EXHIBIT 10.55


THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE  TO THE  COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED.

CONVERSION AGREEMENT

                THIS  CONVERSION  AGREEMENT,  dated as of February 15, 2005,  is
        made by and between  Cedric  Kushner  Promotions,  Inc.,  a  corporation
        ("Company"), and Todd Appelbaum ("Holder").

                WHEREAS,  the Company issued to Holder those certain  Promissory
        Notes, dated September 19, 2002 and December 31, 2002 ("Note"); and

                WHEREAS,  Company  and Holder  wish to provide for the terms and
        conditions pursuant to which a portion of the outstanding balance of the
        Notes may be converted to common stock, par value .01 per share ("Common
        Stock"),  of the Company and the remainder of the Notes may be converted
        into a new Note;

                NOW, THEREFORE, for good and valuable consideration, the receipt
        and  sufficiency  of which the parties hereby  acknowledge,  the parties
        agree as follows:

                1.  Conversion of Note. The Company and Holder hereby agree that
        a portion of the outstanding  principal  balance of the Notes ("Amount")
        shall convert into shares of the  Company's  Common Stock at a per share
        price equal to thirty six cents  ($.36).  The  Company and Holder  agree
        that the Amount is seventy five thousand dollars ($75,000) and that upon
        conversion  and the  issuance by the  Company of (i)  208,333  shares of
        Common Stock ("Conversion  Shares") as full payment of the Amount,  (ii)
        250,000  shares of Common Stock as a penalty  payment for the  excessive
        period of default ("Penalty Shares") and (iii) creation and execution of
        a new promissory note to consolidate the remaining outstanding principal
        balance of the Notes plus accrued but unpaid  interest  ("New Note"),  a
        copy of which is annexed  hereto as Exhibit A, of which the  Company and
        Holder  agree  equals in the  aggregate  two  hundred  thousand  dollars
        ($200,000)  with terms to be mutually  agreed upon by the parties.,  the
        Company  shall  be  forever   released  from  all  its  obligations  and
        liabilities under the Notes.

                2.  Closing.  At the Closing,  Holder shall deliver the Notes to
        the Company and the Company shall  deliver the  Conversion  Shares,  the
        Penalty Shares and the New Note to Holder.

                3. Further Assurances.  In connection with the conversion of the
        Note, the Holder, by entering into this Conversion Agreement,  agrees to
        execute all  agreements and other  documents as reasonably  requested by
        the Company.

                4. Investor  Representations and Warranties and Covenants~.  The
        Holder represents, warrants and covenants to the Company as follows:

                    a, No Registration.  Such Holder  understands that the Note,
          the Conversion  Shares and the Interest Shares have not been, and will
          not be,  registered  under the Securities Act of 1933, as amended (the
          "Securities  Act")  by  reason  of  a  specific   exemption  from  the
          registration  provisions of the Securities  Act, the  availability  of
          which  depends upon,  among other things,  the bona fide nature of the
          investment intent and the accuracy of such Holder's representations as
          expressed herein or otherwise made pursuant hereto.

                    b. Investment Intent. Such Holder has acquired the Note, and
          is acquiring the Conversion Shares and Interest Shares, for investment
          for its own account,  not as a nominee or agent, and not with the view
          to, or for resale in connection  with, any distribution  thereof,  and
          such  Holder  has  no  present  intention  of  selling,  granting  any
          participation  in, or  otherwise  distributing  the same.  Such Holder
          further  represents  that it will not violate the  Securities  Act and
          does not have any contract, undertaking, agreement or arrangement with
          any person or entity to sell,  transfer or grant participation to such
          person or entity or to any third  person or entity with respect to the
          Note, Conversion Shares and Interest Shares.

                    c.  Investment  Experience.   Such  Holder  has  substantial
          experience   in  evaluating   and   investing  in  private   placement
          transactions  of  securities  in companies  similar to the Company and
          acknowledges  that such  Holder can protect  its own  interests.  Such
          Holder has such  knowledge  and  experience  in financial and business
          matters so that such  Holder is capable of  evaluating  the merits and
          risks of its investment in the Company.
<PAGE>
                    d.  Residency.  The residency of the Holder (or, in the case
          of a partnership  or  corporation,  such entity's  principal  place of
          business) is correctly set forth on the signature page hereto.

                    e. Speculative Nature of Investment. Such Holder understands
          and  acknowledges  that  the  Company  has  a  limited  financial  and
          operating  history  and that an  investment  in the  Company is highly
          speculative and involves  substantial  risks. Such Holder can bear the
          economic  risk  of  such  Holder's  investment  and is  able,  without
          impairing such Holder's  financial  condition,  to hold the Conversion
          Shares and  Interest  Shares for an  indefinite  period of time and to
          suffer a complete loss of such Holder's investment.

                    f. Access to Data. The Holder and its advisors, if any, have
          been  furnished  with or  have  been  given  access  to all  materials
          relating to the business,  finances and  operations of the Company and
          any reasonably requested materials requested by the Holder, The Holder
          and its advisors,  if any, have been afforded the  opportunity  to ask
          questions of the Company and its management and have received complete
          and satisfactory  answers to any such inquiries.  Without limiting the
          generality of the  foregoing,  the Holder has had the  opportunity  to
          obtain and to review the Company's  filings available on the EDGAR web
          site of the Securities and Exchange Commission (www.sec.gov).

                    g.  Accredited  Investor.   The  Holder  is  an  "accredited
          investor'   within  the  meaning  of   Regulation  D,  Rule  50  1(a),
          promulgated  by the  Securities  and  Exchange  Commission  under  the
          Securities Act and shall submit to the Company such further assurances
          of such status as may be reasonably requested by the Company.

                    h. Rule 144. Such Holder  acknowledges  that the  Conversion
          Shares  and  Interest   Shares  must  be  held   indefinitely   unless
          subsequently  registered under the Securities Act or an exemption from
          such registration is available. Such Holder is aware of the provisions
          of Rule 144 promulgated  under the Securities Act which permit limited
          resale  of shares  purchased  in a private  placement  subject  to the
          satisfaction of certain conditions,  including among other things, the
          existence  of a public  market for the  shares,  the  availability  of
          certain  current  public  information  about the  Company,  the resale
          occurring  not less than one year after a party has purchased and paid
          for the  security  to be  sold,  the sale  being  effected  through  a
          "broker's  transaction"  or in  transactions  directly  with a "market
          maker" and the  number of shares  being  sold  during any  three-month
          period not exceeding specified  limitations.  Such Holder acknowledges
          that,  in the event all of the  requirements  of Rule 144 are not met,
          registration   under  the   Securities   Act  or  an  exemption   from
          registration  will be required for any  disposition  of the Conversion
          Shares or Interest Shares Such Holder understands that,  although Rule
          144 is not  exclusive,  the  Securities  and Exchange  Commission  has
          expressed  its  opinion  that  persons  proposing  to sell  restricted
          securities  received in a private  offering other than in a registered
          offering  or pursuant  to Rule 144 will have a  substantial  burden of
          proof in establishing that an exemption from registration is available
          for such  offers or sales and that such  persons  and the  brokers who
          participate in the transactions do so at their own risk.

                    i. Authorization.

                    i. Such  Holder has all  requisite  power and  authority  to
          execute and deliver this  Conversion  Agreement,  and to carry out and
          perform its obligations under the terms hereof. All action on the part
          of the Holder necessary for the authorization, execution, delivery and
          performance of this Conversion  Agreement,  and the performance of all
          of the Holder's obligations herein, has been taken.
<PAGE>
                    ii. This Conversion  Agreement,  when executed and delivered
          by the Holder,  will constitute valid and legally binding  obligations
          of the Holder, enforceable in accordance with its terms except: (i) as
          limited  by   applicable   bankruptcy,   insolvency,   reorganization,
          moratorium and other laws of general application affecting enforcement
          of creditors' rights  generally,  and (ii) as limited by laws relating
          to the  availability  of specific  performance,  injunctive  relief or
          other equitable remedies or by general principles of equity.

                    iii. No consent,  approval,  authorization,  order,  filing,
          registration  or  qualification  of or with  any  court,  governmental
          authority  or third person is required to be obtained by the Holder in
          connection   with  the  execution  and  delivery  of  this  Conversion
          Agreement by the Holder or the performance of the Holder's obligations
          hereunder.

                    j.  Brokers or  Finders.  Such  Holder has not  engaged  any
          brokers,  finders or agents,  and the Company  has not,  and will not,
          incur, directly or indirectly,  as a result of any action taken by the
          Holder,  any  liability  for  brokerage  or  finders'  fees or agents'
          commissions or any similar  charges in connection with this Conversion
          Agreement and the transactions related hereto.

                    k. Tax  Advisors.  Such Holder has reviewed with its own tax
          advisors the U.S. federal,  state,  local and foreign tax consequences
          of  this  investment  and  the   transactions   contemplated  by  this
          Conversion Agreement. With respect to such matters, such Holder relies
          solely on such advisors and not on any  statements or  representations
          of the  Company  or any of its  agents,  written  or oral.  The Holder
          understands that it (and not the Company) shall be responsible for its
          own tax liability that may arise as a result of this investment or the
          transactions contemplated by this Conversion Agreement.

                    1.  Legends.  Such  Holder  understands  and agrees that the
          certificates  evidencing  the  Conversion  Shares and Interest  Shares
          shall bear a legend in substantially  the form as follows (in addition
          to any legend  required  by any other  applicable  agreement  or under
          applicable state securities laws):

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY
                  STATE,   AND  MAY  NOT  BE  SOLD,   TRANSFERRED,
                  ASSIGNED,  PLEDGED  OR  HYPOTHECATED  UNLESS AND
                  UNTIL   REGISTERED   U1'~DER   SUCH  ACT  AND/OR
                  APPLICABLE  STATE SECURITIES LAWS, OR UNLESS THE
                  COMPANY  HAS  RECEIVED  AN OPINION OF COUNSEL OR
                  OTHER EVIDENCE,  REASONABLY  SATISFACTORY TO THE
                  COMPANY AND ITS COUNSEL,  THAT SUCH REGISTRATION
                  IS NOT REQUIRED."


                5.  Registration  Rights.  The Company hereby agrees that if, at
        any time the Company  proposes to register any of its  securities  under
        the Securities  Act, (other than in connection with a merger or pursuant
        to Form S-8 or other comparable  form), the Company shall  automatically
        include  the Shares  offered  herein  (referred  to as the  "Registrable
        Securities") in such  registration  statement,  provided however that in
        connection  with such  registration,  if the Company shall determine for
        any  reason  not to  register  or to  delay  the  registration  of  such
        Registrable  Securities,  the  Company may give  written  notice of such
        determination  to each  Holder and  thereupon  shall be  relieved of its
        obligation to register any Registrable  Securities issued or issuable in
        connection  with such  registration  (but not from its obligation to pay
        registration  expenses  in  connection  therewith  or  to  register  the
        Registrable Securities in a subsequent registration); and in the case of
        a determination to delay a registration, shall thereupon be permitted to
        delay registering any Registrable  Securities for the same period as the
        delay in respect of securities  being  registered  for the Company's own
        account.

<PAGE>
IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
by their  respective  officers  thereonto duly authorized as of the day and year
first above written.



CEDRIC KUSHNER PROMOTIONS, INC.



/s/James DiLorenzo
------------------
By: James Dilorenzo, Vice President




/s/ Todd Appelbaum
-------------------
By: Mr. Todd Appelbaum
    17 Thames Drive
    Livingston, NJ 07039


<PAGE>


                                    EXHIBIT A

                                 PROMISSORY NOTE

$200,000                                                     February 15, 2005


     FOR VALUE RECEIVED,  the undersigned,  Cedric Kushner  Promotions,  Inc., a
Delaware corporation with its address as 1414 Avenue of the Americas, Suite 406,
New York, New York 10019  ("Maker")  hereby promises to pay to the order of Todd
Appelbaum,  and individual residing at 17 Thames Drive,  Livingston,  New Jersey
07039 ("Holder") the principal sum of TWO HUNDRED  THOUSAND  DOLLARS  ($200,000)
(the  "Principal  Amount"),  with an Interest  Rate (as defined  below) upon the
Principal Amount, in lawful money of the United States of America in immediately
available funds on or before August 15, 2005 (the "Maturity Date").

     Maker  agrees that the loan shall bear  interest  (computed on the basis of
the  actual  number of days  elapsed  and a year of 360  days) on the  Principal
Amount thereof outstanding from time to time, from and including the date hereof
until such principal  balance is repaid in full, at a annual rate (the "Interest
Rate") equal to seven percent (7%) per annum.  Accumulated  interest which shall
accrue  at the  Maturity  Date,  shall be  payable  by the  Maker in cash on the
Maturity Date.

     The occurrence of any one or more of the following  events shall constitute
a "Default"  under this Note:  (a) Maker's  failure to pay any Principal  Amount
under this Note and such  non-payment  shall  continue  uncured  for twenty (20)
business days after written  notice from the Holder of such  non-payment  and an
opportunity  to cure;  (b) a breach of any of the Maker's  covenants  under this
Note and such breach shall continue uncured for a period of twenty (20) business
days after  written  notice from  Holder of such  breach;  (c) the  dissolution,
liquidation or termination of legal existence of the Maker;  (d) the appointment
of a receiver, trustee or similar judicial officer or agent to take charge of or
liquidate  any  property of assets of the Maker,  or action by any court to take
jurisdiction of all or substantially all of the property or assets of the Maker;
and (e) the commencement of any proceeding under any provision of the Bankruptcy
Code of the United States, as now in existence of hereafter  amended,  or of any
other  proceeding  under the any federal or state law, now existing or hereafter
in effect, relating to bankruptcy,  reorganization,  insolvency,  liquidation or
otherwise,  for the relief of debtors or  readjustment  of  indebtedness,  by or
against the Maker.

     Upon the occurrence  and  continuance of a Default for a period of ten (10)
business days following the expiration of any cure periods set forth above,  the
Holder shall have the right, without further notice, demand, presentment, notice
of nonpayment or nonperformance, protest, notice of protest, notice of intent to
accelerate,  notice of acceleration or any other notice, all of which are hereby
irrevocably  and  unconditionally  waived by the Maker,  to  declare  the unpaid
outstanding Principal Amount due and payable.

     Maker hereby waives diligence,  presentment,  demand, protest and notice of
any kind  whatsoever.  The non-exercise by Holder of any of its rights hereunder
in any particular  instance shall not constitute a waiver thereof in that or any
subsequent  instance.  Maker  shall pay on demand all  reasonable  out-of-pocket
costs and expenses of collection, including reasonable attorney fees incurred or
paid by Holder 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. Maker 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  and by its signature  below  consents to the
personal  jurisdiction  of such courts if litigation is initiated to collect the
sums due under this Promissory Note.

     This  Promissory  Note  cannot be modified  except by a written  instrument
signed by each of Maker and Holder.


CEDRIC KUSHNER PROMOTIONS, INC.

By: /s/ Cedric Kushner
----------------------
Name: Cedric Kushner
Title:   President