EXHIBIT 10.1

                              CONSULTING AGREEMENT

     AGREEMENT, effective of the 9th day of September, 2002 (the "Agreement"),
by and between Boulder Hill, Inc (the "Consultant") having an office located at
210 Boulder Ridge Road, Scarsdale New York 10583 and Zenascent, Inc. (the
"Company"), having an office located at One Montauk Highway, South Hampton, New
York 11968.

                                   WITNESSETH:

     WHEREAS, the Consultant is a corporation with substantial expertise which
the Company deems of great value to its continued operations;

     WHEREAS, the Consultant has been requested by the Company to provide
consulting services for the Company;

     WHEREAS, Consultant and the Company desire to expand their relationship,
and the Company desires to enter into a formal consulting agreement with the
Consultant pursuant to which it will engage the Consultant for general
consulting services, including advice regarding financing, mergers, acquisitions
and related matters.

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:

     1.  TERM. Consultant hereby agrees to act as consultant on behalf of the
         Company for two (2) years commencing as of the date hereof (the
         "Term").

     2.  SERVICES. The consulting services to be provided by Consultant during
         the Term shall be to advise and consult the Company regarding general
         business matters including, but not limited to the evaluation and
         analysis of management needs, prospective mergers, asset, business or
         other acquisition and other business combinations (hereinafter
         "Business Combinations") that the Company may ask the Consultant to
         undertake. In addition the consultant will assist Company with
         negotiating of all contracts, documents and work with the Company's
         legal, accounting and investment banking advisors. Consultant agrees to
         devote such time toward the performance of its duties hereunder as it
         deems reasonably necessary. It is not intended that such services
         require full time and effort by Consultant or any of its employees. The
         Company acknowledges that Consultant and/or its affiliates will provide
         consulting advice (of all types contemplated by this Agreement and
         otherwise) to others, as well as to the Company. Nothing herein
         contained shall be construed to limit and restrict Consultant in
         conducting such business with respect to others, or in rendering such

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         advise to others. It is contemplated that the services of Consultant
         shall be performed in the City and State of New York and nothing shall
         require Consultant to attend meetings more frequently than four days in
         any calendar month. In addition to the Compensation hereinafter set
         forth, Consultant shall be reimbursed for any and all expenses that his
         services will require, including, parking, tolls and meals. In the
         event Consultants services are requested outside of the New York City
         Metropolitan area Company shall provide Consultant with transportation
         to and from the location outside the New York Metropolitan area and
         hotel accommodations. Company shall advise Consultant at least 30 days
         in advance of the date, time and place of any contemplated meeting and
         shall be subject to Consultant's prior commitments.

     3.  COMPENSATION FOR SERVICES. For and in consideration for the services
         rendered and to be rendered by Consultant as provided in Section 2
         herein and in addition to any other compensation previously or
         subsequently agreed to be paid to Consultant, Company shall pay to
         Consultant the following: 300,000 shares (the "Shares") of unregistered
         and restricted common stock of Zenascent, Inc. upon execution of this
         Agreement and an additional 250,000 shares ("Additional Shares";
         together with the Shares, the "Securities") of unregistered and
         restricted common stock of Zenascent, Inc. on September 9, 2003.
         Notwithstanding the above, Consultant acknowledges that Company may not
         currently have sufficient shares of common stock authorized and
         unissued to allow the issuance of the Shares. The Company agrees to use
         its reasonable commercial efforts to amend its structural documents to
         allow for such issuance or conversion. The foregoing shall be referred
         to as "Compensation". The Securities shall have the benefits of
         piggyback registration rights. The Securities have not been registered
         under the Securities Act of 1933, as amended (the "Securities Act"), or
         applicable state securities laws. The Securities have been acquired for
         investment and not with a view to their distribution or resale, and may
         not be resold, pledged or otherwise transferred without an effective
         registration statement for such securities under the Securities Act or
         applicable state securities laws or an opinion of counsel satisfactory
         to Zenascent that such registration statement is not required.

     4.  ADDITIONAL COMPENSATION. The Company agrees, that in the event the
         Consultant shall secure one or more individuals or entities that
         provide Financing for Company, the Company shall pay the Consultant a
         cash fee equal to ten percent (10%) of the total amount of Financing
         paid to the Company (the "Cash Fee"). The Cash Fee shall be payable at
         each closing(s) of a Financing transaction. The Company agrees, that in


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         the event the Company engages in any fight promotion as a lead
         promoter, Consultant shall receive at no cost four ringside tickets to
         that event. The tickets shall be sent to Consultant at least one week
         prior to event.

