EXHIBIT E

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                                       OF

                 SERIES E CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                       of

                         CEDRIC KUSHNER PROMOTIONS, INC.
                               __________________

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                               ___________________


IT IS HEREBY CERTIFIED that:

          1. The name of the company is Cedric Kushner Promotions, Inc., a
Delaware corporation (the "Company").

          2. The certificate of incorporation of the Company authorizes the
issuance of Five Million (5,000,000) shares of preferred stock, $0.01 par value
per share (the "Preferred Stock"), of which 117,500 Series A, 399,751.37 Series
B, 27,922.10 Series C, and 399,751.37 Series D are outstanding, and expressly
vests in the Board of Directors of the Company the authority provided therein to
issue any or all of said shares of Preferred Stock in one (1) or more series and
by resolution or resolutions to establish the designation and number and to fix
the relative rights and preferences of each series to be issued.

          3. The Board of Directors of the Company, pursuant to the authority
expressly vested in it as aforesaid, and pursuant to the provisions of Section
151 of the General Corporation Law of the State of Delaware, has adopted the
following resolution creating a Series E Convertible Redeemable Preferred Stock
which contains the rights and preferences set forth in this Certificate of
Designation:

               RESOLVED, that up to fourteen thousand (14,000) shares of
          Preferred Stock shall be designated Series E Convertible Redeemable
          Preferred Stock, $0.01 par value per share, and shall possess the
          rights and preferences set forth in this Certificate of Designation.

          Section 1. Designation and Amount. The shares of such series shall
have a par value of $0.01 per share and shall be designated as Series E
Convertible Redeemable Preferred Stock (the "Series E Preferred Stock") and the
number of shares constituting the Series E Preferred Stock shall be fourteen
thousand (14,000) (the "Designated Amount").

          Section 2. Rank. The Series E Preferred Stock shall rank (i) junior to
the Series A, B, C, D Preferred Stock of the Company and to any class or series
of Preferred stock of the Company hereafter created specifically ranking by its
terms senior to the Series E Preferred Stock (the "Senior Securities"); (ii)
senior to all of the Common Stock now or hereafter authorized and issued; (iii)
senior to any class or series of capital stock of the Company hereafter created
not specifically ranking by its terms senior to or on parity with any Series E
Preferred Stock of whatever subdivision (collectively with the Common Stock, the
"Junior Securities") in each case as to the distribution of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary (all such distributions being referred to collectively as
"Distributions").

          Section 3. Dividends. The holders of the Series E Preferred Stock
(collectively, the "Holders") shall not be entitled to receive dividends.

          Section 4. Liquidation Preference.
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               (a) In the event of any liquidation, dissolution or winding up of
the Company, either voluntarily or involuntarily, the Holders shall be entitled
to receive, immediately after any distributions to Senior Securities required by
the Company's certificate of incorporation, as amended, or any certificate(s) of
designation, and prior in preference to any distribution to Junior Securities,
an aggregate amount equal to the sum of $5,040,000 (the "Liquidation
Preference"). For purposes hereof, the "Per Share Liquidation Preference" shall
mean the Liquidation Preference divided by 360. If upon the occurrence of such
event, and after payment in full of the preferential amounts with respect to the
Senior Securities, the assets and funds available to be distributed among the
Holders shall be insufficient to permit the payment of the full preferential
amounts due to the Holders then the entire assets and funds of the Company
legally available for distribution shall be distributed among the Holders based
on the respective liquidation amounts to which each such series of stock is
entitled by the Company's certificate of incorporation, as amended, and any
certificate(s) of designation relating thereto.

               (b) Upon the completion of the distribution required by Section
4(a), if assets remain in the Company, they shall be distributed to holders of
Junior Securities in accordance with the Company's certificate of incorporation,
as amended, and any certificate(s) of designation relating thereto.

               (c) Each of (i) the sale, conveyance or disposition of all or
substantially all of the assets or Common Stock of the Company; (ii) the
voluntary or involuntary dissolution or winding up of the Company; and (iii) a
merger or consolidation of the Company in which the Company's stockholders do
not retain a majority of the voting power in the surviving entity, shall be
treated as a liquidation, dissolution or winding up of the Company (each, a
"Liquidation Event") within the meaning of Section 4(a).

               (d) Prior to the closing of a transaction that will result in a
Liquidation Event, the Company shall send to the Holders at least twenty (20)
days' prior written notice of the date when such Liquidation Event shall take
place. Any Holder may elect to convert, pursuant to Section 6, his shares of
Series E Preferred Stock prior to a Liquidation Event.

          Section 5. Conversion of Series E Preferred Stock.

               (a) Voluntary Conversion.

