EXHIBIT 10.48

                                    EXHIBIT A

THIS NOTE IS ONLY  CONVERTIBLE  INTO  SHARES OF COMMON  STOCK  UPON  SHAREHOLDER
APPROVAL TO INCREASE ITS  AUTHORIZED  AND THE COMPANY CANNOT GIVE ANY ASSURANCES
THAT IT WILL RECEIVE SHAREHOLDER APPROVAL. THE COMPANY WILL SEEK TO INCREASE ITS
AUTHORIZED TO 100,000,000. IN THE EVENT THE COMPANY DOES NOT RECEIVE SHAREHOLDER
APPROVAL  TO  INCREASE  ITS  AUTHORIZED  COMMON  STOCK,  THIS NOTE WILL NOT BE A
CONVERTIBLE INSTRUMENT.

THIS NOTE OFFERED  HEREBY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED,  OR THE SECURITIES LAWS OF CERTAIN STATES AND IS BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THIS NOTE (AND ANY SECURITIES  ISSUED UPON CONVERSION OF THIS
NOTE) IS SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS PURSUANT
TO REGISTRATION  OR EXEMPTION  THEREFROM.  THIS NOTE (AND ANY SECURITIES  ISSUED
UPON  CONVERSION  OF THIS  NOTE) HAS NOT BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY  AUTHORITY,  NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                         10% CONVERTIBLE PROMISSORY NOTE

$_______                                                          July __, 2004


     For value received CEDRIC KUSHNER PROMOTIONS,  INC., a Delaware corporation
("Payor" or the "Company") promises to pay to  ________________,  or its assigns
("Holder")  the  principal  sum of $________  with  interest on the  outstanding
principal  amount at the rate of 10% per annum,  compounded  annually based on a
365-day year.  Interest with respect to this  promissory note (the "Note") shall
commence with the date hereof and shall  continue on the  outstanding  principal
until paid in full.  Principal  and  accrued  interest  shall be due one hundred
twenty (120) calendar days after the date hereof (the "Maturity Date").

     1. All payments of interest and  principal  shall be in lawful money of the
United  States of  America.  All  payments  shall be  applied  first to  accrued
interest and  thereafter to principal.  All payments shall be made to the Holder
at the address set forth in the  questionnaire  to the Note and Warrant Purchase
Agreement (the "Note and Warrant Purchase  Agreement") being entered into by the
Holder and Company of even date herewith.

     2. In the event the  principal  amount of this Note,  together with accrued
but unpaid  interest,  is not paid on or before the Maturity  Date,  the Company
shall  have an  additional  thirty  (30)  calendar  days in which to pay off the
principal and accrued but unpaid interest.  In the event the principal amount of
this Note,  together with accrued but unpaid interest,  is not paid on or before
the one hundred fiftieth (150th) calendar day after the date hereof,  the Holder
shall  convert the  outstanding  principal  amount of this Note,  together  with
accrued but unpaid interest,  into that number of shares of the Company's common
stock equal to the  outstanding  principal  amount of this Note,  together  with
accrued but unpaid  interest,  divided by eighty-five  percent (85%) of the five
day average closing bid price of the Company's common stock for the five trading
day period immediately preceding the Company's receipt of the Holder's notice to
convert  and  Note,  with a  maximum  conversion  price of $0.50 per share and a
minimum conversion price of $0.30 per share.

     In order to convert,  the Holder must send  written  notice to the Company,
and the  Company  shall  deliver the shares of common  stock to the Holder,  per
Holder's written  instructions,  within ten (10) calendar days of receipt of the
Holder's written notice.

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     NOTWITHSTANDING THE FOREGOING, ON THE DATE HEREOF, THERE ARE NOT SUFFICIENT
SHARES OF COMMON  STOCK OF THE  COMPANY  RESERVED TO ISSUE SUCH SHARES OF COMMON
STOCK OF THE  COMPANY IF THIS NOTE WAS  CONVERTED  ON THE DATE  HEREOF.  IF SUCH
NUMBER OF SHARES OF COMMON  STOCK OF THE COMPANY  ARE FOR ANY REASON  WHATSOEVER
STILL NOT  AVAILABLE TO BE ISSUED BY THE COMPANY AT THE TIME OF SUCH EVENT,  THE
COMPANY SHALL SO ISSUE SUCH SHARES OF COMMON STOCK AS SOON AS PRACTICABLE.

     3. REGISTRATION RIGHTS.

     As used in this  Section,  the  following  terms  shall have the  following
meanings:

     (a) Definitions

     (i) "Holders" shall mean the Purchasers of the Notes and Warrants,  and any
person holding Registrable Securities.

     (ii)  "Person"  shall mean any  person,  individual,  corporation,  limited
liability company,  partnership,  trust or other  nongovernmental  entity or any
governmental agency, court,  authority or other body (whether foreign,  federal,
state, local or otherwise).

