EXHIBIT 10.34

                                 PROMISSORY NOTE

$200,000                                                      January 30, 2003


     FOR VALUE  RECEIVED,  the  undersigned,  Cedric  Kushner  Promotions,  Inc.
("Cedric  Kushner  Promotions")  hereby  promises to pay to the order of Charles
Crispino  ("Crispino")  the  principal  sum  of  TWO  HUNDRED  THOUSAND  DOLLARS
($200,000)  in lawful  money of the  United  States of  America  in  immediately
available funds on or before March 31, 2003 (the "Maturity Date").

     Cedric Kushner Promotions agrees to pay a fee (the "Fee") to Crispino equal
to $10,000 on the Maturity Date, such Fee to represent  reimbursement  for legal
and administrative expenses as well as interest on the principal amount.

     Cedric Kushner  Promotions  hereby waives diligence,  presentment,  demand,
protest and notice of any kind whatsoever. The nonexercise by Crispino of any of
its rights  hereunder in any  particular  instance shall not constitute a waiver
thereof in that or any subsequent instance.  Cedric Kushner Promotions shall pay
on demand  all  reasonable  out-of-pocket  costs  and  expenses  of  collection,
including  reasonable  attorney  fees  incurred or paid by Crispino in enforcing
this Promissory Note.

     This  Promissory Note shall be construed in accordance with and governed by
the laws of the State of New York. Cedric Kushner  Promotions hereby irrevocably
(i) agrees that any litigation,  action or proceeding arising out of or relating
to this  Promissory  Note may be instituted in any state or federal court in the
State of New York and (ii) waives any  objection  which it may have to the venue
of any such litigation, action or proceeding.

     This  Promissory  Note  cannot be modified  except by a written  instrument
signed by each of Cedric Kushner Promotions and Crispino.

CEDRIC KUSHNER PROMOTIONS, INC.

By: ______________________
Name:
Title:


