EXHIBIT 10.47

                       NOTE AND WARRANT PURCHASE AGREEMENT

THIS SUBSCRIPTION IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION
4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"). THE NOTES
AND WARRANTS BEING OFFERED INVOLVE A HIGH DEGREE OF RISK.

THE  NOTE  AND   WARRANTS   THAT  YOU   PURCHASE  IN  THIS   OFFERING  ARE  ONLY
CONVERTIBLE/EXERCISBALE INTO SHARES OF COMMON STOCK UPON SHAREHOLDER APPROVAL TO
INCREASE ITS AUTHORIZED  SHARES TO  100,000,000  AND THE COMPANY CANNOT GIVE ANY
ASSURANCES THAT IT WILL RECEIVE SHAREHOLDER  APPROVAL.  IN THE EVENT THE COMPANY
DOES NOT RECEIVE  SHAREHOLDER  APPROVAL TO INCREASE ITS AUTHORIZED COMMON STOCK,
THE   SECURITES   THAT   YOU   PURCHASE   IN  THIS   OFFERING   WILL  NOT  BE  A
CONVERTIBLE/EXERCISABLE INSTRUMENT.

     This NOTE AND WARRANT PURCHASE  AGREEMENT (this  "Agreement"),  dated as of
July  15,  2004  is made by and  among  Cedric  Kushner  Promotions,  Inc,  (the
"Company"),  and the Purchasers  named on the signature  pages hereto,  together
with their  permitted  transferees  (each, a "Purchaser" and  collectively,  the
"Purchasers").

                                    RECITALS:

A. The Company and the Purchaser are executing and delivering  this Agreement in
reliance upon the exemption  from  securities  registration  afforded by Section
4(2) of the Securities Act of 1933, as amended, (the "Securities Act).

B.  The  Purchasers  desire,  upon  the  terms  and  conditions  stated  in this
Agreement,  to purchase, for an aggregate purchase price of a minimum of $10,000
and a maximum of up to $1,000,000, shares of Common Stock of the Company.

In consideration  of the premises and the mutual covenants  contained herein and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Company and the Purchaser hereby agree as follows:

1.  The  Loan.  Subject  to  the  terms  of  this  Agreement,  ____________  the
undersigned Purchaser hereby agrees to loan Cedric Kushner Promotions, Inc. (the
"Company") the principal amount set forth on the signature page hereof. The loan
shall be evidenced by a 10% promissory note in  substantially  the form attached
hereto  as  Exhibit  A (the  "Note").The  term  "Securities"  when  used in this
Agreement shall mean the Notes and/or Warrants.  Notwithstanding anything herein
to the contrary,  the Purchaser  acknowledges  and agrees that,  pursuant to the
terms of the Note, in the event the principal amount of the Note,  together with
accrued but unpaid interest,  is not paid on or before the one hundred twentieth
(120th)  calendar  day after the date of the Note,  the  Company  shall  have an
additional  thirty (30)  calendar days in which to pay the principal and accrued
but unpaid  interest.  In the event the principal  amount of the Note,  together
with accrued but unpaid  interest,  is not paid on or before the one hundred and
fiftieth  (150th)  calendar day after the date of the Note, the Purchaser  shall
have the right in its sole and absolute  discretion  to convert the  outstanding
principal amount of the 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 the 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 the Note, with a maximum
conversion price of $0.50 per share and a minimum conversion price

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of $0.30 per share. Unless otherwise defined, the capitalized terms herein shall
have the meanings assigned to such terms in the Note.

     The Purchaser  acknowledges  and agrees that the Note is one of a number of
other promissory notes, which are substantially the same as the Note, which such
Notes are being issued in connection  with the offering of the Note. The Company
is seeking to raise  gross  proceeds  in the  minimum  amount of $10,000 and the
gross maximum amount of $1,000,000 pursuant to the issuance of these Notes.

At the Closing, each Purchaser will pay the amount set forth beneath its name on
the  signature  page  hereof by either  check or wire  transfer  of  immediately
available  funds to Wachovia Bank,  National  Association in accordance with the
wire  instructions  set forth on the signature  page.  Wachovia  Bank,  National
Association  shall act as escrow agent.  The Company will deliver the Securities
to the  Purchaser  no later  than ten (10)  calendar  days  after the  Company's
receipt of the net purchase price from escrow.

2.  Issuance of Warrant.  For every $2.00 face amount of Note the Company  shall
issue the  Purchaser a warrant  (the  "Warrant")  to  purchase  one (1) share of
common stock of the Company,  with a term of 5 years and an exercise price equal
to $0.50.  The Warrant shall be in  substantially  the form  attached  hereto as
Exhibit B. There will be no warrants for fractional shares. If fractional shares
would  occur  based  upon  the  mathematical  formula  used in this  Section  to
calculate  the number of shares to be issued upon the  exercise of the  Warrant,
the  amount  of  shares  will  be  rounded  up  to  the  next   highest   share.
NOTWITHSTANDING  THE FOREGOING,  THERE ARE NOT SUFFICIENT SHARES OF COMMON STOCK
OF THE COMPANY  AUTHORIZED  OR RESERVED TO ISSUE SUCH SHARES OF COMMON  STOCK OF
THE COMPANY IF THE WARRANT WERE EXERCISED 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 THE  EXERCISE  OF THE
WARRANT,  THE  COMPANY  SHALL SO ISSUE  SUCH  SHARES OF COMMON  STOCK AS SOON AS
PRACTICABLE.

3.  Acceptance of  Subscription.  The Purchaser  understands and agrees that the
Company, in its sole discretion,  reserves the right to accept or reject this or
any other  subscription  for Notes, in whole or in part,  notwithstanding  prior
receipt by the  Purchaser  of notice of  acceptance  of this  subscription.  The
Company shall have no obligation  hereunder  until the Company shall execute and
deliver  to  the  Purchaser  an  executed  copy  of  this  Agreement.   If  this
subscription is rejected in whole, all funds received from the Purchaser will be
returned without  interest,  penalty,  expense or deduction,  and this Agreement
shall  thereafter  be of no further  force or effect.  If this  subscription  is
rejected in part, the funds for the rejected portion of this  subscription  will
be returned without interest,  penalty, expense or deduction, and this Agreement
will  continue  in full  force and effect to the extent  this  subscription  was
accepted.

4.   Representations   and  Warranties.   The  Purchaser  hereby   acknowledges,
represents, warrants and agrees as follows:

(a) None of the  Notes or shares of  common  stock  underlying  the Notes or the
Warrant  are  registered  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), or any state securities laws. The Purchaser  understands that
the  offering  and sale of the Notes and  Warrant is  intended to be exempt from
registration under the Securities Act, by virtue of Section 4(2) thereof and the
provisions of  Regulation D promulgated  thereunder,  based,  in part,  upon the
representations,  warranties and  agreements of the Purchaser  contained in this
Agreement;

(b)  The  Purchaser  and  the  Purchaser's   attorney,   accountant,   purchaser
representative and/or tax advisor, if any (collectively,  the "Advisors"),  have
received all documents  requested by Purchaser and its Advisors as they consider
necessary or  appropriate  to evaluate the risks and merits of an  investment in
the Notes and Warrants,  and have had access to all the Company's filings on the
Electronic Data Gathering and Retrieval  System  ("EDGAR"),  (collectively,  the
"SEC  Documents").  Purchaser  acknowledges  that the  Company is subject to the
periodic  reporting  requirements  of the  Securities  Exchange Act of 1934,  as
amended (the  "Exchange  Act") and the Purchaser has reviewed  copies of all SEC
Documents deemed relevant by the Purchaser and its Advisors (including,  without
limitation,  any Risk Factors contained therein). The Purchaser and its Advisors
have carefully reviewed such documents and understand the information  contained
therein. The Purchaser and its Advisors understand that the

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Company is not  current  with its EDGAR  filings.  The Company has not filed its
Form 10-QSB for the period ending March 31, 2004. The Purchaser and its Advisors
understand that the Company has been delisted from the over the counter bulletin
board and its securities are currently trading on the Pink Sheets. The Purchaser
and its  Advisors  understand  that on March 24,  2004,  the SEC brought a civil
action against Cedric Kushner  Promotions,  Inc. and its officers and directors.
The action  alleges that Cedric  Kushner  Promotions,  Inc. and its officers and
directors  violated  Section  10(b) of the  Securities  Exchange Act of 1934 and
Exchange  Rule  10b-5  thereunder.  The staff  also  alleges  that the  officers
violated Section 302(a) of the Public Company  Accounting  Reform and Purchasers
Protection Act of 2002 and Exchange Act Rule 13a-14 thereunder. In addition, the
staff further  alleges that the officers and directors  aided and abetted Cedric
Kushner  Promotions,  Inc.'s violation of the Exchange Act Sections 13(a), 13(b)
(2) (A), 13 (b) (2) (B) and Exchange Act Rules 12b-20 and 13a-1 thereunder;

(c) Neither the  Securities  and Exchange  Commission  nor any state  securities
commission has approved the Notes,  Warrant or shares of common stock underlying
the Notes or Warrant or passed  upon or endorsed  the merits of the  offering or
confirmed the accuracy or determined the adequacy of the offering documents. The
offering documents have not been reviewed by any Federal,  state,  provincial or
other regulatory authority;

(d) All documents,  records, and books pertaining to the investment in the Notes
or the Warrant have been made available for inspection by such Purchaser and the
Advisors, if any;

(e) The Purchaser and the Advisors, if any, have had a reasonable opportunity to
ask questions of and receive  answers from a person or persons  acting on behalf
of the  Company  concerning  the  offering  of the Notes and the Warrant and the
business,  financial  condition,  results of  operations  and  prospects  of the
Company,  and all such questions have been answered to the full  satisfaction of
the Purchaser and the Advisors, if any;

(f) In evaluating the suitability of an investment in the Company, the Purchaser
has not relied upon any  representation  or other  information (oral or written)
other than as stated in the  offering  documents or as contained in documents or
answers to  questions  so  furnished  to the  Purchaser  or the  Advisors by the
Company;

(g) The  Purchaser is unaware of, is no way relying on, and did not become aware
of the offering of the Notes or the Warrant  through or as a result of, any form
of general  solicitation or general advertising  including,  without limitation,
any  article,  notice,  advertisement  or other  communication  published in any
newspaper,  magazine or similar media or broadcast over  television or radio, in
connection  with the  offering  and sale of the Notes and the Warrant and is not
subscribing for Notes or the Warrant and did not become aware of the offering of
the Notes and Warrant  through or as a result of any seminar or meeting to which
the Purchaser was invited by, or any solicitation of a subscription by, a person
not  previously  known  to the  Purchaser  in  connection  with  investments  in
securities generally;

(h) The  Purchaser has taken no action which would give rise to any claim by any
person for  brokerage  commissions,  finders'  fees or the like relating to this
Agreement or the transactions  contemplated hereby,  except for the Finder's Fee
Agreement  between the Company and Clayton  Dunning & Company,  Inc.,  a copy of
which is attached as Exhibit C;

(i)  The  Purchaser  or the  Purchaser's  representative,  as the  case  may be,
together with the  Advisors,  have such  knowledge and  experience in financial,
tax, and business matters, and, in particular,  investments in securities, so as
to enable them to utilize the  information  made available to them in connection
with the  offering of the Notes and the Warrant to evaluate the merits and risks
of an  investment  in the Notes and the  Warrant  and the Company and to make an
informed investment decision with respect thereto;

(j) The  Purchaser  is not relying on the  Company,  or any of its  employees or
agents with respect to the legal, tax, economic and related considerations of an
investment  in the Notes or the  Warrant,  and the  Purchaser  has relied on the
advice of, or has consulted with, only his own Advisors;

(k) The  Purchaser  is  acquiring  the Notes  and the  Warrant  solely  for such
Purchaser's  own  account  for  investment  and  not  with a view to  resale  or
distribution thereof, in whole or in part. The Purchaser has no agreement

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or arrangement,  formal or informal,  with any person to sell or transfer all or
any part of the Notes or the  Warrant,  or the shares of Common  Stock  issuable
upon  repayment or conversion  of the Notes or exercise of the Warrant,  and the
Purchaser has no plans to enter into any such agreement or arrangement;

(l) The Purchaser must bear the substantial  economic risks of the investment in
the Notes and the Warrant  indefinitely  because the securities may not be sold,
hypothecated or otherwise disposed of unless  subsequently  registered under the
Securities Act and applicable  state  securities  laws or an exemption from such
registration is available.  Legends shall be placed on the Notes and the Warrant
to the effect that they have not been  registered  under the  Securities  Act or
applicable state securities laws and appropriate  notations thereof will be made
in the Company's stock books. Stop transfer instructions will be placed with the
transfer agent of the securities constituting the Notes and the Warrant;

(m) The Purchaser has adequate means of providing for such  Purchaser's  current
financial needs and foreseeable  contingencies  and has no need for liquidity of
the investment in the Notes or the Warrant for an indefinite period of time;

(n) The  Purchaser  is aware  that an  investment  in the Notes and the  Warrant
involves a number of very significant  risks,  and, in particular,  acknowledges
that the Company has had a limited  operating history and is engaged in a highly
competitive business;

(o) The  Purchaser  meets the  requirements  of at least one of the  suitability
standards for an "accredited  investor" as set forth on the Accredited  Investor
Certification contained herein;

(p) The Purchaser  (i) if a natural  person,  represents  that the Purchaser has
reached  the age of 21 and has full power and  authority  to execute and deliver
this Agreement and all other related agreements or certificates and to carry out
the  provisions  hereof and  thereof;  (ii) if a  corporation,  partnership,  or
limited liability company or partnership,  or association,  joint stock company,
trust,  unincorporated organization or other entity, represents that such entity
was not formed for the specific  purpose of acquiring  the Notes or the Warrant,
such entity is duly organized,  validly  existing and in good standing under the
laws of the state of its  organization,  the  consummation  of the  transactions
contemplated  hereby is  authorized  by, and will not result in a  violation  of
state law or its charter or other organizational documents, such entity has full
power and authority to execute and deliver this  Agreement and all other related
agreements or  certificates  and to carry out the provisions  hereof and thereof
and to purchase and hold the securities  constituting the Notes and the Warrant,
the  execution and delivery of this  Agreement  has been duly  authorized by all
necessary action,  this Agreement has been duly executed and delivered on behalf
of such entity and is a legal,  valid and binding  obligation of such entity; or
(iii) if executing this  Agreement in a  representative  or fiduciary  capacity,
represents  that it has full power and  authority  to execute and  deliver  this
Agreement in such capacity and on behalf of the  subscribing  individual,  ward,
partnership,  trust,  estate,  corporation,  or  limited  liability  company  or
partnership, or other entity for whom the Purchaser is executing this Agreement,
and such individual,  partnership,  ward, trust, estate, corporation, or limited
liability  company or  partnership,  or other entity has full right and power to
perform  pursuant to this  Agreement and make an investment in the Company,  and
represents that this Agreement constitutes a legal, valid and binding obligation
of such entity. The execution and delivery of this Agreement will not violate or
be in conflict with any order,  judgment,  injunction,  agreement or controlling
document to which the Purchaser is a party or by which it is bound;

(q) The Purchaser and the Advisors,  if any, have had the  opportunity to obtain
any additional  information,  to the extent the Company had such  information in
its  possession  or could  acquire it without  unreasonable  effort or  expense,
necessary  to verify the accuracy of the  information  contained in the offering
documents and all documents received or reviewed in connection with the purchase
of  the  Notes  and  the   Warrant  and  have  had  the   opportunity   to  have
representatives  of the Company  provide them with such  additional  information
regarding  the  terms  and  conditions  of this  particular  investment  and the
financial  condition,  results of  operations,  business  and  prospects  of the
Company deemed  relevant by the Purchaser or the Advisors,  if any, and all such
requested  information,  to the extent the Company had such  information  in its
possession or could acquire it without  unreasonable effort or expense, has been
provided to the full satisfaction of the Purchaser and the Advisors, if any;

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(r) The  Purchaser  represents  to the Company  that any  information  which the
undersigned  has  heretofore  furnished or furnishes  herewith to the Company is
complete and accurate and may be relied upon by the Company in  determining  the
availability  of  an  exemption  from  registration   under  Federal  and  state
securities  laws in  connection  with the offering of the Notes and the Warrant.
The  Purchaser  further  represents  and warrants that it will notify and supply
corrective  information  to the Company  immediately  upon the occurrence of any
change therein  occurring  prior to the Company's  issuance of the Notes and the
Warrant;

(s)  The  Purchaser  is  knowledgeable   about  investment   considerations   in
development-stage companies. The Purchaser has a sufficient net worth to sustain
a loss of its entire  investment  in the Company in the event such a loss should
occur. The Purchaser's overall commitment to investments,  which are not readily
marketable,  is not excessive in view of the Purchaser's net worth and financial
circumstances  and the purchase of the Notes and the Warrant will not cause such
commitment  to  become  excessive.  The  investment  is a  suitable  one for the
Purchaser;

(t) The  Purchaser  is  satisfied  that  the  Purchaser  has  received  adequate
information  with  respect  to all  matters  which it or the  Advisors,  if any,
consider material to its decision to make this investment;

(u) THE PURCHASER  ACKNOWLEDGES  AND UNDERSTANDS THAT THE NOTE AND WARRANTS THAT
IT PURCHASES IN THIS  OFFERING ARE ONLY  CONVERTIBLE/EXERCISBALE  INTO SHARES OF
COMMON  STOCK UPON  SHAREHOLDER  APPROVAL TO INCREASE THE  COMPANY'S  AUTHORIZED
COMMON STOCK TO  100,000,000  SHARES AND THE COMPANY  CANNOT GIVE ANY ASSURANCES
THAT IT WILL  RECEIVE  SHAREHOLDER  APPROVAL.  IN THE EVENT THE COMPANY DOES NOT
RECEIVE  SHAREHOLDER  APPROVAL TO INCREASE  ITS  AUTHORIZED  COMMON  STOCK,  THE
SECURITES    THAT   YOU   PURCHASE   IN   THIS    OFFERING   WILL   NOT   BE   A
CONVERTIBLE/EXERCISABLE INSTRUMENT.

(v) THE NOTE AND WARRANT (AND ANY SECURITIES  ISSUED UPON CONVERSION OF THE NOTE
OR EXERCISE OF THE WARRANT)  OFFERED HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND
ARE BEING  OFFERED  AND SOLD IN  RELIANCE ON  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE NOTE AND WARRANT (AND ANY SECURITIES
ISSUED UPON  CONVERSION  OF THE NOTE OR EXERCISE OF THE  WARRANT) ARE 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.  THE NOTE AND  WARRANT  (AND ANY  SECURITIES  ISSUED  UPON
CONVERSION  OF THE NOTE OR EXERCISE OF THE  WARRANT)  HAVE 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  DOCUMENTS.  ANY  REPRESENTATION  TO THE CONTRARY IS
UNLAWFUL.

5. The Company represents and warrants to the Purchasers that:

     (a).  Authorization;   Enforcement.  (i)  The  Company  has  all  requisite
corporate power and authority to enter into and to perform its obligations under
this Agreement,  to consummate the transactions  contemplated hereby and thereby
and to issue  the  Securities  in  accordance  with the terms  hereof;  (ii) the
execution,  delivery and  performance  of this  Agreement by the Company and the
consummation by it of the transactions  contemplated  hereby (including  without
limitation  the issuance of the  Securities)  have been duly  authorized  by the
Company's  Board of Directors  and no further  consent or  authorization  of the
Company,  its Board of Directors,  or its  shareholders is required;  (iii) this
Agreement  has been  duly  executed  by the  Company;  and (iv)  this  Agreement
constitutes a legal,  valid and binding  obligation  of the Company  enforceable
against the Company in accordance

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with its terms, subject to the effect of any applicable bankruptcy,  insolvency,
reorganization,  or moratorium or similar laws affecting the rights of creditors
generally and the  application  of general  principles of equity.  A copy of the
company's  Board  Resolution  authorizing  this  offering is attached  hereto as
Exhibit D and the opinion letter of the company's  counsel is attached hereto as
Exhibit E.
     (b)  Capitalization.  As of July 15, 2004, the authorized  capital stock of
the Company consists of (a) 15,000,000  shares of Common Stock, no par value per
share,  all of which are issued and  outstanding and 58,318,435 on fully diluted
basis.  No shares of capital  stock of the  Company,  including  the  Securities
issuable  pursuant to this  Agreement,  are subject to preemptive  rights or any
other  similar  rights  of the  stockholders  of the  Company  or any  liens  or
encumbrances imposed through the actions or failure to act of the Company.
     (c) Issuance of Securities.  The Securities are duly  authorized  and, upon
issuance in accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable,  free from all taxes, liens, claims, encumbrances
and charges with respect to the issue thereof, will not be subject to preemptive
rights or other  similar  rights of  stockholders  of the Company,  and will not
impose personal liability on the holders thereof.
     (d)  Brokers.  Except as set forth  below,  the Company has taken no action
which  would  give rise to any claim by any person  for  brokerage  commissions,
finder's fees or similar payments relating to this Agreement or the transactions
contemplated hereby.

          (i) Upon the  Closing of each  investment  (as  defined  below) in the
     Offering,  by an  investor  first  introduced  to the  Company by  Clayton,
     Dunning &  Company,  Inc.  (the  "Clayton  Dunning  Purchasers"),  Clayton,
     Dunning & Company,  Inc. will receive cash commissions  equal to 10% of the
     aggregate  value of such investment and a Warrant to purchase one (1) share
     of common  stock for every $3.00 of Notes  purchased  by  Clayton,  Dunning
     Purchasers  and the  COBRADesk  filing  fee,  together  with  legal fees of
     Clayton, Dunning 's counsel related to the COBRADesk filing. To ensure that
     sufficient funds are allocated for the COBRADesk filing and legal fees, the
     sum of $5,000 shall be held by counsel for  Clayton,  Dunning to cover such
     fees.

          (ii) The Company  (upon  breaking  escrow of not less than  $10,000 in
     gross subscription proceeds) has agreed to pay $10,000 to Clayton,  Dunning
     & Company, Inc.'s counsel for all legal fees and costs of Clayton,  Dunning
     & Company,  Inc.  directly and necessarily  incurred in connection with the
     proposed Offering, including but not limited to, the costs of preparing and
     the  offering   documents,   review  of  any  Registration   Statement  and
     amendments,  post-effective amendments and supplements thereto, if any; and
     preparing, printing and delivering all selling documents, including but not
     limited to this Agreement, stock and warrant certificates. Clayton, Dunning
     &  Company,  Inc.  will  bear any and all  other  expenses  it may incur in
     connection with this Offering ("Charleston's Expenses"), with the exception
     of the COBRADesk  filing fee and related legal costs. The Company will bear
     its own expenses incurred in connection with this offering, including those
     expenses  associated  with  any  Registration   Statement  and  amendments,
     post-effective  amendments  and  supplements  thereto,  if any;  preparing,
     printing and  delivering  exhibits  thereto and copies of the  preliminary,
     final and  supplemental  prospectus as well as the cost expenses and filing
     fees for the Form D and Blue Sky  compliance  (collectively,  the  "Company
     Expenses").