          The Series E 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. Each share of
Series E Preferred Stock shall be convertible into such number of shares of
common stock equal to 1,000 divided by the Per Share Conversion Rate. The Per
Share Conversion Rate shall be $1.00 per share.

               (b) Mechanics of Conversion. In order to convert Series E
Preferred Stock into shares of Common Stock, the Holder shall (i) surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Company or of any transfer agent for the Series E Preferred Stock, and (ii) give
written notice (the "Conversion Notice") to the Company, at its principal
office, of the election to convert the Series E Preferred Stock, and shall state
in the Conversion Notice the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. The Company shall, as
soon as practicable thereafter, issue and deliver to such Holder, or to the
nominee or nominees of such Holder, a certificate or certificates for the number
of shares of Common Stock to which such Holder shall be entitled as aforesaid.
On the 31st day following the date of such surrender of the shares of Series E
Preferred Stock to be converted, the person or persons entitled to receive the
shares of Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock unless
prior to such date the Company has delivered to the Holder a Redemption Notice
with respect to such shares.

               (c) Adjustments to Conversion Rate.

                    (i) Adjustment to the Conversion Rate due to Stock Splits,
Stock Dividend or Other Similar Event. If, prior to the conversion of all of the
outstanding shares of Series E Preferred Stock, the number of outstanding shares
of Common Stock is increased by a stock split, stock dividend or other similar
event, the Conversion Rate shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, the Conversion Rate shall be
proportionately increased.
<PAGE>
                    (ii) Adjustment Due to Consolidation, Merger, Exchange of
Shares, Recapitalization, Reorganization or Other Similar Event. If, prior to
the conversion of all of the outstanding shares of Series E Preferred Stock,
there shall be a merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event, as a result of which shares of Common
Stock shall be changed into the same or a different number of shares of the same
or another class or classes of stock or securities of the Company or another
entity, or there is a sale of all or substantially all of the Company's assets
that is not deemed to be a liquidation, dissolution or winding up pursuant to
Section 4(a), then the Holders thereafter shall have the right to receive upon
conversion of the Series E Preferred Stock, upon the basis and upon the terms
and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such stock, securities and/or
other assets which the Holder would have been entitled to receive in such
transaction had the Series E Preferred Stock been converted immediately prior to
such transaction, and in any such case appropriate provisions shall be made with
respect to the rights and interests of the Holders of the Series E Preferred
Stock to the end that the provisions hereof shall thereafter be applicable, as
nearly as may be practicable in relation to any securities thereafter
deliverable upon the exercise thereof. The Company shall not effect any
transaction described in this Section 5(c)(ii) unless (a) it first gives twenty
(20) days prior written notice of such merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event (during which
time the Holder shall be entitled to convert its shares of Series E Preferred
Stock into Common Stock to the extent permitted hereby) and (b) the resulting
successor or acquiring company (if not the Company) assumes by written
instrument the obligation of the Company under this Certificate of Designation,
including the obligations of this Section 5(c)(ii).

               (d) Fractional Shares. If any adjustment under Section 5(c) would
create a fractional share of Common Stock or a right to acquire a fractional
share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common Stock issuable upon conversion shall be the next higher
whole number of shares.

               (e) Taxes, etc. The Company will pay any taxes that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of shares of the Series E Preferred Stock.

               (f) Assurances. The Company will not, by amendment of its
certificate of incorporation, as amended, or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 5 and in the taking of all
such action as may be necessary or appropriate in order to protect the
conversion rights of the holders of the Series E Preferred Stock against
impairment.

          Section 6. Voting Rights. Except to the extent otherwise expressly
provided by the General Corporation Law of the State of Delaware, the Series E
Preferred Stock shall not be entitled to vote on any common stock matters.

          Section 7. Miscellaneous.

               (a) Amendment and Waiver. No amendment, modification or waiver
will be binding or effective with respect to any provisions of this Certificate
of Designation without the prior written consent or affirmative vote of the
holders of not less than a majority of the Series E Preferred Stock outstanding
at the time such action is taken.

               (b) Notices. Except as otherwise expressly provided herein, all
notices referred to herein will be in writing and will be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and will be deemed to
have been given when so mailed or sent (i) to the Company, at its principal
executive office, and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Company (unless otherwise indicated by
notice given to the Company by any such holder).

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          IN WITNESS WHEREOF, Cedric Kushner Promotions, Inc. has caused this
Certificate of Designation to be executed this ____ day of October, 2004.


                                             CEDRIC KUSHNER PROMOTIONS, INC.


                                             By:________________________________
                                                Name:
                                                Title:

Attest:

By:____________________________
   Name:
   Title: