EXHIBIT 10.46

                              CONSULTING AGREEMENT

     THIS  AGREEMENT,  made,  entered into,  and effective this 1st day of June,
2004 (the "Effective Date"), by and between Roy Roberts,  an Individual with its
principal  place of business at 200 Winston  Drive,  Apartment  2603,  Cliffside
Park,  NJ 07010  (hereinafter  referred to as  "Consultant"),  and Cedric Kusher
Promotions, Inc., a Delaware corporation with its principal place of business at
1414 Avenue of  Americas,  Suite 406, NY, NY 10019  (hereinafter  referred to as
"Corporation").

                              W I T N E S S E T H:

     WHEREAS,  Consultant  desires to provide such  consulting  services for the
Corporation as an independent  contractor,  with the understanding that he shall
not be required to devote his full time to the business of the  Corporation  and
shall be free to pursue other personal and business interests; and

     WHEREAS,  the Company is  desirous  of  retaining  the  Consultant  for the
purpose of corporate planning and financial restructuring.

     NOW, THEREFORE,  in consideration of the premises,  the mutual covenants of
the parties  herein  contained  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by each of the parties
hereto, it is agreed as follows:

     1. CONSULTING ARRANGEMENT.

          1.1 Contract for Services.  The Corporation  hereby  contracts for the
services  of  Consultant  and  Consultant  agrees to  perform  such  duties  and
responsibilities  and to render advice and consulting as may be requested by the
Corporation from time to time during the term of this consulting  arrangement in
connection  with the  Corporation's  business  throughout  the United States and
world wide ("Consulting Arrangement").  Consultant shall use his best efforts to
keep the  Corporation  informed of all corporate  business  opportunities  which
shall come to his attention and appear beneficial to the Corporation's  business
so that the  Corporation  can  obtain the  maximum  benefits  from  Consultant's
knowledge, experience, and personal contacts.

          1.2 Services  Rendered by Consultant.  Said consulting  services shall
include,  but not be  limited  to,  re-structuring  the  balance  sheet  for the
Corporation,  negotiating with creditors,  retiring debt, contract  negotiation,
preparation  and review of Private  Placement  Memoranda,  and other  consulting
services as the Corporation  deems necessary  directed toward  strengthening the
Corporation's  financial position.  The Consultant also agrees that it will make
substantial  introductions to the Corporation to potential  investors who may be
interested in investing in various financing  vehicles being offered for sale by
the Corporation.

          1.3 Prohibited Services. The services to be rendered by the Consultant
to the Corporation shall under no circumstances include, directly or indirectly,
the following:  (i) any  activities  which could be deemed by the Securities and
Exchange  Commission to constitute  investment  banking or any other  activities
required the  Consultant  to register as a  broker-dealer  under the  Securities
Exchange  Act of 1934;  (ii) any  activities  which  could  be  deemed  to be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction;  or (iii) any market making or promotional  activities regarding or
involving the Company's common stock.

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     2.  RELATIONSHIP  BETWEEN  PARTIES.  During  the  term  of  the  Consulting
Arrangement,  Consultant  shall be deemed to be an  independent  contractor.  He
shall be free to devote his time,  energy and skill to any such person,  firm or
company as he deems advisable except to the extent he is obligated to devote his
time,  energy  and  skill  to the  Corporation  pursuant  to the  terms  of this
Agreement,  his obligation to the Corporation shall supercede other obligations.
Consultant  shall not be considered as having an employee  status  vis-a-vis the
Corporation,  or by virtue  of the  Consulting  Arrangement  being  entitled  to
participate  in any plans,  arrangements  or  distributions  by the  Corporation
pertaining to or in connection with any pension,  stock,  bonus, profit sharing,
welfare  benefits,  or  similar  benefits  for  the  regular  employees  of  the
Corporation. The Corporation shall not withhold any taxes in connection with the
compensation  due Consultant  hereunder,  and Consultant will be responsible for
the payment of any such taxes and hereby  agrees to  indemnify  the  Corporation
against nonpayment thereof.

     3. COMPENSATION FOR THE CONSULTING ARRANGEMENT.

          3.1  Consideration  for Consulting  Services.  It is understood by the
Consultant  that the  Company is  currently  in the  process of  undertaking  to
solicit  proxies from its  shareholders  seeking to authorize an increase in the
number of  authorized  shares of common  stock of the  Company  from 20  million
shares to 100 million shares (the "Proxy").  As consideration for the consulting
services to be provided by  Consultant  during the term of this  Agreement,  the
Consultant  shall receive  monthly,  commencing  on the  effective  date of this
agreement and continuing until the agreement's  termination,  10,000  restricted
shares of the company's  common  stock.  Such shares shall be paid to Consultant
within 30 days of the completion of the proxy and any other necessary  corporate
action which must be taken to issue said  shares,  such  corporate  action to be
undertaken as quickly as  practicable.  The Company shall  undertake to register
the shares on a Form S-8  registration  statement  filing with SEC and shall use
reasonable efforts to seek effectiveness of the registration statement, but does
not hereby  guarantee the success of those efforts.  In the event that the Proxy
is not successfully  completed on or before November 1, 2004, the parties hereto
shall  attempt  to  renegotiate  the terms of  compensation  otherwise  provided
hereunder.   In  the  event  that  the  parties   cannot  agree  on  alternative
compensation,  this Agreement  shall be void and the  Corporation  shall have no
obligation to the Consultant hereunder.

          3.2  Expenses.  Company  agrees  to pay for  all  costs  and  expenses
incurred  associated with its employees' working with the Consultant,  including
lodging,  meals,  and travel as necessary.  Consultant shall furnish a completed
expense report to be approved by the Company prior to any reimbursement.

     4. TERM OF CONSULTING  ARRANGEMENT.  The Consulting Arrangement shall begin
effective as of the Effective  Date of this  Agreement and shall  continue for a
period of six (6) months (the "Consulting Period").

     5. CONFIDENTIALITY COVENANTS.

          5.1  Acknowledgments  by the Consultant.  The Consultant  acknowledges
that  (a)  during  the  Consulting  Period  and  as a  part  of  his  Consulting
Arrangement,  the Consultant will be afforded access to Confidential Information
(as defined below); (b) public disclosure of such Confidential Information could
have an adverse  effect on the  Corporation  and its  business;  (c) because the
Consultant possesses  substantial  technical expertise and skill with respect to
the  Corporation's   business,  the  Corporation  desires  to  obtain  exclusive
ownership of each Consultant  Invention (as defined below),  and the Corporation
will  be at a  substantial  competitive  disadvantage  if it  fails  to  acquire
exclusive  ownership of each  Consultant  Invention;  (d) the provisions of this
Section 5 are reasonable and necessary to prevent the improper use or disclosure
of  Confidential  Information  and to provide  the  Corporation  with  exclusive
ownership of all Consultant Inventions.

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          5.2 Agreements of the Consultant. In consideration of the compensation
and benefits to be paid or provided to the Consultant by the  Corporation  under
this Agreement, the Consultant covenants as follows:

     (a)  Confidentiality.  During and  following  the  Consulting  Period for a
period of not less than three years,  the Consultant will hold in confidence the
Confidential  Information and will not disclose it to any person except with the
specific  prior  written  consent  of the  Corporation  or except  as  otherwise
expressly permitted by the terms of this Agreement.

     (i) Any trade  secrets of the  Corporation  will be  entitled to all of the
protections  and benefits  under New York  Statutes and common law and any other
applicable  law. If any  information  that the  Corporation  deems to be a trade
secret is found by a court of  competent  jurisdiction  not to be a trade secret
for  purposes  of  this  Agreement,  such  information  will,  nevertheless,  be
considered  Confidential   Information  for  purposes  of  this  Agreement.  The
Consultant  hereby waives any requirement  that the Corporation  submit proof of
the economic value of any trade secret or post a bond or other security.

     (ii) None of the foregoing obligations and restrictions applies to any part
of the Confidential  Information that the Consultant  demonstrates was or became
generally  available to the public other than as a result of a disclosure by the
Consultant.

     (iii)  The  Consultant  will not  remove  from the  Corporation's  premises
(except to the extent such  removal is for  purposes of the  performance  of the
Consultant's  duties  at  home  or  while  traveling,  or  except  as  otherwise
specifically  authorized by the  Corporation)  any document,  record,  notebook,
plan, model,  component,  device, or computer software or code, whether embodied
in a disk or in any other form  (collectively,  the  "Proprietary  Items").  The
Consultant  recognizes that, as between the Corporation and the Consultant,  all
of the Proprietary  Items,  whether or not developed by the Consultant,  are the
exclusive  property of the  Corporation.  Upon  termination of this Agreement by
either  party,  or upon the  request of the  Corporation  during the  Consulting
Period,  the Consultant  will return to the  Corporation  all of the Proprietary
Items in the Consultant's possession or subject to the Consultant's control, and
the  Consultant  shall not  retain any  copies,  abstracts,  sketches,  or other
physical embodiment of any of the Proprietary Items.

     (b)  Consultant   Inventions.   Each   Consultant   Invention  will  belong
exclusively  to the  Corporation.  The Consultant  acknowledges  that all of the
Consultant's writing,  works of authorship,  and other Consultant Inventions are
works  made  for  hire  and  the  property  of the  Corporation,  including  any
copyrights,  patents, or other intellectual  property rights pertaining thereto.
If it is  determined  that any such  works  are not  works  made for  hire,  the
Consultant  hereby assigns to the  Corporation  all of the  Consultant's  right,
title,  and  interest,  including  all rights of  copyright,  patent,  and other
intellectual  property  rights,  to  or  in  such  Consultant  Inventions.   The
Consultant covenants that he will promptly:

     (i) disclose to the Corporation in writing any Consultant Invention;

     (ii)assign to the Corporation or to a party  designated by the Corporation,
at the Corporation's  request and without  additional  compensation,  all of the
Consultant's  right to the  Consultant  Invention  for the United States and all
foreign jurisdictions;

     (iii)   execute  and  deliver  to  the   Corporation   such   applications,
assignments,  and other  documents  as the  Corporation  may request in order to
apply  for and  obtain  patents  or  other  registrations  with  respect  to any
Consultant Invention in the United States and any foreign jurisdictions;

     (iv)sign all other papers necessary to carry out the above obligations; and

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     (v) give  testimony  and  render  any other  assistance  in  support of the
Corporation's rights to any Consultant Invention.

          5.3 Disputes or Controversies. The Consultant recognizes that should a
dispute or  controversy  arising from or relating to this Agreement be submitted
for  adjudication to any court,  arbitration  panel,  or other third party,  the
preservation of the secrecy of Confidential Information may be jeopardized.  All
pleadings,  documents,  testimony, and records relating to any such adjudication
will be  maintained  in secrecy  and will be  available  for  inspection  by the
Corporation,  the Consultant,  and their respective  attorneys and experts,  who
will  agree,  in advance  and in  writing,  to  receive  and  maintain  all such
information in secrecy, except as may be limited by them in writing.

          5.4 Definitions.

     (a) For the purposes of this Section 5,  "Confidential  Information"  shall
mean any and all:

     (i) trade secrets  concerning the business and affairs of the  Corporation,
product  specifications,  data,  know-how,  formulae,  compositions,  processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
past,  current,  and  planned  research  and  development,  current  and planned
manufacturing or distribution methods and processes, customer lists, current and
anticipated customer requirements, non-public financial or business information,
price lists,  market  studies,  business plans,  computer  software and programs
(including  object  code  and  source  code),  computer  software  and  database
technologies,  systems,  structures,  and  architectures  and related  formulae,
compositions,    processes,   improvements,   devices,   know-how,   inventions,
discoveries,  concepts,  ideas, designs, methods and information,  and any other
information,  however  documented,  that is a trade secret within the meaning of
Chapter 688, Florida Statutes;

     (ii)information  concerning  the  business  and affairs of the  Corporation
(which  includes  historical  financial  statements,  financial  projections and
budgets, historical and projected sales, capital spending budgets and plans, the
names and  backgrounds of key personnel,  personnel  training and techniques and
materials, however documented; and

     (iii) notes, analysis, compilations, studies, summaries, and other material
prepared by or for the Corporation  containing or based, in whole or in part, on
any information included in the foregoing.

     (b) For the purposes of this Section 5,  "Consultant  Invention" shall mean
any idea, analysis, compilation, invention, technique, modification, process, or
improvement (whether subject to patent, copyright or trademarkable protection --
or not), any industrial  design  (whether  registerable or not), and any work of
authorship (whether or not copyright protection may be obtained for it) created,
conceived, or developed by the Consultant,  either solely or in conjunction with
others, during the Consulting Period, or a period that includes a portion of the
Consulting  Period,  that  relates in any way to, or is useful in any manner in,
the  business  then  being   conducted  or  proposed  to  be  conducted  by  the
Corporation,  and any such item created by the  Consultant,  either solely or in
conjunction with others,  following  termination of the Consultant's  Consulting
Arrangement  with  the  Corporation,  that is  based  upon or uses  Confidential
Information.

     6. NON-COMPETITION AND NON-INTERFERENCE

          6.1  Acknowledgments  by the Consultant.  The Consultant  acknowledges
that:  (a) the  services to be performed  by him under this  Agreement  are of a
special,  unique, unusual,  extraordinary,  and intellectual character;  (b) the
Corporation's  business  is  national  in scope  and its  products/services  are
marketed  throughout  the United  States  and world  wide;  (c) the  Corporation
competes with other businesses that are or could be located in any part of

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the United  States and world  wide;  (d) the  provisions  of this  Section 6 are
reasonable and necessary to protect the Corporation's business.

          6.2   Covenants   of  the   Consultant.   In   consideration   of  the
acknowledgments by the Consultant,  and in consideration of the compensation and
benefits  to be paid or  provided  to the  Consultant  by the  Corporation,  the
Consultant  covenants that he is expressly  prohibited from any of the following
(either  directly or indirectly)  during the period of the Consulting  Agreement
and for three years after the conclusion of the Consulting Agreement:

     (a) disclosing any Confidential Information of the Corporation.

     (b) consulting for or investing in, owning, managing, operating, financing,
controlling,   or  participating  in  the  ownership,   management,   operation,
financing,  or control of, be employed  by,  associated  with,  or in any manner
connected  with,  lend  the  Consultant's  name or any  similar  name  to,  lend
Consultant's  credit to or render  services  or advice  to, any  business  whose
products  or  activities  compete  in whole  or in part  with  the  products  or
activities of the Corporation anywhere within the United States;

     (c)  whether  for the  Consultant's  own  account or for the account of any
other person,  soliciting  business of the same or similar type being carried on
by the Corporation,  from any person known by the Consultant to be a customer or
competitor  of the  Corporation,  whether  or not the  Consultant  had  personal
contact  with such person  during and by reason of the  Consultant's  Consulting
Arrangement with the Corporation;

     (d)  whether for the  Consultant's  own account or the account of any other
person  (i)  soliciting,  employing,  or  otherwise  engaging  as  an  employee,
independent  contractor,  or otherwise,  any person who is or was an employee of
the  Corporation  at any time  during  the  Consulting  Period or in any  manner
inducing or  attempting to induce any employee of the  Corporation  to terminate
his Consulting  Arrangement or employment  arrangement with the Corporation;  or
(ii) interfering with the Corporation's  relationship with any person, including
any  person  who at any time  during  the  Consulting  Period  was an  employee,
contractor, supplier, or customer of the Corporation; or

     (e) at any time  during or after the  Consulting  Period,  disparaging  the
Corporation  or any of its  shareholders,  directors,  officers,  employees,  or
agents.

     If any covenant in this Section 6.2 is held to be unreasonable,  arbitrary,
or against public policy,  such covenant will be considered to be divisible with
respect to scope,  time,  and geographic  area, and such lesser scope,  time, or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable,  not arbitrary,  and not against public policy, will
be effective,  binding,  and enforceable  against the Consultant.  The period of
time applicable to any covenant in this Section will be extended by the duration
of any violation by the Consultant of such covenant.

     7. NOTICES. All notices, consents,  waivers, and other communications under
this  Agreement  must be in  writing  and will be deemed to have been duly given
when (a) delivered by hand (with written  confirmation of receipt),  (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by  registered  mail,  return  receipt  requested,  or (c) when  received by the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

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     If to the Corporation:      Cedric Kusher Promotions, Inc. a Delaware Corp.
                                 James Dilorenzo, Vice President
                                 1414 Avenue of Americas
                                 Suite 406
                                 New York, New York 10019

     If to the Consultant:       Roy Roberts
                                 200 Winston Drive
                                 Apartment 2603
                                 Cliffside Park, NJ 07010


     8.  BINDING  EFFECT.  This  Agreement  shall  extend to, shall inure to the
benefit  of and shall be  binding  upon all the  parties  hereto and upon all of
their respective heirs, successors and representatives.

     9. ENTIRE AGREEMENT. This Agreement,  including the agreements incorporated
by  reference,  contains  the entire  Agreement  among the  parties  hereto with
respect to the matters  contemplated  hereby and supersedes all prior agreements
and  undertakings  between  the  parties  with  respect  to such  matters.  This
Agreement may not be amended, modified or terminated in whole or in part, except
in writing, executed by each of the parties hereto.

     10.  INDEMNIFICATION.   Consultant  hereby  agrees  to  hold  harmless  and
indemnify  Corporation from and against any and all loss, damage,  expense,  and
cost (including reasonable attorneys' fees incurred in connection with the same)
incurred by  Corporation as a result of  Consultant's  breach of any covenant or
agreement made herein.

     11. SPECIFIC PERFORMANCE. The Consultant acknowledges that any violation of
the restrictive covenants or confidentiality  provisions in this agreement would
result in damages to the Corporation that are imminent and irrevocable in nature
and are  further  difficult  to  measure  in terms of  monetary  damages.  It is
acknowledged  and agreed by Consultant that any breach of these provisions shall
constitute  irreparable injury to the Corporation and Consultant consents to the
entry of a temporary,  preliminary  and permanent  injunction  without need of a
bond to prevent any such injury to the Corporation.

     12.  SEVERABILITY.  Should any part of any  provision of this  Agreement be
declared  invalid  by a  court  of  competent  jurisdiction,  such  decision  or
determination  shall not affect the  validity of any  remaining  portion of such
provision or any other provision and the remainder of the Agreement shall remain
in full force and  effect  and shall be  construed  in all  respects  as if such
invalid or unenforceable provision or portion thereof were not contained herein.
In the event of a declaration  of invalidity,  the provision or portion  thereof
declared invalid shall not necessarily be invalidated in its entirety, but shall
be observed  and  performed  by the parties to the  Agreement to the extent such
provision is valid and enforceable.

     13.  SECTION  HEADINGS.  The  section  headings  contained  herein  are for
convenience  of reference only and shall not be considered any part of the terms
of this Agreement.

     14. CHOICE OF LAW. This  Agreement  shall be  interpreted  and performed in
accordance  with  the laws of the  State of New  York,  and the  parties  agree,
notwithstanding  the  principles  of conflicts of law, that the internal laws of
the State of New York shall  govern and  control the  validity,  interpretation,
performance,  and enforcement of this Agreement. Venue for any action under this
Agreement shall rest in the Courts of New York County in the State of New York.

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     IN  WITNESS  WHEREOF,  Consultant  has  hereunto  put  his  hand,  and  the
Corporation  has caused this  instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.

     NOTE: ALL OTHER PREVIOUS  AGREEMENTS  SIGNED OR UNSIGNED ARE NULL AND VOID.
THIS AGREEMENT WILL BE FINAL UNLESS BOTH PARTIES AGREE TO IN WRITING FOR ANY AND
ALL OTHER CHANGES.

     CONSULTANT:                            CORPORATION:


     Roy Roberts                            Jim DiLorenzo, Vice President

     By: ______________________             By: ________________________


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