     (e) Form D; Blue Sky Laws. The Company will timely file a Notice of Sale of
Securities on Form D with respect to the  Securities,  as required by Form D and
on or before the Closing Date,  take such action as it reasonably  determines to
be necessary to qualify the  Securities  for sale to the  Purchasers  under this
Agreement under applicable  securities (or "blue sky") laws of the states of the
United States (or to obtain an exemption from such qualification).

     6. Anti-Money Laundering.

     (a) In General.  Purchaser  acknowledges that due to anti-money  laundering
requirements  operating  in the United  States,  as well as  Clayton,  Dunning &
Company, Inc.'s own internal anti-money laundering policies,  Clayton, Dunning &
Company, Inc. may require further identification of the Purchaser and the source
of purchase  funds before this  Agreement can be processed  and purchase  monies
accepted.   Clayton,  Dunning  &  Company,  Inc.  shall  be  held  harmless  and
indemnified against any loss arising as a result of a failure to process this

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Agreement if such  information has been required by Clayton,  Dunning & Company,
Inc.  and has not  been  satisfactorily  provided  by the  Purchaser.  Purchaser
represents  that all purchase  payments  transferred to the Company  pursuant to
this Agreement  originated directly from a bank or brokerage account in the name
of Purchaser.  Purchaser  represents and warrants that acceptance by the Company
and Clayton, Dunning & Company, Inc. of this Agreement, together with acceptance
of the  appropriate  remittance,  will  not  breach  any  applicable  rules  and
regulations  designed  to  avoid  money  laundering.   Specifically,   Purchaser
represents  and  warrants  that all  evidence of  identity  provided to Clayton,
Dunning & Company,  Inc. is genuine and all related information furnished and to
be furnished to Clayton, Dunning & Company, Inc. is accurate.

     (b)  Beneficial  Ownership.  Purchaser  represents  and warrants that it is
subscribing  for the Securities for  Purchaser's  own account and own risk, and,
unless  Purchaser  advises Clayton,  Dunning & Company,  Inc. to the contrary in
writing and identifies with  specificity  each beneficial  owner on whose behalf
Purchaser is acting, Purchaser represents that it is not acting as a nominee for
any other person or entity.  Purchaser also represents that it does not have the
intention or obligation to sell, distribute or transfer the Securities, directly
or indirectly, to any other person or entity or to any nominee account.

     (c) Prohibited  Purchaser.  Purchaser further  represents and warrants that
neither it, nor any person  controlling,  controlled by, or under common control
with it, nor any person  having a  beneficial  or economic  interest in it, is a
Prohibited  Purchaser  (defined in (e) below) and  Purchaser is not and will not
purchase  the  Securities  on  behalf  or for  the  benefit  of  any  Prohibited
Purchaser.

     (d)  Suspension  of  Purchase  Rights.   Purchaser  acknowledges  that  if,
following  its  purchase  of  Securities  pursuant to this  Agreement,  Clayton,
Dunning & Company,  Inc.  reasonably  believes  that  Purchaser  is a Prohibited
Purchaser or has otherwise breached its  representations  and warranties herein,
Clayton,   Dunning  &  Company,  Inc.  and  the  Company  may  be  obligated  to
retroactively terminate this purchase (if possible), by rejecting this Agreement
(even after full execution) and not completing this  transaction,  freezing such
Purchaser's  funds forwarded by such Purchaser  pursuant to this Agreement,  and
stopping the delivery of Securities in accordance with  applicable  regulations,
and it shall  have no claim  against  Clayton,  Dunning & Company,  Inc.  or the
Company  for any  form of  damages  or  liabilities  as a  result  of any of the
aforementioned actions.

     (e) Prohibited Purchaser means (i) a person or entity whose name appears on
the List of Specially Designated Nationals and Blocked Persons maintained by the
U.S.    Office    of    Foreign    Assets    Control    ("OFAC")    (refer    to
http://www.ustreas.gov/ofac);  (ii) a Foreign  Shell Bank;  or (iii) a person or
entity resident in or organized or chartered under the laws of a Non-Cooperative
Jurisdiction or whose purchase funds are  transferred  from or through a Foreign
Shell Bank, a bank  organized or chartered  under the laws of a  Non-Cooperative
Jurisdiction or a Sanctioned Regime.

7.  Indemnification.  The  Purchaser  agrees to indemnify  and hold harmless the
Company, and its officers,  directors,  employees,  agents,  control persons and
affiliates from and against all losses,  liabilities,  claims,  damages,  costs,
fees  and  expenses  whatsoever  (including,  but not  limited  to,  any and all
expenses  incurred  in   investigating,   preparing  or  defending  against  any
litigation  commenced or threatened)  based upon or arising out of any actual or
alleged false  acknowledgment,  representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant
or agreement  made by the Purchaser  herein or in Exhibit A, B or C delivered in
connection with this Agreement.

8. Irrevocability;  Binding Effect. The Purchaser hereby acknowledges and agrees
that the  subscription  hereunder is  irrevocable  by the  Purchaser,  except as
required by applicable  law, and that this Agreement  shall survive the death or
disability  of the  Purchaser and shall be binding upon and inure to the benefit
of the parties and their heirs,  executors,  administrators,  successors,  legal
representatives,  and  permitted  assigns.  If the  Purchaser  is more  than one
person,  the  obligations of the Purchaser  hereunder shall be joint and several
and the agreements,  representations,  warranties,  and  acknowledgments  herein
shall be deemed to be made by and be  binding  upon  each such  person  and such
person's heirs, executors,  administrators,  successors,  legal representatives,
and permitted assigns.

                                        7
<PAGE>
9.  Modification.  This  Agreement  shall not be modified or waived except by an
instrument in writing signed by the party against whom any such  modification or
waiver is sought.

10. Notices. Any notice or other communication required or permitted to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt requested, or delivered against receipt to the party to whom it is to be
given (a) if to the Company,  at the address set forth  above,  or (b) if to the
Purchaser,  at the address set forth on the signature page hereof (or, in either
case,  to such other  address as the party  shall have  furnished  in writing in
accordance  with  the  provisions  of this  Section  9).  Any  notice  or  other
communication  given by  certified  mail  shall be  deemed  given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.

11.  Assignability.  This  Agreement and the rights,  interests and  obligations
hereunder are not  transferable  or assignable by the Purchaser and the transfer
or  assignment  of the Notes or Warrant or the shares of Common  Stock  issuable
upon  conversion  of the Notes or exercise of the Warrant  shall be made only in
accordance with all applicable laws.

12.  Applicable  Law.  This  Agreement  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  Agreement  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.

13. Blue Sky  Qualification.  The  purchase of Notes and the Warrant  under this
Agreement is expressly  conditioned upon the exemption from qualification of the
offer and sale of the Notes  and  Warrant  from  applicable  Federal,  state and
provincial  securities  laws.  The Company shall not be required to qualify this
transaction   under  the  securities  laws  of  any  jurisdiction   and,  should
qualification  be  necessary,  the Company  shall be  released  from any and all
obligations  to maintain its offer,,  may rescind any sale  contracted and shall
return all monies paid by Purchaser, in the jurisdiction.

14. Use of Pronouns.  All pronouns and any variations  thereof used herein shall
be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons referred to may require.

15. Confidentiality.  The Purchaser acknowledges and agrees that any information
or data the  Purchaser  has acquired  from or about the Company,  not  otherwise
properly in the public domain, was received in confidence.  The Purchaser agrees
not to divulge, communicate or disclose, except as may be required by law or for
the performance of this Agreement, or use to the detriment of the Company or for
the  benefit  of any  other  person  or  persons,  or  misuse  in any  way,  any
confidential  information of the Company,  including any scientific,  technical,
trade or business secrets of the Company and any scientific, technical, trade or
business   materials  that  are  treated  by  the  Company  as  confidential  or
proprietary,  including,  but not limited to,  ideas,  discoveries,  inventions,
developments  and  improvements   belonging  to  the  Company  and  confidential
information  obtained by or given to the  Company  about or  belonging  to third
parties.

16. Miscellaneous.

(a) This Agreement  constitutes the entire  agreement  between the Purchaser and
the Company with respect to the subject  matter hereof and  supersedes all prior
oral or written agreements and  understandings,  if any, relating to the subject
matter  hereof.  The terms and  provisions of this  Agreement may be waived,  or
consent for the departure

                                        8
<PAGE>
therefrom granted,  only by a written document executed by the party entitled to
the benefits of such terms or provisions.

(b) The Purchaser's  representations and warranties made in this Agreement shall
survive the  execution  and  delivery  hereof and  delivery of the Notes and the
Warrant.

(c) Each of the parties  hereto shall pay its own fees and  expenses  (including
the fees of any  attorneys,  accountants,  appraisers or others  engaged by such
party) in  connection  with this  Agreement  and the  transactions  contemplated
hereby whether or not the transactions contemplated hereby are consummated.

(d) This  Agreement  may be executed in one or more  counterparts  each of which
shall be deemed an original,  but all of which shall together constitute one and
the same instrument.

(e) Each provision of this Agreement  shall be considered  separable and, if for
any reason any  provision or provisions  hereof are  determined to be invalid or
contrary to applicable law, such  invalidity or illegality  shall not impair the
operation of or affect the remaining portions of this Agreement.

(f) Paragraph titles are for descriptive  purposes only and shall not control or
alter the meaning of this Agreement as set forth in the text.

                                        9
<PAGE>
                        ACCREDITED INVESTOR QUESTIONNAIRE

     The  Purchaser  represents  and  warrants in all  material  respects to the
Company,  with the intent that the Company will rely  thereon in accepting  this
subscription, that:

     Accredited Investor. The Purchaser is an "accredited investor" as that term
     is defined in Regulation D promulgated  under the  Securities Act by virtue
     of being (CHECK all applicable responses)

     ____ A small business investment company licensed by the U.S.
          Small Business Administration under the Small Business Investment
          Company Act of 1958,
     ____ A business development company as defined in the Investment
          Company Act of 1940,
     ____ A national or state-chartered commercial bank, whether acting in an
          individual or fiduciary capacity,
     ____ An insurance company as defined in Section 2(13) of the Securities
          Act,
     ____ An investment company registered under the Investment Company Act of
          1940,
     ____ An employee benefit plan within the meaning of Title I of the Employee
          Retirement Income Security Act of 1974, where the investment decision
          is made by a plan fiduciary, as defined in Section 3(21) of such Act,
          which is either a bank, insurance company, or registered investment
          advisor, or an employee benefit plan which has total assets in excess
          of $5,000,000,
     ____ A private business development company as defined in Section 202(a)
          (22) of the Investment Advisors Act of 1940,
     ____ An organization described in Section 501(c)(3) of the Internal
          Revenue Code, a corporation or a partnership with total assets in
          excess of $5,000,000,
     ____ A natural person (as opposed to a corporation, partnership, trust or
          other legal entity) whose net worth, or joint net worth together with
          his/her spouse, exceeds $1,000,000,
     ____ Any trust, with total assets in excess of $5,000,000, not formed for
          the specific purpose of acquiring the securities offered, whose
          purchase is directed by a sophisticated person as described in
          Section 506(b)(2)(ii) of Regulation D,
     ____ A natural person (as opposed to a corporation, partnership, trust or
          other legal entity) whose individual income was in excess of $200,000
          in each of the two most recent years (or whose joint income with such
          person's spouse was at least $300,000 during such years) and who
          reasonably expects an income in excess of such amount in the current
          year, or
     ____ A corporation, partnership, trust or other legal entity (as opposed
          to a natural person) and all of such entity's equity owners fall into
          one or more of the categories enumerated above;

                                       10
<PAGE>
                         CEDRIC KUSHNER PROMOTIONS, INC.
                             OMNIBUS SIGNATURE PAGE

Purchaser  hereby  elects  to  subscribe  under  the Note and  Warrant  Purchase
Agreement for a total of  $________________  principal amount of 10% Convertible
Promissory Notes (NOTE: to be completed by Purchaser).

Date (NOTE: To be completed by Purchaser): _____________, 2004

Please indicate (circle one) whether the purchaser is investing as a(n):

         INDIVIDUAL
         JOINT TENANTS
         TENANTS IN COMMON
         COMMUNITY PROPERTY
         PARTNERSHIP
         CORPORATION
         LIMITED LIABILITY COMPANY
         TRUST

Please fill out this section if the purchaser is an INDIVIDUAL, and if purchased
as JOINT  TENANTS,  as TENANTS  IN  COMMON,  or as  COMMUNITY  PROPERTY  (If the
investment is being made as JOINT  TENANTS,  TENANTS IN COMMON,  or as COMMUNITY
PROPERTY, please be sure to fill out this section for all purchasers named):


Print Name(s)                              Social Security Number(s)

____________________________               ______________________________
Print Name(s) (if more than                Social Security Number(s)
1 individual)

____________________________               ______________________________
Signature(s) of Investor(s)                Signature

July ____, 2004                            ______________________________
Date                                       Address

Please fill out this  section if the  purchaser is a  PARTNERSHIP,  CORPORATION,
LIMITED LIABILITY COMPANY or TRUST:

____________________________               ______________________________
Name of Partnership,                       Federal Taxpayer
Corporation, Limited                       Identification Number
Liability Company or
Trust

By:_________________________               ______________________________
Name:                                      State of Organization

Title:________________________             Address_______________________

SUBSCRIPTION  FOR   $_________________   PRINCIPAL  AMOUNT  OF  10%  CONVERTIBLE
PROMISSORY NOTES, ACCEPTED AND AGREED TO this ___ day of __________, 2004

Cedric Kushner Promotions, Inc.


By:_______________________
     Name:  Cedric Kushner
     Title: President

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