     5.  ENTIRE AGREEMENT; WAIVERS; EXHIBITS. This Agreement supersedes any and
         all agreements, arrangements and understandings between the parties
         hereto, entered into or reached prior to the date hereof. No amendment,
         waiver or discharge of any provisions hereof shall be effective unless
         in writing signed by the parties hereto. All Exhibits attached hereto
         or incorporated herein by reference, together with this Agreement,
         shall be and is one complete agreement and constitute the entire
         agreement between the parties. This Agreement shall inure to the
         successors and assigns of the parties hereto.

     6.  NOTICES. All notices and other communications hereunder shall be in
         writing and shall be deemed to have been given when delivered
         personally or three days after being sent by registered or certified
         mail, postage prepaid, return receipt requested, to the address set
         forth on the first page of this Agreement or such other address as any
         party may notify the other pursuant hereto.

     7.  HEADINGS. The headings in the Agreement are for purposes of reference
         only and shall not be considered in construing this Agreement.

     8.  CONSENT TO SERVICE OF PROCESS; JURISDICTION; VENUE. Each of the parties
         hereto hereby consents to the personal jurisdiction of the United
         States District Court for the Southern District of New York in any
         action, suit or proceeding arising under this Agreement and agrees to
         bring any such action, suit or proceeding only in such courts.

     9.  ASSIGNMENT. This Agreement may not be assigned by any party without the
         express written consent of the other party.

     10. GOVERNING LAW. This Agreement shall be governed and interpreted in
         accordance with the laws of the State of New York, without regard to
         the conflict of laws principles thereof or the actual domiciles of the
         parties hereto.

     11. CONFIDENTIAL INFORMATION. During the Term of this Agreement and at all
         times thereafter, Consultant agrees that it will keep confidential and
         will not use or divulge to any person, firm or corporation, without
         Company's specific, prior consent in writing (i) any confidential
         information concerning the business affairs of Company, or any of its
         affiliates; (ii) any trade secrets of Company, or any of its
         affiliates; or (iii) any other specialized information or data relating
         to Company, the Company's Proprietary Rights, or any participants
         therein, heretofore or hereafter learned, acquired or coming to


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         Consultant's knowledge during the Term. Notwithstanding the above, the
         Consultant shall have no liability to Company with regard to
         information which (i) was generally known and available in the public
         domain at the time it was disclosed or becomes generally known and
         available in the public domain through no fault of Consultant; (ii) was
         known to Consultant at the time of disclosure as shown by the files of
         Consultant in existence at the time of disclosure; (iii) is disclosed
         with the prior written approval of Company; (iv) was independently
         developed by Consultant without any use of confidential information and
         by employees or other agents of Consultant who have not been exposed to
         such confidential information; (v) becomes known to Consultant from a
         source other than Company without breach of this Agreement by
         Consultant and otherwise not in violation of Company's rights; and (vi)
         is disclosed pursuant to the order of a court, administrative agency or
         other governmental body; provided, that Consultant shall provide
         prompt, advance notice thereof to enable Company to seek a protective
         order or otherwise prevent such disclosure, and provided that
         Consultant's disclosure is limited to that expressly required by such
         court, administrative agency or other governmental body.

     12. INDEPENDENT CONTRACTOR RELATIONSHIP, The services rendered by
         Consultant to the Company pursuant to this Agreement shall be as an
         independent contractor, and this Agreement does not make Consultant the
         employee, agent or legal representative of the Company for any purpose
         whatsoever, including, without limitation, participation in any
         benefits or privileges given or attended by the Company to its
         employees. No right or authority is granted to Consultant to assume or
         to create any obligation or responsibility, express or implied, on
         behalf of or in the name of the Company. The Company shall not withhold
         for Consultant any federal or state taxes from the amounts to be paid
         to Consultant hereunder, and Consultant agrees that it will pay all
         taxes due on such amounts.


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     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered in its name and on its behalf, all effective as of
the date first written above.

                                            CONSULTANT:

                                            BOULDER HILL, INC.


                                            /s/ GARY ROGERS
                                            ------------------------------------
                                            NAME:  GARY ROGERS
                                            TITLE: VICE PRESIDENT


                                            COMPANY:

                                            ZENASCENT, INC.


                                            /s/ JAMES DILORENZO
                                            ------------------------------------
                                            NAME:  JAMES DILORENZO
                                            TITLE: EXECUTIVE VICE PRESIDENT





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