EXHIBIT 10.54

                      AMENDMENT NO. 1 TO EXCHANGE AGREEMENT


     This Amendment No. 1 to the Exchange Agreement made and entered into on May
7, 2004, by and among Cedric Kushner  Promotions,  Inc., a Delaware  corporation
("CKP") and Cedric Kushner ("Kushner").

                                   WITNESSETH:

     WHEREAS,  on February  19,  2004,  Kushner and CKP entered into an Exchange
Agreement  (the "Exchange  Agreement"),  a copy of which is annexed  hereto,  in
which it was agreed that an aggregate of $1,693,076  due and owing to Kushner by
CKP was to be converted into 67,723.04 shares of Series B Convertible  Preferred
Stock, $0.01 par value per share, of CKP; and

     WHEREAS,  due to a mutual calculation error on the part of Kushner and CKP,
the parties agree that the actual  amount  currently due and owing to Kushner by
CKP pursuant to a series of promissory  notes (the "Notes") is  $1,628,911,  and
that the correct number of shares of Series B Convertible  Preferred  Stock that
Kushner shall receive from conversion of the outstanding amount due and owing to
Kushner by CKP is 65,156.44 shares;

     WHEREAS,  the  parties  now  desire  to amend  the  Exchange  Agreement  as
hereinafter set forth to correct the mutual mistake of the parties;

     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:

     1. Section 1.2 of the Exchange  Agreement is hereby  amended to be and read
as follows:

     "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
65,156.44 shares of CKP Series B (the "New Shares") to Kushner."

     2. (A) This agreement shall be construed and interpreted in accordance with
the laws of the State of New York without  giving effect to the conflict of laws
rules thereof or the actual domiciles of the parties.

     (B) Except as amended  hereby,  the terms and  provisions  of the Agreement
shall  remain in full force and effect,  and the  Agreement  is in all  respects
ratified and confirmed. On and after the date of this agreement,  each reference
in  the  Exchange  Agreement  to  the  "Agreement",   "hereinafter",   "herein",
"hereinafter",  "hereunder", "hereof", or words of like import shall mean and be
a reference to the Agreement as amended by this agreement.

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     (C) This  agreement  may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original  and all of  which  taken  together  shall
constitute a single Amendment.

     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