     (iii) The terms "register,"  "registered" and  "registration"  refer to the
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement.

     (iv)  "Registrable  Securities"  shall mean (i) the shares of Common  Stock
issuable upon conversion of the Notes;  (ii) the shares of Common Stock issuable
upon exercise of the Warrants (the "Warrant Shares");  provided,  however,  that
securities  shall only be treated as  Registrable  Securities if and only for so
long as they (A) have not been disposed of pursuant to a registration  statement
declared effective by the SEC or, (B) have not been sold in a transaction exempt
from the  registration and prospectus  delivery  requirements of the Act so that
all transfer  restrictions  and  restrictive  legends  with respect  thereto are
removed upon the consummation of such sale.

     (v) "Registration Expenses" shall mean all expenses incurred by the Company
in  complying  with  the  registration  provisions  hereof,  including,  without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees,  fees and  expenses of counsel for the  Company,  blue sky fees and
expenses  and the expense of any special  audits  incident to or required by any
such registration (but excluding the fees of legal counsel for any Holder).

     (vi) "Selling  Expenses" shall mean all underwriting  discounts and selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
expenses of legal counsel for any Holder.

     (b) In the event shareholder approval is obtained to increase the Company's
authorized shares, the Company shall file a registration  statement covering the
Registrable  Securities on the appropriate form (the  "Registration  Statement")
with the SEC and use its best efforts to effect the registration, qualifications
or compliances  (including,  without  limitation,  the execution of any required
undertaking to file post-effective  amendments) no later than one hundred twenty
(120) calendar days following the date shareholders approved was obtained.

     (c) All Registration Expenses incurred in connection with any registration,
qualification,  exemption  or  compliance  shall be borne  by the  Company.  All
Selling Expenses  relating to the sale of securities  registered by or on behalf
of Holders shall be borne by such Holders pro rata on the basis of the number of
securities so registered.

     (d) In the case of the registration, qualification, exemption or compliance
effected by the Company  pursuant to the terms of this Note,  the Company shall,
upon  reasonable  request,   inform  each  Holder  as  to  the  status  of  such
registration,  qualification,  exemption  and  compliance.  At its  expense  the
Company shall:

     (i) use its best efforts to keep such registration,  continuously effective
until the Holders have completed the distribution  described in the registration
statement  relating  thereto.  The period of time  during  which the  Company is
required hereunder to keep the Registration  Statement  effective is referred to
herein as "the  Registration  Period."  Notwithstanding  the  foregoing,  at the
Company's   election,   the  Company  may  cease  to  keep  such   registration,
qualification, exemption or compliance effective with respect to any Registrable
Securities, and the registration rights of a Holder shall expire, on the earlier
of (i) the date on which no Notes are converted, or (ii) August 1, 2006

     (ii) advise the Holders:

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     (A) when the Registration Statement or any amendment thereto has been filed
with the SEC and when the Registration Statement or any post-effective amendment
thereto has become effective;

     (B)  of any  request  by the  SEC  for  amendments  or  supplements  to the
Registration  Statement or the  prospectus  included  therein or for  additional
information;

     (C)  of  the  issuance  by  the  SEC  of  any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for such purpose;

     (D) of the receipt by the Company of any  notification  with respect to the
suspension of the qualification of the Registrable  Securities  included therein
for sale in any  jurisdiction or the initiation or threatening of any proceeding
for such purpose; and

     (E) of the  happening of any event that  requires the making of any changes
in the  Registration  Statement or the  prospectus so that, as of such date, the
statements  therein are not  misleading and do not omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of the prospectus,  in the light of the circumstances  under which they
were made) not misleading;

     (iii) make every  reasonable  effort to obtain the  withdrawal of any order
suspending  the  effectiveness  of any  Registration  Statement  at the earliest
possible time;

     (iv) cooperate with the Holders to facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to any Registration  Statement free of any restrictive legends to the extent not
required at such time and in such  denominations and registered in such names as
Holders  may  request  at  least  five  (5)  business  days  prior  to  sales of
Registrable Securities pursuant to such Registration Statement; and

     (e) As a condition to the  inclusion of its  Registrable  Securities,  each
Holder shall furnish to the Company such  information  regarding such Holder and
the  distribution  proposed by such Holder as the Company may request in writing
or as shall be required in connection with any registration.

     (f) With a view to making  available to the Holders the benefits of certain
rules  and  regulations  of the SEC  which  at any time  permit  the sale of the
Registrable Securities to the public without registration, the Company shall use
its reasonable best efforts to:

     (i)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Act, at all times;

     (ii) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Exchange Act; and

     (iii) so long as a Holder  owns any  unregistered  Registrable  Securities,
furnish to such Holder,  upon any reasonable request, a written statement by the
Company as to its  compliance  with Rule 144 under the Act,  and of the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  all
necessary  opinion  letters that may be requested by the transfer agent and such
other reports and documents of the Company as such Holder may reasonably request
in availing  itself of any rule or  regulation  of the SEC  allowing a Holder to
sell any such securities without registration.

     (iv) at the request of any Purchaser,  give its transfer Agent instructions
(supported  by an opinion of Company  counsel,  if required or  requested by the
transfer agent) to the effect that, upon the transfer  agent's receipt from such
Purchaser of:

     a certificate (a "Rule 144 Certificate") certifying (A) that such Purchaser
     has held the shares of Registrable  Securities which the Purchaser proposes
     to sell (the  "Securities  Being  Sold")  for a period of not less than (1)
     year and as to such other matters as may be appropriate in accordance  with
     Rule 144  under the  Securities  Act,  and (B) an  opinion  of  Purchaser's
     counsel,   acceptable  to  the  Company,   that,  based  on  the  Rule  144
     Certificate,  the  Securities  Being  Sold  may  be  sold  pursuant  to the
     provisions  of Rule 144,  even in the absence of an effective  Registration
     Statement,  the transfer  agent is to effect the transfer of the Securities
     Being Sold and issue to the buyer(s) or  transferee(s)  thereof one or more
     stock  certificates  representing  the  transferred  Securities  Being Sold
     without any restrictive  legend and without  recording any  restrictions on
     the  transferability  of such  shares  on the  transfer  agent's  books and
     records. If the transfer agent requires any additional documentation at the
     time of the  transfer,  the Company  shall deliver or cause to be delivered
     all  such  reasonable  additional  documentation  as  may be  necessary  to
     effectuate the issuance of an unlegended certificate.

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     (g) The rights to cause the  Company  to  register  Registrable  Securities
granted to the  Holders by the  Company  may be  assigned in full by a Holder in
connection  with a  transfer  by  such  Holder  of its  Registrable  Securities,
provided,  however,  that  (i)  such  transfer  may  otherwise  be  effected  in
accordance with applicable securities laws; (ii) such Holder gives prior written
notice to the Company; and (iii) such transferee agrees to comply with the terms
and provisions of this Note,  and such transfer is otherwise in compliance  with
the terms of this Note.

     4. This Note shall be governed by and construed in accordance with the laws
of the State of New York relating to contracts  entered into and to be performed
wholly within such State.  Each party hereto hereby  irrevocably  submits to the
jurisdiction  of any New York State court or United States Federal court sitting
in New York County over any action or  proceeding  arising out of or relating to
this  Note  or  any  agreement   contemplated  hereby,  and  each  party  hereby
irrevocably  agrees that all claims in respect of such action or proceeding  may
be heard and  determined  in such New York  State or Federal  court.  Each party
hereto  further waives any objection to venue in such State and any objection to
an action or  proceeding in such State on the basis of a  non-convenient  forum.
The Purchaser  further agrees that any action or proceeding  brought against the
Company shall be brought only in New York State or United States  Federal courts
sitting in New York County.  EACH PARTY  HERETO  AGREES TO WAIVE ITS RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF THIS
AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

     5. Any notices or other  communications  required or  permitted to be given
under the terms of this Note must be in writing  and will be deemed to have been
delivered (a) upon receipt,  when delivered  personally;  (b) upon receipt, when
sent by facsimile  (provided  confirmation  of  transmission  is mechanically or
electronically  generated and kept on file by the sending party); or (c) one (1)
day after deposit with a nationally  recognized  overnight delivery service,  in
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

If to the Company:  Attention:  Jim DiLorenzo,  Cedric Kushner Promotions,  Inc.
1414  Avenue of the  Americas,  Suite  1402,  New  York,  New York  10019  (tel)
212-755-1944, (fax) 212-755-1989.

If to Holder:  at the  address  set forth on the  questionnaire  to the Note and
Warrant Purchase  Agreement being entered into by the Holder and Company of even
date herewith

     6. Payor hereby waives demand, notice,  presentment,  protest and notice of
dishonor.

     7. The terms of this Note shall be construed in accordance with the laws of
the State of New ork, as applied to contracts entered into by New York residents
within  the State of New York,  which  contracts  are to be  performed  entirely
within the State of New York.

     8. Any term of this Note may be amended or waived with the written  consent
of Payor and Holder and is subject to the  provisions  set forth in the Note and
Warrant  Purchase  Agreement,  including,  without  limitation,  the  provisions
concerning  transfer of this Note by the Holder. The Payor may prepay all or any
part of the  principal sum of this Note at any time or from time to time without
penalty at its sole discretion, provided that such principal prepayment shall be
accompanied  by all  interest  then accrued and provided the Company has not yet
received a notice of conversion for the amount it intends to prepay.

                                                CEDRIC KUSHNER PROMOTIONS, INC.


                                                By: _________________________
                                                    Cedric Kushner, President

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