EXHIBIT 10.55

                              CONSULTANT AGREEMENT

     This  CONSULTANT  AGREEMENT  ("Agreement")  is made as of this  24th day of
March,  2004, by and among Cedric Kushner  Promotions,  Inc. (the "Company"),  a
Delaware corporation with an address at 1414 Avenue of the Americas, Suite 1402,
New York, New York 10019, and Buster Mathis, Jr. ("Mathis"),  an individual with
an address at 2843 South Bayshore Drive, Apartment D9, Miami, Florida 33133.

     INTRODUCTION.  Cedric Kushner  Promotions,  Inc. (the  "Company")  promotes
world  champion and top contender  boxers through its  wholly-owned  subsidiary,
Cedric Kushner Promotions,  Ltd. In addition to its representation and promotion
efforts,  the Company also produces and  syndicates  world  championship  boxing
events for  distribution  worldwide.  A program  supplier to some of the world's
leading  television  networks,  including HBO, ESPN, and Eurosport,  the Company
promotes  televised  events from venues all around the world.  Mathis,  a former
heavyweight boxing contender,  has numerous contacts among boxers, managers, and
promoters and will assist the Company pursuant to the terms of this Agreement.

     1. CONSULTANT.  As of the date hereof, the Company hereby engages Mathis as
a "Consultant". As a Consultant, Mathis will: (a) perform the duties of a talent
scout,  searching for and  introducing  to the Company young amateur boxers with
professional potential;  (b) attend occasional meetings,  events or functions as
reasonably  requested  by the  Company and at the sole  pre-paid  expense of the
Company; and (c) generally be available by telephone from time to time to advise
and discuss new concepts and projects in development by the Company.

     2. COMPENSATION.  In consideration for Mathis acting as a Consultant to the
Company,  the Company hereby agrees to pay Mathis the sum of $363,000 payable as
follows:

                  (a) $10,000 on or by 3/26;
                  (b) $10,000 on or by 4/6;
                  (c) $10,000 per month  beginning  on May 15,  2004,  through
                      the date on which an  aggregate  of $363,000  has  been
                      paid to  Mathis.  At the  Company's  sole and  exclusive
                      option,  the  Company  may  elect to accelerate the
                      payment schedule.

     At the sole and  exclusive  option of the  Company,  in lieu of the monthly
payments set forth in subparagraph  2(c) above, the Company may tender to Mathis
freely  tradeable  common stock of the Company  registered  pursuant to Form S-8
sufficient  to yield  $363,000  less the  amounts  paid to  Mathis  pursuant  to
subparagraphs  2(a), 2(b), and 2(c) above. The registered shares shall be placed
in an account in Mathis's  name at a reputable  brokerage  firm of the Company's
choosing subject to Mathis's consent which shall not be unreasonably withheld.

     3. ADDITIONAL COMPENSATION.  The Company hereby agrees that if Mathis shall
not have received the full  compensation  of $363,000 by July 15, 2004, then the
Company shall pay Mathis  additional  compensation  of $3,500 per month for each
month that the sum of $363,000  (exclusive of the additional  compensation)  has
not been paid.

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     4. USE OF "BUSTER MATHIS,  JR." NAME.  Subject to Mathis's  express written
consent,  which shall not be unreasonably withheld, the Company may use Mathis's
name  in  connection  with  the  promotion  of  its  boxing  and  media  content
operations.  In addition, the Company is permitted to describe this Agreement in
documents it is required to file with the Securities and Exchange Commission and
make this Agreement as an exhibit thereto.

     5. OWNERSHIP OF INTELLECTUAL  PROPERTY RIGHTS. Any and all ideas,  concepts
and projects  developed by the Company and  presented to Mathis shall remain the
intellectual property of the Company.

     6. INDEPENDENT CONTRACTOR.  Under this Agreement,  Mathis is an independent
contractor for, not an employee of, the Company.  As such,  Mathis may engage in
any other activities or employment outside of his relationship with the Company.

     7.  INCIDENTALS.  The  Company  shall  reimburse  Mathis  for  any  and all
reasonable   out-of-pocket  expenses  incurred  in  fulfilling  his  role  as  a
Consultant.  Such expenses shall include,  without limitation,  travel and hotel
expenses and long-distance  telephone calls.  Expenses greater than $500 must be
approved in advance by Steven Angel or an officer of the Company.

     8. TERM OF AGREEMENT. This Agreement shall be for a term of three (3) years
from the date of this Agreement,  provided however, that upon the mutual consent
of both Mathis and the Company,  it shall continue in effect  thereafter  unless
terminated by either party upon thirty (30) days written notice.

     9.  GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
accordance   with  the  laws  of  the  State  of  New  York  without  regard  to
choice-of-law  provisions.  If any term or provision of this Agreement  shall be
found to be  unenforceable  under  the  laws of the  State  of New  York,  then,
notwithstanding  such partial invalidity,  the remainder of this Agreement shall
remain in full force and effect, and such invalid term shall be deemed stricken.

     10.  ENTIRE   AGREEMENT.   This  Agreement,   including  the  Introduction,
constitutes  the  entire  agreement  between  the  parties  hereto.   All  prior
agreements,  understandings  and  representations  are hereby  superseded.  This
Agreement may only be amended in writing signed by the parties hereto.

     11.  COUNTERPARTS.  This Agreement may be executed in  counterparts  and by
facsimile,  each of which shall be deemed an original and all of which  together
shall constitute one and the same instrument.

     12. CAPTIONS AND  INTERPRETATIONS.  Sections  titles or captions  contained
herein are inserted as a matter of convenience and for reference,  and in no way
define,  limit,  extend or describe the scope of this Agreement or any provision
hereof.  No provision in this Agreement is to be interpreted  for or against any
party  hereto  because  that  party or its  legal  representative  drafted  such
provision.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of the date first set forth above.



Cedric Kushner Promotions, Inc.                      Buster Mathis, Jr.



By:  _______________________                         _______________________
     Cedric Kushner, President