EXHIBIT 10.53

                               EXCHANGE AGREEMENT

     This  EXCHANGE  AGREEMENT is entered as of February 19, 2004,  by and among
Cedric  Kushner  Promotions,  Inc.,  a Delaware  corporation  ("CKP") and Cedric
Kushner ("Kushner").


                                   WITNESSETH:

     WHEREAS,  between  September 2002 and July 2003,  Kushner has loaned CKP an
aggregate  of  $1,824,734.06  pursuant  to a series  of  promissory  notes  (the
"Notes"), of which $1,693,076 remains due and owing from CKP to Kushner;

     WHEREAS,  Kushner  desires  to convert  the Notes  into  shares of Series B
Convertible  Preferred Stock,  $0.01 par value per share, of CKP with the rights
and preferences  memorialized in the attached  Certificate of Designation  ("CKP
Series B");

     WHEREAS,  the Boards of Directors of CKP deem it advisable  and in the best
interests of CKP to consummate the  transactions  contemplated by this Agreement
in order to  remove  such  debt  from its  balance  sheet,  upon the  terms  and
conditions set forth herein;

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements   set  forth   herein  and  in   reliance   upon  the   undertakings,
representations,  warranties and indemnities  contained herein, CKP, and Kushner
hereby agree as follows:

                                    ARTICLE 1
                           EXCHANGE OF SHARES; CLOSING

     Section  1.1 Sale of  Shares.  Subject to the terms and  conditions  herein
stated, Kushner agrees at the Closing to exchange the Notes for the Shares, free
and clear of any and all liens.

     Section 1.2  Consideration.  In consideration for the exchange of the Notes
by  Kushner,  CKP agrees at the  Closing to issue and  deliver an  aggregate  of
67,723.04 shares of CKP Series B (the "New Shares") to Kushner.

     Section 1.3 Closing.  The closing of the transactions  contemplated by this
Agreement (the "Closing") shall take place simultaneously with the execution and
delivery  hereof at the  offices of CKP or such other  place as the  parties may
agree.

     Section 1.4 Deliveries at Closing. At the Closing:

<PAGE>
     (a) CKP shall deliver to the Kushner:

     (i)  certificate,  registered in the name of the Kushner,  representing the
New Shares;

     (ii) resolutions of CKP's board of directors authorizing this Agreement and
the transactions contemplated hereby;

     (iii) the  Certificate of Amendment to the  Certificate of Designation  for
the Series B Convertible Preferred Stock

     (b) Kushner shall deliver to CKP:

     (i) the Notes to be cancelled.

                                    ARTICLE 2
                    REPRESENTATIONS AND WARRANTIES OF KUSHNER

     Kushner represents and warrants to CKP as of the date hereof as follows:

     Section 2.1 Ownership.  Kushner is the sole record and beneficial owners of
the Notes.  Kushner has good and marketable  title to the Notes and the absolute
right to deliver the Notes in accordance with the terms of this Agreement,  free
and clear of all Liens.  The transfer of the Notes to CKP in accordance with the
terms of this Agreement  transfers good and marketable title to the Notes to CKP
free and clear of all liens,  restrictions,  rights, options and claims of every
kind.

     Section 2.2. Investment  Representation.  Kushner acknowledges that the New
Shares are restricted  securities,  that Kushner is acquiring the New Shares for
his own  account  with the  present  intention  of  holding  the New  Shares for
purposes of investment and not with a view to distribution within the meaning of
the  Securities  Act of 1933,  as amended  and that the New  Shares  will bear a
legend  to  such  effect.   Kushner  has  relied   solely  on  his   independent
investigation in making the decision to purchase the New Shares.

     Section 2.3 No Other  Representations  or  Warranties.  Except as set forth
above in this Section 2, no other  representations  or  warranties  of any kind,
express or implied, are made in this Agreement by Kushner to CKP.

     Section  2.4  Conversion.   Kushner   acknowledges  that  the  Company  has
10,648,707  shares of common stock  currently  issued and  outstanding  and that
there are other securities outstanding which are convertible into Class A shares
of common stock which,  if converted  would result in the Company  exceeding its
authorized capital, accordingly Kushner acknowledges that the Series B Preferred
Stock  shall be  convertible  into  shares of common  stock only if and when the
proposed  increased  in the  Company's  authorized  shares of common  stock from
20,000,000  to  100,000,000,   which  increase  is  included  in  the  Company's
preliminary  proxy  statement  on  Schedule  14A filed with the  Securities  and
Exchange  Commission on January 13, 2004 (the "Authorized Share  Increase"),  is
approved by the Company's shareholders.

                                       2
<PAGE>
                                    ARTICLE 3
                      REPRESENTATIONS AND WARRANTIES OF CKP

        CKP represents and warrants to Kushner as of the date hereof as follows:

     Section 3.1  Organization.  CKP is a corporation  duly  organized,  validly
existing and in good  standing  under the laws of Delaware and has all requisite
corporate power and authority to own its properties and carry on its business as
now being conducted.

     Section  3.2  Capitalization.  As of  the  date  of  this  Agreement  , the
authorized  capital stock of CKP consists of 20,000,000  shares of common stock,
$.001 par value per share and  5,000,000  shares of  preferred  stock,  $.01 par
value per share,  the Company has the following  shares which are validly issued
and  outstanding:  (i)  10,648,707  shares of Common  Stock,  par value $.01 per
share, of all classes (the "Common Stock");  (ii) warrants to acquire  7,498,986
shares of Common Stock; (iii) options to acquire 315,832 shares of Common Stock;
(iv) 117,500 shares of Series A Preferred Stock, par value $.01 per share,  that
are convertible  into 1,175,000  shares of Common Stock (the "Series A Preferred
Stock");  (v) 399,751.37  shares of Series B Convertible  Preferred  Stock,  par
value $0.01 per share,  that are convertible  into  19,987,569  shares of Common
Stock  (the  "Series  B  Preferred  Stock");  (vi)  27,922.1  shares of Series C
Redeemable  Convertible  Preferred  Stock,  par value $0.01 per share,  that are
convertible  into  2,792,210shares  of Common  Stock  (the  "Series C  Preferred
Stock");  and (vii) 399,752 shares of Series D Preferred  Stock, par value $0.01
per share,  that are not convertible  into Common Stock (the "Series D Preferred
Stock"). The Series B Preferred Stock shall be convertible into shares of common
stock only if and when the proposed increased in the Company's authorized shares
of common stock from  20,000,000 to  100,000,000,  which increase is included in
the  Company's  preliminary  proxy  statement  on  Schedule  14A filed  with the
Securities and Exchange  Commission on January 13, 2004 (the  "Authorized  Share
Increase"), is approved by the Company's shareholders.

     Section 3.3  Authority;  Enforceability.  CKP has the  requisite  corporate
power and  authority to execute and deliver this  Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized  by all  necessary  corporate  action on the part of CKP and no other
corporate  proceedings  on the  part  of CKP are  necessary  to  authorize  this
Agreement or to consummate the transactions so contemplated.  This Agreement has
been duly  executed  and  delivered by CKP and  constitutes  a valid and binding
obligation of CKP,  enforceable against CKP in accordance with its terms, except
as (a)  enforceability  may be limited  by  applicable  bankruptcy,  insolvency,
fraudulent  transfer,  moratorium  or  similar  laws from time to time in effect
affecting  creditors'  rights  generally and (b) the  availability  of equitable
remedies may be limited by equitable principles of general applicability.

     Section  3.4 Third Party  Consents.  No  consent,  authorization,  order or
approval of, or filing or registration with, any governmental authority or other
person is required  for the  execution  and  delivery of this  Agreement  or the
consummation by CKP of any of the transactions contemplated hereby.

                                       3
<PAGE>
     Section 3.5 CKP Series B. All shares of CKP Series B to be issued  pursuant
to this Agreement will be, when issued, duly authorized,  validly issued,  fully
paid and non-assessable.

     Section 3.6 No Other  Representations  or  Warranties.  Except as set forth
above in this  Section 3, no other  representations  or  warranties,  express or
implied, are made in this Agreement by CKP to the Kushner.

                                    ARTICLE 4
                                  MISCELLANEOUS

     Section 4.1 Survival of  Representations,  Warranties and  Agreements.  The
representations,  warranties,  covenants and  agreements in this Agreement or in
any instrument  delivered  pursuant to this Agreement  shall survive the Closing
and shall not be limited or affected by any investigation by or on behalf of any
party hereto.

     Section 4.2.  Further  Assurances.  Each of CKP and Kushner will use its or
his,  as the case may be,  best  efforts to take all action and to do all things
necessary,  proper or advisable on order to  consummate  and make  effective the
transactions contemplated by this Agreement.

     Section 4.3 Entire Agreement; No Third Party Beneficiaries.  This Agreement
(including  the  documents,  exhibits  and  instruments  referred to herein) (a)
constitutes  the entire  agreement  and  supersedes  all prior  agreements,  and
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

     Section 4.4 Governing Law. This  Agreement  shall be governed and construed
in  accordance  with the laws of the  State of New York  without  regard  to any
applicable principles of conflicts of law.

     Section  4.5  Counterparts.  This  Agreement  may be  executed  in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall constitute one and the same document.

     Section 4.6 Amendment and  Modification.  This Agreement may not be amended
or modified  except by an  instrument  in writing  signed by each of the parties
hereto.

                                       4
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed themselves or by their respective duly authorized officers as of the date
first written above.

                                                CEDRIC KUSHNER PROMOTIONS, INC.

                                                By:
                                                Name:
                                                Title:






                                                   Cedric Kushner, individually
                                       5