
                           SCHEDULE 14A-3 INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

                           Filed by the Registrant [X]
                 Filed by a Party other than the Registrant [ ]

                           Check the appropriate box:

                              [X] Preliminary Proxy Statement
     [ ] Confidential, for Use of the Commission only (as permitted by Rule
                                  14a-6(e)(2))
                         [ ] Definitive Proxy Statement
                       [ ] Definitive Additional Materials
                     [ ] Revised Definitive Proxy Materials
                    [ ] Soliciting Material Under Rule 14a-12

                         Cedric Kushner Promotions, Inc.
                            (f/k/a/ Zenascent, Inc.)
                (Name of Registrant as Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     1)   Title of each class of securities to which transaction applies:

     2)   Aggregate number of securities to which transaction applies:

     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

     4)   Proposed maximum aggregate value of transaction: 5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

     1.   Amount Previously Paid:

     2.   Form, Schedule or Registration Statement No.:

     3.   Filing Party:

     4.   Date Filed:


                                       1
<PAGE>

                         CEDRIC KUSHNER PROMOTIONS, INC.
                       1414 Avenue of Americas, Suite 1402
                               New York, NY 10019

                            _______________ __, 2004

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Cedric
Kushner Promotions, Inc. (f/k/a/ Zenascent, Inc.), to be held on _____________
___, 2004 at 12:00 p.m. at the offices of our counsel, Sichenzia Ross Friedman
Ference LLP, 1065 Avenue of the Americas, New York, New York 10018. We hope that
you will be able to attend.

Enclosed you will find a notice setting forth the business to come before the
Annual Meeting, which accompanies our proxy statement and proxy card. At the
Annual Meeting, you will be asked to consider, among other things, proposals to
elect three members of our Board of Directors, to amend our certificate of
incorporation as described in the proxy statement, to amend our By-Laws as
described in the proxy statement, to approve the adoption of our 2002 Stock
Option Plan, and to ratify the appointment of our independent auditors for the
current year. Copies of our 2002 Annual Report on Form 10-KSB, our Current
Report on Form 8-K/A (filed with the Securities and Exchange Commission on July
16, 2002) and our Quarterly Report on Form 10-QSB/A for the quarter ended
September 30, 2003 are also enclosed with these materials.

The accompanying proxy statement also discusses our recent merger with Cedric
Kushner Boxing, Inc., an integrated promotional, media and entertainment company
for boxing matches and boxing-related content.

Your Board of Directors unanimously recommends that you vote "FOR" the election
of each of the three nominees for the Board of Directors specified in the
enclosed proxy statement, "FOR" the amendment of our certificate of
incorporation and by-laws as provided in the proxy statement, "FOR" the adoption
of our 2002 Stock Option Plan, and "FOR" the ratification of the appointment of
our independent auditors for the current year.

Your vote is very important. Regardless of whether you plan to attend the
meeting in person, your shares should be represented and voted. After carefully
reviewing the enclosed proxy statement, please complete, sign, date and promptly
return the proxy card in the self-addressed envelope that we have included for
your convenience. No postage is required if it is mailed in the United States.
Should you decide to attend the Annual Meeting in person, your return of the
proxy card before the Annual Meeting will not prevent you from voting your
shares in person at the Annual Meeting.

Sincerely,

Cedric Kushner
President



The accompanying proxy statement dated ______ __, 2004 is first being mailed to
shareholders on or about ____ __, 2004.


                                       2
<PAGE>
                         CEDRIC KUSHNER PROMOTIONS, INC.
                       1414 Avenue of Americas, Suite 1402
                               New York, NY 10019

                    Notice of Annual Meeting of Shareholders


                              ____________ __, 2004

Dear Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of Cedric
Kushner Promotions, Inc. (f/k/a/ Zenascent, Inc.), to be held on ___________ __,
2004 at 2:00 p.m. at the offices of Sichenzia Ross Friedman, Ference, LLP, 1065
Avenue of the Americas, New York, New York 10018, for the following important
purposes:

         1. To elect Cedric Kushner, and James DiLorenzo to our board of
         directors, each to hold office until the 2004 Annual Meeting of
         shareholders and until his or her successor is duly elected and
         qualified;

         2. To amend our certificate of incorporation to delete information
         about our business purposes that is no longer accurate;

         3. To amend our certificate of incorporation to reclassify our Class A
         Common Stock and Class B Common Stock as a single class of Common
         Stock;

         4. To amend our certificate of incorporation to increase our authorized
         Common Stock from 20 million shares to 100 million shares;

         5. To amend our certificate of incorporation and by-laws to replace our
         classified board of directors with an unclassified board of directors;

         6. To amend our certificate of incorporation and by-laws to permit our
         shareholders to take action by written consent in lieu of a meeting;

         7. To approve the adoption of our 2002 Stock Option Plan;

         8. To ratify the appointment of Wolinetz, Lafazan & Company, P.C. as
         independent auditors for the Company for the fiscal year ended December
         31, 2003; and

         9. To transact such other business as properly may come before the
         Annual Meeting or any adjournment or postponement thereof.

In addition to discussing in detail the items of business summarized above, the
accompanying proxy statement describes a very important recent transaction, our
merger with Cedric Kushner Boxing, Inc., which is engaged in the business of
promoting boxing events and professional boxers, as well as in the creation,
distribution and maintenance of media properties related to boxing. As a result
of this transaction and certain subsequent transactions, Cedric Kushner Boxing
became our wholly-owned subsidiary and its shareholders became the holders of
almost 74% of the aggregate voting power of our outstanding capital stock. As
discussed in the accompanying proxy statement under Proposal 5, one reason that
we are requesting our shareholders to approve an increase in our authorized
capital stock is to facilitate the conversion of the convertible preferred stock
that we issued in connection with this merger.

We encourage you to read the proxy statement carefully and in its entirety.

Only shareholders of record at the close of business on ___________ __, 2004 are
entitled to notice of and to vote at the Annual Meeting or any adjournment or
postponement thereof. If you choose to attend the Annual Meeting, you may vote
in person even though you have previously returned your proxy card to the
Company.

By Order of Your Board of Directors,


James DiLorenzo
Executive Vice President, Treasurer and Secretary


Whether or not you expect to be present at the Annual Meeting, please complete,
sign, date and return the enclosed proxy card as soon as possible to ensure your
representation at the Annual Meeting. Even if you have returned your proxy card,
you may still vote in person at the Annual Meeting if you attend in person.


                                       3
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                           [Update page #s]

                                                                                                                 Page


<S>                                                                                                              <C>
General Information...............................................................................................4
      Voting Rights and Outstanding Shares........................................................................4
      Description of Capital Stock................................................................................5
      Revocability of Proxies.....................................................................................5
      Terms of Solicitation.......................................................................................5
      Where to Obtain More Information............................................................................5
      A Very Important Warning About Forward-Looking Statements...................................................6
      Annual Report...............................................................................................6

Change In Control:  The CKB Merger................................................................................6
      Parties to the Merger.......................................................................................3
      Background of the Merger....................................................................................5
      Reasons for Approval by the Board of Directors..............................................................8
      Merger Consideration........................................................................................8
      Interests of Certain Persons in the CKB Merger.............................................................12
      No Dissenters' Rights......................................................................................13
      Accounting Treatment.......................................................................................13
      Material Federal Income Tax Consequences...................................................................13

The CKB Merger Agreement.........................................................................................14
      The CKB Merger.............................................................................................14
      Effective Time of the CKB Merger...........................................................................14
      Treatment of CKB Securities................................................................................14
      Certificate of Incorporation and By-laws...................................................................15
      Officers and Directors Following the Merger................................................................15
      Representations and Warranties.............................................................................16
      Post-Merger Financing......................................................................................18
      Actions Following the CKB Merger...........................................................................18
      Continuing Indemnification of Officers and Directors.......................................................19
      Indemnification of the Parties.............................................................................19
      Merger with Big Content....................................................................................19

Recent Developments..............................................................................................20

Risk Factors.....................................................................................................21

Proposal 1 - Election of Directors...............................................................................31
      Nominees for Election to the Board of Directors............................................................31
      Vote Required..............................................................................................32
      Certain Relationships and Related Transactions.............................................................32
      Board Meetings During Fiscal Year 2001.....................................................................35
      Board Committees...........................................................................................36
      Legal Proceedings..........................................................................................36
      Security Ownership of Certain Beneficial Owners and Management.............................................36
      Section 16(a) Beneficial Ownership Reporting Compliance....................................................38
      Compensation of Directors and Executive Officers...........................................................39

Proposal 2 - Amendment of the Company's Certificate of Incorporation to Delete Any
Reference to the Company's Business Purpose as Relating to Golfing Equipment or Apparel..........................42
      Reasons for the Proposed Revision of Our Certificate of Incorporation......................................42
      Vote Required..............................................................................................42

Proposal 3 - Amendment of the Company's Certificate of Incorporation to Reclassify the
Company's Class A and Class B Common Stock as a Single Class of Common Stock.....................................43
      Reasons for the Proposed Reclassification of our Common Stock..............................................43
      Implementation of the Reclassification of our Common Stock.................................................43
      No Appraisal Rights........................................................................................44
      Vote Required..............................................................................................44

Proposal 4 - Amendment of the Company's Certificate of Incorporation to Increase the
Company's Authorized Common Stock to 100,000,000 Shares..........................................................45
      Reasons for the Proposed Increase..........................................................................45
      Vote Required..............................................................................................46
      Company Stock Option Plans.................................................................................47
      Description of the 1996 Incentive and Non-Qualified Stock Option Plan......................................47
      Description of the 1998 Incentive and Non-Qualified Stock Option Plan......................................48
      Financial Information......................................................................................50
</TABLE>

                                       i
<PAGE>

                          TABLE OF CONTENTS (continued)

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
Proposal 5 - Amendment of the Company's Certificate of Incorporation and By-Laws to
      Replace the Company's Classified Board of Directors with a Non-Classified Board of Directors...............51
      Current Board Structure and Proposed Declassification......................................................51
      Reasons for the Proposed Declassification of the Board of Directors........................................51
      Vote Required..............................................................................................52

Proposal 6 - Amendment of the Company's Certificate of Incorporation and By-Laws to
      Permit the Company's Shareholders to Take Action by Written Consent in Lieu of a Meeting...................52
      Reasons for Permitting Shareholder Action by Written Consent...............................................53
      Vote Required..............................................................................................53

Proposal 7 - Adoption of the Company's 2002 Stock Option Plan....................................................54
      Reasons for Adopting the 2002 Plan.........................................................................54
      Description of the 2002 Plan...............................................................................54
      Option Grants Under the 2002 Plan..........................................................................56
      Certain Federal Tax Consequences...........................................................................56
      Vote Required..............................................................................................57

Proposal 8 - Ratification Of Independent Auditors................................................................58
      Prior Auditors.............................................................................................58
      Engagement of Present Auditors.............................................................................58
      Vote Required..............................................................................................59
      Disclosure of Auditor Fees.................................................................................59

Miscellaneous....................................................................................................60
      Amendment and Restatement of Certificate of Incorporation..................................................60
      Matters To Be Presented at The 2003 Annual Meeting of Shareholders.........................................60
      Other Matters..............................................................................................60

Appendix A:  Agreement and Plan of Merger.......................................................................A-1

Appendix B:  Proposed Amendments to the Certificate of Incorporation of Zenascent, Inc..........................B-1

Appendix C:  Proposed Amendments to the By-Laws of Zenascent, Inc...............................................C-1

Appendix D:  CKP, Inc. 2002 Stock Option Plan...................................................................D-1
</TABLE>
                                       ii
<PAGE>

                         CEDRIC KUSHNER PROMOTIONS, INC.
                       1414 Avenue of Americas, Suite 1402
                               New York, NY 10019

                               GENERAL INFORMATION

The enclosed proxy is solicited by and on behalf of the Board of Directors of
Cedric Kushner Promotions, Inc. (f/k/a/ Zenascent, Inc.), a Delaware corporation
(the "Company"), for use at the Company's Annual Meeting of Shareholders to be
held at the offices of our counsel, Sichenzia Ross Friedman, Ference, LLP, 1065
Avenue of the Americas, New York, New York 10018, on _________, 2004 (the
"Annual Meeting"), or at any adjournment or postponement thereof, for the
purposes set forth in this proxy statement and in the accompanying Notice of
Annual Meeting. This proxy statement, the proxy card and the enclosed 2002
Annual Report on Form 10-KSB, Current Report on Form 8- K/A-2 (filed with the
Securities and Exchange Commission (the "Commission") on ____, 2004) and
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003 were
mailed on or about _________, 2004 to shareholders of record at the close of
business on _______ __, 2004 (the "Record Date").

Voting Rights and Outstanding Shares

As of January 6, 2004, the Company had outstanding: (i) 10,648,707 shares of
Common Stock, par value $.01 per share, of all classes (the "Common Stock");
(ii) warrants to acquire 7,013,986 shares of Common Stock; (iii) options to
acquire 315,832 shares of Common Stock; (iv) 117,500 shares of Series A
Preferred Stock, par value $.01 per share, that are convertible into 1,175,000
shares of Common Stock (the "Series A Preferred Stock"); (v) 399,751.37 shares
of Series B Convertible Preferred Stock, par value $0.01 per share, that are
convertible into 19,987,569 shares of Common Stock (the "Series B Preferred
Stock"); (vi) 27,922.1 shares of Series C Redeemable Convertible Preferred
Stock, par value $0.01 per share, that are convertible into 2,792,210shares of
Common Stock (the "Series C Preferred Stock"); and (vii) 399,752 shares of
Series D Preferred Stock, par value $0.01 per share, that are not convertible
into Common Stock (the "Series D Preferred Stock").

As of January 6, 2004, the Company's Common Stock, Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
are the only classes of voting securities of the Company. The Company's Common
Stock is entitled to one vote per share; holders of shares of Series A Preferred
Stock are entitled to 10 votes per share; holders of shares of Series B
Preferred Stock are entitled to 50 votes per share (equivalent to one vote per
share of Common Stock into which such shares of preferred stock convert); the
holders of Series C Preferred Stock are entitled to 100 votes per share
(equivalent to one vote per share of Common Stock into which such shares of
preferred stock convert); and the holders of Series D Preferred Stock are
entitled to 50 votes per share.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke
it at any time before it is voted. It may be revoked by mailing a written
revocation or later-dated, completed and signed proxy card before the Annual
Meeting or by simply attending the Annual Meeting and voting in person. You may
not change your vote by facsimile or telephone.

Terms of Solicitation

The Company will bear the entire cost of solicitation of proxies, including the
preparation, printing and mailing of this proxy statement, the proxy card and
any additional materials furnished to shareholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries, nominees
and custodians holding in their names shares of Common Stock beneficially owned
by others, for purposes of forwarding such materials to such beneficial owners.
Original solicitation of proxies by mail may be supplemented by telephone,
telegram or personal solicitation by directors and officers of the Company. No
additional compensation will be paid to such directors and officers for such
services.

                                        4
<PAGE>
Where to Obtain More Information

The mailing address of the Company is 1414 Avenue of Americas, Suite 1402, New
York, New York 10019. Notices of revocation of a proxy should be sent to that
address. Questions concerning the Annual Meeting can be answered by calling
James DiLorenzo, our Executive Vice President, Secretary and Treasurer, at (212)
755-1944.

The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and files
reports, proxy statements and other information required under the Exchange Act
with the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of such materials and information from the Commission can be
obtained at existing published rates from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission which may be downloaded free of charge. When requesting such
materials and information from the Commission, please reference the Company's
Commission file number which is "000-25563."

A Very Important Warning About Forward-Looking Statements

The Company makes various forward-looking statements in this document. These
forward-looking statements are subject to many risks and uncertainties, and
there can be no certainty that such statements will prove to be correct.

When words and expressions such as: "believes," "expects," "anticipates,"
"estimates," "plans," "intends," "objectives," "goals," "aims," "projects,"
"forecasts," "possible," "seeks," "may," "could," "should," "might," "likely,"
"enable" or similar words or expressions are used in this proxy statement, as
well as statements beginning or ending with phrases such as "in our view,"
"there can be no assurance," "although no assurance can be given" or "there is
no way to anticipate with certainty," forward-looking statements are being made
in all of these instances.

These forward-looking statements speak solely as of the date of this proxy
statement.

The Company does not intend to update or revise any forward-looking statements
to reflect any changes in general economic, competitive or market conditions and
developments beyond its control.

Annual Report

A copy of the Company's Annual Report on Form 10-KSB, as filed with the
Commission for the fiscal year ended January 31, 2002, including the financial
statements and schedules thereto, is enclosed with this proxy statement. The
Company will provide additional copies of this Annual Report to shareholders
free of charge upon written request to James DiLorenzo, our Executive Vice
President, Treasurer and Secretary, at the Company's mailing address: 1414
Avenue of Americas, Suite 1402, New York, New York 10019.

                                        5
<PAGE>
                        CHANGE IN CONTROL: THE CKB MERGER

On April 30, 2002, Zenascent Newco Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("ZNI"), was merged with and into Cedric
Kushner Boxing, Inc., a privately-owned Delaware corporation ("CKB"). As a
result of this transaction (which is referred to in this proxy statement as the
"CKB Merger"), CKB became a wholly-owned subsidiary of the Company and its
shareholders became the holders of almost 78% of the aggregate voting power of
our outstanding capital stock (the former CKB shareholders currently hold almost
74% of the aggregate voting power of our outstanding capital stock). These new
shareholders that own an aggregate voting power of 78% of our outstanding
capital stock will be able to approve each of the items being voted on at the
Annual Meeting. Moreover, pursuant to the terms of the CKB Merger, Cedric
Kushner and James DiLorenzo, CKB's President and Executive Vice President,
respectively, were appointed to the Company's Board of Directors.

Simultaneously, the Board of Directors appointed Messrs. Kushner and DiLorenzo
as our President and Executive Vice President, Treasurer and Secretary,
respectively.

This section and the section below entitled "The CKB Merger Agreement" describe
aspects of the CKB Merger that we consider important, including the CKB Merger
Agreement, which is attached as Appendix A to this proxy statement. While we
believe that this section covers the material terms of the CKB Merger, it may
not contain all of the information that is important to you.

Summary of Merger Terms (for a complete understanding of this transaction, you
should carefully review the CKB Merger Agreement in its entirety):

     o    At the closing of the CKB Merger, ZNI merged with and into CKB,
          wherein ZNI ceased to exist and CKB, as the surviving corporation of
          the Merger, became a wholly-owned subsidiary of the Registrant;

     o    Messrs. Kushner and DiLorenzo were issued 399,751.37 shares of Series
          B Convertible Preferred Stock, par value $0.01 per share;

     o    Livingston Investments, LLC, a Florida limited liability company and
          James DiLorenzo were issued 27,922.10 shares of Series C Convertible
          Redeemable Preferred Stock, par value $0.01 per share;

     o    Livingston was issued a warrant to acquire 1,000,000 shares of our
          Common Stock, par value $0.01 per share;

     o    The Company made a loan to CKP in the amount of $1,120,000, for a
          period of one-year and at an annual interest rate of ten percent;

     o    A wholly-owned subsidiary of CKB merged with and into Big Content,
          Inc., a Delaware corporation;

     o    Costs related to effecting the merger, primarily professional fees,
          totaled approximately $681,000. Those costs have been expensed for the
          excess of the costs over the cash acquired as part of the merger; and

     o    The following is a list of the amount of consideration for the merger
          that was exchanged:

          o    Zenascent issued to CKB's stockholders 399,752 shares of
               Zenascent's Series B Preferred Stock.

          o    Zenascent issued to the former Big Content stockholders 27,923
               shares of Zenascent's Series C Preferred Stock along with a
               warrant to purchase 1,000,000 shares of Zenascent's common stock
               and entered into a consulting agreement with one of the former
               Big Content stockholders in exchange for 30 shares of CKB stock.
               The acquisition of Zenascent has been recorded based on the fair
               value of Zenascent's net liabilities, which amounted to
               approximately $2,794,000. The reverse acquisition was accounted
               for as a recapitalization. The financial statements are those of
               Cedric Kushner Boxing, Inc. and Subsidiaries prior to the date of
               the merger.

          o    Zenascent received 100% of Cedric Kushner Boxing, Inc.

                                        6
<PAGE>

The following exhibits diagram the Company's changes prior to the merger:


                                    Exhibit A
                                 March 15, 1999

                         ------------------------------
                         |                            |
                         |            CKB             |
                         |  1,000 shares authorized   |
                         | Cedrick Kushner 530 shares |
                         |  Jim Delorenzo 125 shares  |
                         |                            |
                         ------------------------------
                                       |
410 shares                             |                        100 shares
(41%)              -----------------------------------------      (10%)
                   |                                       |
                   |                                       |
            ----------------                      -----------------
           |     MPI        |                     |    Mackin     |
           | (Purchased 410 |                     | (Purchased 100|
           |   shares for   |                     |   shares for  |
           |   $4,850,000)  |                     |    $700,000)  |
            ----------------                      -----------------






On March 15, 1999, CKB sold to Media Partners International ("MPI") and Mackin
Investments, LLC, ("Mackin") 510 shares of its common stock for an aggregate
purchase price of $5,550,000.

                                        7
<PAGE>

                                   Exhibit B
                                 March 25,2000

                                       / \
                                      /   \
                                     /     \
                                    /       \
                                   /         \
                                  /           \
                                 /             \
                                /               \
                               /                 \
                   /----------/   Jim Dilorenzo   \
                  /          /     (Transferred    \
20%              /          /  60.5 shares for 20%  \
                /          /        of rights)       \
               /           --------------------------
              /                             \                  60.5 treasury
             /                               \                    shares
            /                                 \
           /                                  ----------------------------
          /                                  |                           |
    ------------------                       |          CKB              |
   | CKB Intellectual |                      | 1,000 shares authorized   |
   | Property Rights  | ---------------------| Cedrick Kushner 530 shares|
   |  (zero book value|                      |  Jim Delorenzo 125 shares |
    ------------------                       ----------------------------
          /    /                                 /               \
         /    /             410 treasury        /                 \ 100 treasury
        /    /                 shares          /                   \   shares
       /    /                                 /                     \
      /    /                                 /                       \
     /    /        64%                    --------------           -----------
    /     \                              |              |         |            |
   /       \                             |     MPI      |         |   Mackin   |
  /         \                            | (Transfered  |         | (Transfered|
 |           \                           |410 shares for|         |  100 shares|
 |            -------------------------- |64% of rights)|         |     16%)   |
 |                                       |              |         |            |
 |                                        -------------            -----------
 |                                                                       /
  -----------------------------------------------------------------------

                  16%


On March 25, 2000, CKP repurchases the 510 shares of its common stock for 80% of
current and future intellectual property rights owned by CKB. In addition, CKB
transferred the remaining 20% of the intellectual property rights to Jim
DiLorenzo in exchange for 60.5 shares of CKB.

                                        8
<PAGE>
                                   Exhibit C
                                 March 25, 2000

                                 --------------
                                /              \
                               /                \
                              /                  \
                             /    Livingston      \
                            /Transferred 5% of MPI \
                            \ o/s stock for 64% of /
                             \      rights)       /           Shares
                            / \                  /\          totaling 5%
                           /   \                /  \           of MPI
                          /     ----------------    \       outstanding
                         /                           \         shares
                        /                             \
                       /                               ------------------------
                      /                                |                       |
                     /                                 |        MPI            |
        ------------------                             |  (Transferred 64% of  |
       |   Intellectual   |                            |  rights to Livingston |
       |  Property Rights |  --------------------------|  for MPI o/s shares   |
       |       (64%)      |                            |   totaling 5% of total|
        ------------------                             |      outstanding)     |
                                                       |                       |
                                                       ------------------------



On March 25, 2000, MPI repurchased 5% of its common stock from Livingston Group,
LLC in exchange for 64% interest in the intellectual property rights of CKB.

                                        9
<PAGE>
                                   Exhibit D
                                 March 25, 2000
<TABLE>
<CAPTION>


<S>                                     <C>                                               <C>

      --------------------
     /                    \
    /                      \
   /                        \                   /  \
  /                          \                 /    \
 /                            \               /      \
/                              \             /        \
\        Livingston            /            /          \                               -------------
 \                            /            /            \                             |             |
  \                          /            /              \                            |   Mackin    |
   \                        /            /  Jim Delorenzo \                           | (Transfered |
    \                      /            /                  \                          | 100 shares  |
     \                    /            /                    \                         |    16%)     |
      \                  /            /                      \                        |             |
       -----------------   \     64%| ------------------------                        ------------
            \               \       |             \                             16%     /       /
             \               \      |             \          20%                      /       /
              \               \     |              \                                 /       /
               \               \    |               \                               /       /
                \               \   |                \                             /       /
                 \               \  |                 \                           /       /
                  \               \ |                  \                         /       /
                   \               \|                   \                       /       /
                    \               \                    \                     /       /
                     \              |\                    \                   /       /
                      \             | \                    \                 /       /
                       \  2,000,000 |  \                    \               /       /
                        \ shares    |   \                    \             /       /
                         \  (20%)   |    \                    \           /       /
                          \         |    ---------------------------------       /
                           \        |    |    Intellectual               |      /
                            \       |    |   Property Rights             |     /
                             \      |    |   Livingston - 64%            |    /
                              \     |    |  Jim Delorenzo - 20%          |   / 1,600,000 shares
                               \    |    |       Mackin - 16%            |  /    (16%)
          6,400,000 shares      \   |    --------------------------------- /
                    (64%)        \  | 100% of         |                   /
                                  \ | Rights          |                  /
                                   --------------------------------------
                                   |             Big Content            |
                                   |          (issued 10,000,000        |
                                   |         Shares to acquire 100%     |
                                   |              of rights)            |
                                   --------------------------------------
</TABLE>
On March 25, 2000, Big Content, Inc., ("Big Content") issued an aggregate of
10,000,000 shares of its common stock to James DiLorenzo, Livingston and Mackin
for 100% of their interests in the intellectual property rights of CKB.


                                       10
<PAGE>
                                   Exhibit E
                                 March 14, 2000


                             ---------------------
                             |                   |
                             |    Big Content    |
                             | (10,000,000 shares|
                             |    outstanding)   |
                             |                   |
                             ---------------------
                                    |
                                    |
                                    |           Big Content excahnged all of its
                                    |           10,000,000 outstading shares for
                                    |           30 shares of CKB, a 10% Senior
                                    |           Promissory Note for $1,000,000
                                    |           and $50,000 cash
                                    |
                                    |
                       -----------------------------------
                       |              CKB                 |
                       | 1,000 Shares authorized and o/s  |
                       |   Cedric Kushner 365 shares      |
                       |   Jim Delorenzo 64.5 shares      |
                       |     570.5 treasury shares        |
                       |                                  |
                       ------------------------------------

On March 15, 2002, CKB acquired Big Content in exchange for cash, shares of its
common stock and a convertible note.


                                       11
<PAGE>
Parties To The CKB Merger

Zenascent, Inc.

We were incorporated under the laws of the State of Delaware as Hippo, Inc., a
golf equipment and apparel manufacturer, in February 1996. From July 1997 to May
1998, we manufactured, marketed and distributed the HiPPO(R) brand of golf
equipment in the United States and Canada, pursuant to a licensing agreement
with Hippo Holdings, Ltd. In January 1998, we changed our name to Outlook Sports
Technology, Inc. to reflect a greater focus on sports product research and
development operations. In the first three months of the year 2000, we changed
our management team and business mission. After a brief restructuring period, in
January 2000 we appointed Adam Goldberg as our President and Steven Angel as our
Executive Vice President and Secretary. In fiscal year 2000, in accordance with
our redefined business model, we commenced operations as an Internet technology
and e-commerce incubator. In connection with this change in business focus, we
changed our name to Fusion Fund, Inc. In December 2000, we again changed our
name to Zenascent, Inc. On or about February 2, 2001, our stock began trading
under the symbol "ZENA."

From December 2000 through April 30, 2002, we were a non-operating public shell
corporation with nominal assets. As a result of the CKB Merger, CKB is our
wholly-owned subsidiary and we operate solely as a holding company.

Our principal executive offices are located at 1414 Avenue of Americas, Suite
1402, New York, New York 10019 and our telephone number is (212) 755-1944.

Cedric Kushner Boxing, Inc.

CKB is engaged in the business of promoting boxing events and professional
boxers, and through its ownership of Big Content, Inc. (defined below), it is
engaged in the creation, distribution and maintenance of media properties
related to boxing. Incorporated on March 5, 1999 under the laws of the State of
Delaware, CKB operates as a holding company for its wholly-owned subsidiaries,
Cedric Kushner Promotions, Ltd., a New York corporation ("CKP") and Big Content,
Inc., a Delaware corporation ("Big Content"). Big Content is the majority owner
of ThunderBox, Inc., a Delaware corporation ("ThunderBox").

CKP. CKP manages the promotion of professional boxing events and professional
boxers (it is party to all contracts with boxers whom we promote). CKP provides
event management that includes, among other things, securing venues/sites and
coordinating promotions. It also manages boxing operations, including talent
acquisition and development, matchmaking, and coordination with the sport's
governing bodies. CKP typically acquires the rights to boxing athletes and
packages those rights to television networks, venues, sponsors and other
promoters. It promotes an average of 30 televised events per year viewed in
approximately 100 countries each month and has promotional rights to
approximately 40 of the world's top boxing athletes, including several of the
top Heavyweights. CKP is one of the major suppliers of boxing talent to the
world's leading television networks, including HBO, Showtime, Fox Sports
Network, ESPN and Eurosport. [Steve to verify #s]

Big Content
Big Content manages the creation, distribution (domestically and
internationally), and maintenance of all of our media holdings, including our
media library of videotaped boxing events and current original television
programming. Media property assets also include the following series:

     o    "Heavyweight Explosion": This monthly series, which originated in
          1994, is (was?) one of the most successful boxing programming
          franchises in the world. The series is the anchor program of
          Eurosport's boxing schedule and is seen in over 100 countries each
          month. It also serves as CKP's "farm system" for identifying and
          securing relationships with emerging boxing prospects and has been the
          force behind many of the current top 20 heavyweights.

     o    The "World Championship" Series: This series debuted in 1993 and also
          enjoys a large monthly global television audience. There are usually
          six events per year distributed to leading networks worldwide.

                                       12
<PAGE>
ThunderBox

ThunderBox, a majority-owned subsidiary of Big Content, owns, produces and
distributes "ThunderBox," a program which debuted in October 2000, marking the
return of weekly boxing on free domestic television for the first time in over
twenty years. CKP promotes many of the boxers on ThunderBox, which is centered
around a sanctioned heavyweight tournament where young boxing prospects compete
to be the next "ThunderBox Champion" and the next "Baddest Man on the Planet."
The program is syndicated in the U.S. broadcast market and several major
corporations are advertisers and sponsors of the program. The ThunderBox
experience synthesizes boxing, music, fiction, Internet and interactive elements
and is intended to draw viewership from the 18-34 year-old demographic segment.

CKB's principal executive offices and telephone number are the same as those
provided above for the Company.

Zenascent Newco Inc.

Zenascent Newco Inc. ("ZNI"), a wholly-owned subsidiary of the Company, was
formed solely for the purpose of effecting the CKB Merger and undertook no
activities except in connection with that transaction. The corporate existence
of ZNI ended when it was merged with and into CKB.

Background of the CKB Merger

In the first quarter of 2000, we began to wind down our operations as a
manufacturer of golf apparel and equipment and redefined our business model to
operate as an Internet and e-commerce incubator. In February 2000, in order to
implement this new approach (and following the resignations of our senior
management personnel the prior month), we appointed Adam Goldberg as our
President and Chairman of the Board of Directors and Steven Angel as our
Executive Vice President and Secretary. On January 14, 2000, Messrs. Goldberg
and Angel also became the sole members of our Board of Directors.

The Company was ultimately unable to execute its internet incubator strategy.
Despite concerted efforts by Messrs. Goldberg and Angel, we were unable to
secure financing to conduct our operations. Due in a large measure to this lack
of funding, we were able to secure only one internet incubation client. The
Company also suffered from adverse developments in the financial and
internet-related sectors during 2000, including a collapse in valuations of
Internet-related companies, a sharp cutback in the availability of venture
capital financing (which we were relying on as our primary funding source) and a
general loss of confidence in the incubator model as a means of nurturing
early-stage companies. In light of all of these factors, we decided, in the
fourth quarter of 2000, to curtail our activities as an internet incubator.

Following our decision to wind down our internet incubator operations, our Board
of Directors had several meetings in order to determine whether the Company
should continue its existence and, if so, what its mode of operations should be.
After considering a number of alternatives, the Board determined that the
Company's strongest asset was its status as a public reporting company under the
Exchange Act, a potentially valuable commodity given the heightened interest
among "microcap" private companies in accessing the public securities markets
through mergers with public "shell" companies that had ceased active operations.
The Board of Directors also determined that engaging in these types of
transactions with suitable private companies was likely to generate greater
shareholder value than simply dissolving and liquidating the Company.
Accordingly, in the fourth quarter of 2000, we began to search for suitable
private companies with which to engage in such transactions.

In November 2000, Mr. Angel held preliminary discussions with senior management
of CKB regarding the possibility of a merger between the companies. CKB was
unique among the potential merger candidates that we considered in that it had
an established reputation as a boxing promoter. This contrasted sharply with the
unproven technologies and/or business models of the other companies with whom we
had discussions. Based upon these considerations, our Board of Directors
determined that CKB was an attractive merger candidate for the Company and
authorized Messrs. Goldberg and Angel to initiate negotiations with CKB
regarding such a transaction.
                                       13
<PAGE>
In December 2000, negotiations between CKB and Messrs. Goldberg and Angel began
in earnest over matters such as the structure of the merger and the
consideration to be provided. On February 15, 2001, CKB presented the Company
with a letter of intent describing the proposed acquisition of CKB by the
Company in exchange for approximately 65% ownership of the Company and a
monetary sum to be determined. Preliminary due diligence by the parties
followed, and the parties decided to pursue a pure stock-for-stock merger.
Initial drafts of a merger agreement were circulated beginning in May 2001 and
the parties began a prolonged period of negotiation concerning the transaction.
These negotiations culminated in July 2001 with a draft agreement (the "July
Draft") providing for the merger of a wholly-owned subsidiary of the Company
with and into CKB, as a result of which CKB would become a wholly-owned
subsidiary of the Company. The CKB Merger was to be effected by the exchange of
all outstanding CKB stock in exchange for a new class of preferred stock of the
Company convertible into approximately 65% of the Company's post-merger share
capital and a warrant to acquire 7,000,000 shares of Common Stock at an exercise
price of $0.40 per share. The July Draft contemplated the resignation of our
Board of Directors following the consummation of the CKB Merger and their
replacement with a 5-person board, four of whom would be designated by the CKB
shareholders and one of whom would be designated by our existing Board. The July
Draft also provided that, following the consummation of the CKB Merger, we would
seek shareholder approval to increase our authorized Common Stock to 100,000,000
shares, in part to provide for sufficient Common Stock to effect the conversion
of the preferred stock to be issued to the CKB shareholders.

The July Draft contained a number of conditions to the consummation of the
merger, most significantly: (i) the consummation by the Company of two rounds of
private financing pursuant to which the Company would issue Common Stock for
aggregate proceeds of not less than $2,500,000 and (ii) the Company's provision
to CKP of a $575,000 bridge loan out of the proceeds of the aforementioned
financing.

Our Board of Directors met on July 12, 2001 to review and discuss the July Draft
and the proposed merger in general. The Company's entry into a merger agreement
in substantially the form of the July Draft (together with such amendments as
Messrs. Goldberg or Angel determined to be necessary or advisable) was approved
at this meeting. A merger agreement in substantially the form of the July Draft
(including all subsequent amendments, the "CKB Merger Agreement") was executed
on August 2, 2001.

After further discussion and continued due diligence, the parties agreed that
the Company had been undervalued relative to CKB in arriving at the
consideration to be given the CKB shareholders in connection with the merger.
Accordingly, the parties agreed to amend the CKB Merger Agreement to provide
that the outstanding capital stock of CKB would be exchanged for a mixture of
Common Stock and a new class of convertible preferred stock representing the
equivalent of 17,200,000 shares of Common Stock. This consideration would be
supplemented by additional shares of Common Stock in the event we reached
certain revenue goals for 2002 and 2003, so that the total consideration issued
to the CKB shareholders in respect of the CKB Merger would represent
approximately 65% of the Company's post-merger share capital (assuming such
revenue goals were attained). An additional condition to the consummation of the
CKB Merger was also incorporated into the Merger Agreement, namely, CKB's
consummation of a merger with Big Content, which was a separate entity that was
formed in March 2000 to hold certain media rights related to boxing matches
promoted by CKB.

Big Content was seen as an attractive strategic fit with CKB because of the
potential synergies between CKB's boxing promotion business and Big Content's
boxing-related media properties and programming. It was also agreed that the
amount of the pre-merger bridge loan to be made by the Company to CKP would be
increased to $652,500. The amended CKB Merger Agreement was signed by the
parties on September 17, 2001.

The parties due diligence investigations continued through the third and fourth
quarters of 2001. At this time, CKB began negotiations with Big Content, in
which Mr. DiLorenzo was an investor, concerning a merger or other business
combination between the two companies. While negotiations commenced between CKB
and Big Content concerning these matters, there was a pause in CKB's
negotiations with the Company.
                                       14
<PAGE>
In early 2002, CKB and Big Content reached an agreement in principle on the
general terms of a merger transaction between them. In February 2002, we held
discussions with CKB and the shareholders of Big Content and agreed to amend and
restate the CKB Merger Agreement to take into account the added value
represented by the Big Content transaction. On February 1, 2002, CKB presented
us with a draft of an amended and restated CKB Merger Agreement (the "February
Draft") providing for the exchange of the outstanding capital stock of CKB for
two new classes of convertible preferred stock, Series B Preferred Stock, to be
issued to the existing CKB shareholders, and Series C Preferred Stock, to be
issued to the Big Content shareholders who would become CKB shareholders
following the merger between CKB and Big Content. In addition, Livingston
Investments, LLC, a Florida limited liability company ("Livingston"), a Big
Content shareholder, would receive warrant to acquire 1,000,000 shares of Common
Stock at an exercise price equal to the average closing bid price of the Common
Stock over the 10 trading days immediately preceding the closing date of the CKB
Merger. Taken together, this consideration would represent almost 78% of the
aggregate voting power of our outstanding capital stock. The nature of the
securities issued by us as consideration for the CKB Merger, and the allocation
of this consideration among the CKB shareholders, is summarized below under
"Merger Consideration."

By this time the Company had raised approximately $1,140,000 in private equity
financing through the issuance of convertible notes and Common Stock warrants.
Of this amount, approximately $800,000 was loaned to CKP in the form of Notes
issued by CKP (the "CKP Notes"). Between the third quarter of 2001 and the first
quarter of 2002, CKP had also succeeded in directly placing $595,000 of
convertible debt and Common Stock warrants (which were to be satisfied via the
issuance of Company securities following the CKB Merger). In light of these
developments, the February Draft revised the conditions to the CKB Merger that
we secure additional financing and provide bridge financing to CKP to provide
that the transaction would be conditioned on our providing a $300,000 bridge
loan to CKP immediately following the signing of the amended and restated CKB
Merger Agreement. The February Draft also provided that in the event we failed
to secure $500,000 in additional private financing subsequent to the CKB Merger
through the issuance of Common Stock, convertible notes or Common Stock
warrants, we would issue to the former CKB shareholders a total of 19,500,000
additional shares of Common Stock (or preferred stock convertible into such
number of shares of Common Stock). This latter provision was waived by Messrs.
Kushner and DiLorenzo and they will receive no such additional Common Stock.

Our Board of Directors met on February 15, 2002 to review and discuss the
February Draft, and the Company's entry into an amended and restated merger
agreement in substantially the form of the February Draft (together with such
amendments as Messrs. Goldberg or Angel determined to be necessary or advisable)
was approved at this meeting. The amended and restated CKB Merger Agreement was
executed on February 21, 2002.

Reasons for Approval by the Board of Directors

Our Board of Directors gave careful consideration to the CKB Merger, the
existing business, operations and future potential of CKB, the interest of our
shareholders, and the risks of the CKB Merger to our existing shareholders.
Based on the foregoing considerations, the Board of Directors believed the
transactions contemplated by the CKB Merger Agreement were fair and in our best
interests.

Merger Consideration

Exchange of CKB Stock

At the effective time of the CKB Merger, all of the issued and outstanding
shares of common stock, par value $0.01 per share, of CKB (the "CKB Stock") were
cancelled and the holders thereof were issued securities convertible into or
exercisable for Common Stock. In particular, upon consummation of the CKB
Merger, (i) the 365 shares of CKB Stock held by Cedric Kushner were cancelled
and Mr. Kushner was issued 339,788.66 newly issued shares of Series B Preferred
Stock, which are convertible into an aggregate of 33,978,866 shares of our
Common Stock, (ii) the 70.5 shares of CKB Stock held by Mr. DiLorenzo were
cancelled and Mr. DiLorenzo was issued 59,962.71 shares of Series B Preferred
Stock and 5,584.42 shares of Series C Preferred Stock, which are convertible
into an aggregate of 6,554,713 shares of our Common Stock and (iii) the 24
shares of CKB Stock which were issued to Livingston Investments, LLC, a Florida
limited liability company ("Livingston") upon consummation of the Big Content
Merger Agreement (as defined in the section entitled "The CKB Merger Agreement -
Merger with Big Content") were cancelled, and Livingston was issued a warrant to
purchase 1,000,000 shares of Common Stock at an exercise price of $1.24 (the
average closing bid price of the Common Stock over the 10 trading days
immediately preceding the closing date of the CKB Merger) (the "Livingston
Warrant") and 22,337.68 shares of Series C Preferred Stock, which are
convertible into an aggregate of 2,233,768 shares of Common Stock. The
Livingston Warrant was subsequently revised to cover 500,000 shares of Common
Stock at an exercise price of $0.62.
The Series B Preferred Stock

The rights, preferences and designations of our Series B Preferred Stock are set
forth in the Certificate of Designation, Preferences and Rights of Series B
Convertible Preferred Stock, as the same was amended pursuant to the Certificate
of Amendment of the Series B Certificate of Designation, which was filed with
the Secretary of State of Delaware on October 16, 2002 (as so amended, the
                                       15
<PAGE>
"Series B Certificate of Designation"). Our Series B Preferred Stock ranks
senior to and has priority over our Common Stock and our Series A and Series D
Preferred Stock, and on parity with our Series C Preferred Stock, in each case,
as to payment of dividends, voting, distributions of assets upon liquidation,
dissolution or winding-up, whether voluntary or involuntary, or otherwise.

Pursuant to the terms of the Series B Certificate of Designation, each share of
Series B Preferred Stock is convertible, at any time at the option of the
holder, into 50 validly issued, fully paid and non-assessable shares of Common
Stock (prior to September 30, 2002, these securities were convertible into 100
shares of Common Stock; see "Recent Developments - Amendment of Series B
Preferred Stock and Issuance of Series D Preferred Stock" below). The holders of
Series B Preferred Stock are entitled to an adjustment in this conversion rate
upon specified events, including stock splits, stock dividends, mergers,
consolidations, exchange of shares, recapitalizations or reorganizations.

The Series B Preferred Stock has full voting rights, with the holders thereof
voting with the holders of Common Stock as a single class on an as-converted to
Common Stock basis. Accordingly, each outstanding share of Series B Preferred
Stock has the voting power of 50 shares of Common Stock. Moreover, without the
consent of the holders of at least a majority of the then outstanding shares of
our Series B Preferred Stock voting as a class, we cannot:

     o    alter or change the rights, preferences, privileges, restrictions or
          conditions of the Series B Preferred Stock;

     o    do any act or thing to reclassify any outstanding class or series of
          capital stock of the Company into a class or series of capital stock
          having preferences or priority as to dividends or assets senior to or
          on parity with the Series B Preferred Stock;

     o    alter or amend the Company's certificate of incorporation;

     o    merge or consolidate with one or more corporations in a transaction
          pursuant to which the stockholders of the Company hold less than a
          majority of the voting power of the surviving corporation;

     o    sell all or substantially all of the Company's assets;

     o    voluntarily liquidate or dissolve the Company;

     o    declare or pay a dividend (other than a dividend payable solely in
          shares of Common Stock) on the Common Stock or other securities
          ranking junior to the Series B Preferred Stock with respect to the
          payment of dividends;

     o    increase or decrease the size of the authorized number of shares of
          the Series B Preferred Stock; or

     o    create any new class of securities having preferences senior to or on
          parity with the Series B Preferred Stock.

Upon a liquidation, dissolution or winding-up of our company (including a sale
of all or substantially all of our assets or our merger or consolidation with
another company in which we are not the surviving entity and as a result of
which our shareholders own less than 50% of the voting power in the surviving
entity), holders of our Series B Preferred Stock are entitled to receive, prior
to any distribution to the holders of any of our other equity securities (other
than Series C Preferred Stock) and on parity with the Series C Preferred Stock,
an aggregate amount equal to the sum of (i) $2,430,000 and (ii) any due but
unpaid dividends on the Series B Preferred Stock.

The holders of the Series B Preferred Stock are, under certain circumstances,
entitled to receive cumulative dividends per share at the rate of eight percent
(8%) per annum of the per share liquidation preference of approximately $12,
which will accrue daily from the date of issuance of the Series B Preferred
Stock, and which will be compounded quarterly.

The Series B Preferred Stock may not be redeemed.

The Series C Preferred Stock

The rights, preferences and designations of our Series C Preferred Stock are set
forth in the Certificate of Designation, Preferences and Rights of Series C
Convertible Redeemable Preferred Stock, which was filed with the Secretary of
State of Delaware on April 29, 2002 (the "Series C Certificate of Designation").
Our Series C Preferred Stock ranks senior to and has priority over our Common
Stock and our Series A and Series D Preferred Stock, and on parity with our
Series B Preferred Stock, in each case, as to payment of dividends, voting,
distributions of assets upon liquidation, dissolution or winding-up, whether
voluntary or involuntary, or otherwise.

                                       16
<PAGE>
Fifty percent of the outstanding shares of the Series C Preferred Stock are, by
their terms, each convertible at any time into 100 validly issued, fully paid
and non-assessable shares of Common Stock (with the remainder of such shares of
Series C Preferred Stock being convertible into Common Stock on or after April
29, 2005). The holders of Series C Preferred Stock are entitled to an adjustment
in this conversion rate upon specified events, including stock splits, stock
dividends, mergers, consolidations, exchange of shares, recapitalizations or
reorganizations.

The Series C Preferred Stock has full voting rights, with the holders thereof
voting with the holders of Common Stock as a single class on an as-converted to
Common Stock basis. Accordingly, each outstanding share of Series C Preferred
Stock has the voting power of 100 shares of Common Stock. Moreover, without the
consent of the holders of at least a majority of the then outstanding shares of
our Series C Preferred Stock voting as a class, we cannot:

     o    alter or change the rights, preferences, privileges, restrictions or
          conditions of the Series C Preferred Stock;

     o    do any act or thing to reclassify any outstanding class or series of
          capital stock of the Company into a class or series of capital stock
          having preferences or priority as to dividends or assets senior to or
          on parity with the Series C Preferred Stock;

     o    alter or amend the Company's certificate of incorporation;

     o    declare or pay a dividend (other than a dividend payable solely in
          shares of Common Stock) on the Common Stock or other securities
          ranking junior to the Series C Preferred Stock with respect to the
          payment of dividends; or

     o    increase or decrease the size of the authorized number of shares of
          the Series C Preferred Stock.

Upon a liquidation, dissolution or winding-up of our company (including a sale
of all or substantially all of our assets or our merger or consolidation with
another company in which we are not the surviving entity and as a result of
which our shareholders own less than 50% of the voting power in the surviving
entity), holders of our Series C Preferred Stock are entitled to receive, prior
to any distribution to the holders of any of our other equity securities (other
than Series B Preferred Stock) and on parity with the Series B Preferred Stock,
an aggregate amount equal to the sum of (i) $4,500,000 and (ii) any due but
unpaid dividends on the Series C Preferred Stock.

The holders of the Series C Preferred Stock shall be entitled to receive
dividends, on an as-converted basis, at any time dividends are declared and paid
on our Common Stock or our Series B Preferred Stock.

We may redeem any or all of the Series C Preferred Stock for the per share
liquidation preference of approximately $161 times the number of shares to be
redeemed upon thirty (30) days prior written notice to the holder(s) thereof.

Series D Preferred Stock
In connection with the amendment of the Series B Stock discussed above, the SAIA
provided for the issuance to the Series B preferred stockholders shares of a new
series of preferred stock, Series D Preferred Stock, par value $0.01 per share
(the "Series D Stock"), which has no right to receive dividends and is not
convertible into the Company's common stock, but will vote together with the
Company's Common Stock, with each share of Series D Stock having 50 votes. The
Series D Stock carries an aggregate liquidation preference value of $2,430,000.

The Livingston Warrant

The Livingston Warrant, which expires on April 30, 2007, entitles Livingston to
purchase an aggregate of 500,000 shares of our Common Stock at any time for a
per share exercise price equal to $0.62, subject to adjustment in the event of
stock dividends, split-ups, recapitalizations, reclassifications, combinations
or exchanges of shares, separations, reorganizations, liquidations, or the like
(for comparative purposes, note that the closing bid price of our Common Stock
on October 25, 2002 was $0.83). Pursuant to the Livingston Warrant, we are
obligated to use our reasonable best efforts to (i) file a registration
statement with the Commission within 45 days after the Annual Meeting covering
the sale of the Common Stock for which the Livingston Warrant may be exercised
and (ii) to have such registration statement declared effective within 150 days
following the Annual Meeting. The Livingston Warrant also has a "cashless
exercise" feature.
Certain Restrictions on Exercise and Conversion

                                       17
<PAGE>
As discussed above, all of the outstanding shares of Series B Preferred Stock
and 50% of the outstanding shares of the Series C Preferred Stock, are by their
terms, convertible at any time into Common Stock (with the remainder of such
shares of Series C Preferred Stock being convertible into Common Stock on or
after April 29, 2005). The Livingston Warrant is, by its terms, also exercisable
at any time for Common Stock. However, each of the holders of the Preferred
Stock and the Livingston Warrant have entered into separate letter agreements
with the Company pursuant to which they agreed that they would not convert their
Preferred Stock into Common Stock, or exercise the Livingston Warrant, as
applicable, until our certificate of incorporation has been duly amended to
provide for the authorization of a sufficient number of shares of Common Stock
to allow for the conversion of all outstanding Preferred Stock, as well as all
other securities convertible into, or exercisable for, Common Stock (for
purposes of this paragraph, the "Amendment"). In addition, Livingston has
further agreed that (i) it shall not convert its Series C Preferred Stock into
Common Stock until the later of (a) April 25, 2003 and (b) until such time as
the Amendment has become effective following its due approval by the
stockholders of the Company, and (ii) it shall not exercise the Livingston
Warrant until the later of (a) September 25, 2002 and (b) until such time as the
Amendment has become effective following its due approval by the stockholders of
the Company.

Interests of Certain Persons in the CKB Merger

In considering the recommendation of your Board of Directors with respect to the
CKB Merger, you should be aware that, as described below, several members of
your Board of Directors and our management team had interests in the CKB Merger
that are different from your interests as a shareholder, and that create
potential conflicts of interest.

Pursuant to the terms of the CKB Merger Agreement, we entered into letter
agreements with each of Steven Angel and Adam Goldberg with respect to severance
packages to be issued to each of Messrs. Angel and Goldberg in consideration of
their efforts in structuring and negotiating the transactions contemplated by
the CKB Merger Agreement. More specifically, pursuant to the terms of Mr.
Goldberg's severance letter, dated April 24, 2002, the Company granted to Mr.
Goldberg a non-qualified option to purchase forty-nine thousand (49,000) shares
of our Common Stock. This option was issued pursuant to the terms of a grant
certificate, which included the following terms and provisions: (a) all of the
shares underlying the option will vest on February 21, 2003, (b) the exercise
price for the shares underlying the option is $1.43, and (c) the shares
underlying the option will be unregistered with "piggyback" registration rights
and a cashless exercise provision.

Pursuant to the terms of Mr. Angel's severance letter, dated April 24, 2002, the
Company granted to Mr. Angel a non-qualified option to purchase one hundred
thousand (100,000) shares of our Common Stock. This option was issued pursuant
to the terms of a grant certificate, which included the following terms and
provisions: (a) all of the shares underlying the option will vest on February
21, 2003, (b) the exercise price for the shares underlying the option is $1.43,
and (c) the shares underlying the option will be unregistered with "piggyback"
registration rights and will contain a cashless exercise provision. In addition,
we agreed to pay Mr. Angel a severance payment of one-hundred forty thousand
dollars ($140,000). The first seventy-thousand dollars ($70,000) of this payment
will be made from the first $500,000 in financing (the "Subsequent Financing")
raised by the Company following the Second Acquiror Financing (as defined in the
CKB Merger Agreement) and the balance of the payments will be made from the next
$70,000 in financing raised by the Company after the Subsequent Financing.

Pursuant to the terms of the CKB Merger Agreement, for a period of at least one
year following the effective time of the CKB Merger, Steven Angel was designated
to serve as our "Continuing Director." As discussed below under the Section "The
CKB Merger Agreement - Indemnification," all decisions to be made by the Company
pursuant to Article 7 of the CKB Merger Agreement will be made by the Continuing
Director.

No Dissenters' Rights

We are incorporated under and governed by the laws of the State of Delaware.
Under Delaware law, no appraisal rights are available for any shares of stock of
the constituent corporation surviving a merger if the merger did not require the
vote of the stockholders of the surviving corporation for its approval. Since
the CKB Merger did not require the approval of our shareholders, our
shareholders do not have any dissenters' rights, rights of appraisal or similar
rights to receive a judicial valuation of their Company stock in connection with
the CKB Merger.

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Accounting Treatment

The CKB Merger has been treated for accounting purposes as a so-called "reverse
acquisition" whereby CKB is deemed to have acquired us, with this acquisition
being accounted for using the purchase method. CKB is deemed to be the acquirer
due to the fact that, as a result of the CKB Merger, the shareholders of CKB own
a majority of the aggregate voting power of our capital stock and thus control
the Company.

Material Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal income tax
consequences of the CKB Merger for the Company and its shareholders (other than
the former shareholders of CKB). This discussion does not address all of the
federal income tax consequences that may be important to our shareholders in
light of their particular circumstances; nor does this discussion address the
federal income tax consequences that may be applicable to taxpayers subject to
special treatment under the Internal Revenue Code of 1986, as amended (the
"Code"), such as:

     o    insurance companies;
     o    financial institutions;
     o    dealers in securities;
     o    traders in securities that elect a mark to market method of
          accounting;
     o    tax-exempt organizations;
     o    stockholders who hold their shares as a part of a hedge, constructive
          sale, straddle, or conversion transaction; o stockholders who acquired
          their shares through the exercise of options or otherwise as
          compensation or through a tax-qualified retirement plan; and
     o    foreign persons.

No information is provided in this proxy statement with respect to the tax
consequences, if any, of the CKB Merger under applicable foreign, state, local,
and other tax laws. This discussion is based, and the tax opinions referred to
below will be based, upon the provisions of the Code, applicable Treasury
Regulations, IRS rulings, and judicial decisions, as in effect as of the date of
this proxy statement. There can be no assurance that future legislative,
administrative, or judicial changes or interpretations, which changes could
apply retroactively, will not affect the accuracy of this discussion or the
statements or conclusions set forth in this section. No rulings have been or
will be sought from the IRS concerning the tax consequences of the CKB Merger,
and none of the tax opinions of counsel to be received in connection with the
CKB Merger will be binding on the IRS.

The CKB Merger was structured with the intention that (i) it would qualify for
federal income tax purposes as reorganization within the meaning of section
368(a) of the Code and (ii) the Company, CKB and ZNI would each be a "party to
the reorganization" within the meaning of section 368(b) of the Code. The
remainder of this discussion assumes that the CKB Merger constitutes
reorganization within the meaning of section 368(a) of the Internal Revenue
Code.

We encourage our shareholders to consult their own tax advisor as to the
particular tax consequences to it of the CKB Merger, including the applicability
and effect of any state, local, foreign or other tax laws, and of changes in
applicable tax laws.

Based on the above assumptions and qualifications, neither the Company nor its
shareholders (other than the former shareholders of CKB) will recognize any gain
or loss as a result of the CKB Merger.

                            THE CKB MERGER AGREEMENT

The following summary of the material terms of the CKB Merger Agreement is
qualified in its entirety by reference to the CKB Merger Agreement, which is
incorporated by reference in its entirety and attached as Appendix A to this
proxy statement. We urge you to read the CKB Merger Agreement carefully and in
its entirety.

The CKB Merger

Pursuant to the terms of the CKB Merger Agreement, on April 30, 2002 ZNI merged
with and into CKB, ZNI ceased to exist and CKB became a wholly-owned subsidiary
of the Company. The Company, as the only shareholder of CKB following the CKB
Merger, has the sole power and authority to control all aspects of internal
corporate and business affairs of CKB following the CKB Merger.

Two of the most significant conditions precedent to CKB's obligations under the
CKB Merger Agreement which were satisfied prior to the CKB Merger were: (i) a
bridge loan of at least $300,000 by the Company to CKP for a period of one year
and at an annual interest rate of ten percent. This was in addition to the
$225,000 already advanced by the Company to CKP (see "Certain Relationships and
Related Transactions - CKP Notes" under Proposal 1 below) and the $595,000
raised directly by CKP), and (ii) the consummation of the merger of a
wholly-owned subsidiary of CKB with and into Big Content.

                                       19
<PAGE>
Effective Time of the CKB Merger

The CKB Merger was consummated and became effective on April 30, 2002, the date
that a certificate of merger was filed with the Secretary of State of Delaware.

Treatment of CKB Securities

At the effective time of the CKB Merger each issued and outstanding share of CKB
Stock was cancelled and the holders thereof were issued securities convertible
into or exercisable for our Common Stock.

In particular, at the effective time of the CKB Merger,

     o    the 365 shares of CKB Stock held by Mr. Kushner were cancelled and Mr.
          Kushner was issued 339,788.66 newly issued shares of Series B
          Preferred Stock, which were convertible into an aggregate of
          33,978,866 shares of our Common Stock (as described above under
          "Recent Developments - Amendment of Series B Preferred Stock and
          Issuance of Series D Preferred Stock," these shares are now
          convertible into only 16,989,433 shares of Common Stock);
     o    the 70.5 shares of CKB Stock held by James DiLorenzo were cancelled
          and Mr. DiLorenzo was issued 59,962.71 shares of Series B Preferred
          Stock and 5,584.42 shares of Series C Preferred Stock, which are
          convertible into an aggregate of 6,554,713 shares of our Common Stock
          (as described above under "Recent Developments - Amendment of Series B
          Preferred Stock and Issuance of Series D Preferred Stock," these
          shares are now convertible into only 3,556,577.5 shares of Common
          Stock); and
     o    the 24 shares of CKB Stock held by Livingston were cancelled, and
          Livingston was issued the Livingston Warrant to acquire 1,000,000
          shares of our Common Stock at an exercise price of $1.24 per share
          (this warrant was subsequently amended to cover 500,000 shares of
          Common Stock at an exercise price of $0.62 per share) and 22,337.68
          shares of Series C Preferred Stock, which are convertible into an
          aggregate of 2,233,768 shares of Common Stock.

As a result of these exchanges of securities, the former shareholders of CKB
became the holders of almost 78% of the aggregate voting power of our
outstanding capital stock (Messrs. Kushner and DiLorenzo currently hold almost
70% of the aggregate voting power of our outstanding capital stock).

Certificate of Incorporation and By-laws

Pursuant to the terms of the CKB Merger Agreement, at the effective time of the
CKB Merger, the certificate of incorporation and by-laws of CKB became the
certificate of incorporation and bylaws of the Surviving Corporation.
Officers and Directors Following the CKB Merger

The CKB Merger Agreement provided that then current officers and directors of
CKB would continue as officers and directors of the Surviving Corporation, in
each case until their successors are duly elected, appointed and qualified.
Prior to the consummation of the CKB Merger, Adam Goldberg served as our
President and Treasurer and Steven Angel served as our Executive Vice President
and Secretary. Messrs. Goldberg and Angel also served as the sole members of our
Board of Directors. Effective upon the consummation of the CKB Merger, Mr.
Goldberg resigned as an officer and director of the Company and Steven Angel
resigned from his positions as an officer of the Company. Immediately prior to
the effectiveness of Mr. Goldberg's resignation as a member of the Company's
Board of Directors, Messrs. Goldberg and Angel, by unanimous written consent of
the Board of Directors of the Company, (i) increased the size of our Board to up
to five directors, (ii) appointed Messrs. Kushner and DiLorenzo, the principal
stockholders and members of the Board of Directors of CKB, to fill vacancies in
our Board of Directors and serve as the directors of the Company until the next
annual meeting of our stockholders, and (iii) elected Mr. Kushner to serve as
President of the Company and Mr. DiLorenzo to serve as Executive Vice President,
Secretary and Treasurer of the Company until, as applicable, their successor in
such office has been duly elected and qualified.

Representations and Warranties

The CKB Merger Agreement contains customary representations and warranties of
CKB, CKP and Messrs. Kushner and DiLorenzo (the "Stockholders"), relating to,
among other things:

     o    the corporate organization and existence of each of CKB and CKP,
          including that each has been duly incorporated, is validly existing
          and in good standing with the corporate power to carry on its business
          as currently conducted, except where the failure of the foregoing
          would not have a material adverse effect;
     o    the authority of each of CKB, CKP and the Stockholders to execute and
          deliver the CKB Merger Agreement;
     o    the adoption by CKB's board of directors of a resolution adopting the
          CKB Merger Agreement and the transactions contemplated thereunder;

                                       20
<PAGE>
     o    the capitalization of CKB and CKP, including the number of authorized
          shares of capital stock, the number of shares and the number of
          options and warrant shares outstanding, and the number of shares
          reserved for issuance;
     o    the compliance of the CKB Merger Agreement with CKB's certificate of
          incorporation and bylaws, applicable laws, and material agreements;
     o    the delivery of financial statements to the Company by a specified
          date set forth therein;
     o    required governmental and third-party consents with respect to the
          leasehold premises occupied by CKP;
     o    absence of any pending or threatened suit, action or proceeding which
          has not been disclosed in the schedules to the CKB Merger Agreement
          and which, if determined adversely, would have a material adverse
          effect;
     o    the timely filing by each of CKB and CKP of their respective tax
          returns, the lack of pending or threatened proceedings, deficiencies
          or audits with respect to taxes, and certain related tax matters;
     o    the absence of any "employee benefit plans" as defined in the Employee
          Retirement Income Security Act of 1974, as amended ("ERISA");
     o    each of CKB and CKP's compliance with applicable laws and possession
          of all permits, licenses, certificates and authorizations which are
          material to the operation of its business;
     o    investment banking fees payable in connection with the transaction;
     o    the validity and enforceability of intellectual property owned by CKB
          and CKP and the absence of intellectual property infringement or
          contests;
     o    the validity of and absence of defaults under certain material
          contracts and other agreements of CKB and CKP;
     o    compliance with laws relating to employees or the workplace, and the
          absence of material disputes with employees;
     o    valid title of each of CKB and CKP to all of the personal property
          reflected on its financial statements, free and clear of liens;
     o    compliance with environmental laws and the absence of environmental
          liabilities;
     o    absence of any material adverse changes or events relating to the
          business and properties of each of CKB and CKP, its capital stock, or
          its accounting principles, practices or methods; and
     o    additional customary representations and warranties.

The CKB Merger Agreement also contains customary representations and warranties
of the Company and ZNI relating to, among other things:

     o    the corporate organization and existence of each of the Company and
          ZNI, including that each has been duly incorporated, is validly
          existing and in good standing with the corporate power to carry on its
          business as currently conducted, except where the failure of the
          foregoing would not have a material adverse effect;
     o    the authority of each of the Company and ZNI to execute and deliver
          the CKB Merger Agreement;
     o    the compliance of the CKB Merger Agreement with CKB's certificate of
          incorporation and bylaws, applicable laws, and material agreements;
     o    compliance by the Company and ZNI with applicable provisions of any
          laws, statutes, ordinances or regulations, except for such violations
          that would not cause a material adverse effect;
     o    the adoption by the Company's board of directors of a resolution
          adopting the CKB Merger Agreement in accordance with Section 202 of
          the Delaware General Corporation Law;
     o    the capitalization of the Company and ZNI, including the number of
          authorized shares of capital stock, the number of shares and the
          number of options and warrant shares outstanding, and the number of
          shares reserved for issuance;
     o    the delivery of financial statements to CKB and CKP;
     o    absence of any pending or threatened suit, action or proceeding which
          has not been disclosed in the schedules to the CKB Merger Agreement
          and which, if determined adversely, would have a material adverse
          effect on the Company or ZNI;
     o    the timely filing by the Company of its tax returns, the lack of
          pending or threatened proceedings, deficiencies or audits with respect
          to taxes, and certain related tax matters;
     o    the absence of any "employee benefit plans" as defined in ERISA;
     o    the filing of all material filings required to be filed with the
          Commission since January 1, 2000;
     o    investment banking fees payable in connection with the transaction;

                                       21
<PAGE>
     o    the Company's total liabilities;

     o    severance payments to be made following the CKB Merger;

     o    financings from third-party lenders necessary to complete the CKB
          Merger; and

     o    additional customary representations and warranties.

Post-Merger Financing

Pursuant to the terms of the CKB Merger Agreement, the Company was obligated to
consummate a private placement of its securities (the "Post-Merger Financing")
to raise an additional $500,000 in net proceeds within the thirty days
immediately following the consummation of the CKB Merger (the "Post-Merger
Financing Amount"). The Company concluded the Post-Merger Financing after
raising a total of $460,560. The CKB Merger Agreement provided that, if the
Company did not raise the entire Post-Merger Financing Amount, Messrs. Kushner
and DiLorenzo would be entitled to receive additional shares of our Common
Stock. However, this provision has been waived by Messrs. Kushner and DiLorenzo
and they will receive no such additional Common Stock.

Actions Following the CKB Merger

Pursuant to the terms of the CKB Merger Agreement, we agreed to use our best
efforts to prepare, file and mail to our stockholders, a proxy statement seeking
approval of an amendment to our certificate of incorporation increasing our
authorized number of shares of Common Stock to 100,000,000. The new shareholders
that own an aggregate 78% of our Common Stock will be able to approve this
amendment. The former or old shareholders will in actuality not have an
effective voice because the new shareholders own a majority of the Common Stock.

In addition, we agreed to use our reasonable best efforts to prepare and file
with the Commission within 45 days after the Annual Meeting, and have declared
effective under the Securities Act within 150 days following the Annual Meeting,
a registration statement on Form SB-2 or such other form as is appropriate in
order to register the re-offer and redistribution of the shares of our Common
Stock with respect to which Company Shareholders have valid registration rights.

Continuing Indemnification of Officers and Directors

For a period of six years following the effective date of the CKB Merger and to
the fullest extent permitted under applicable law, customary indemnification
will continue to be provided to the former directors, officers or employees and
the Company.

Indemnification of the Parties

Each of the Company and the Stockholders (as applicable, the "Indemnitor")
agreed to indemnify, defend and hold harmless the other (each, the "Indemnitee")
from and against any and all claims incurred by the Indemnitee which arise out
of or result from a misrepresentation or breach of warranty contained in Article
4 of the CKB Merger Agreement or the breach of any covenant, obligation or
agreement of and in respect of any covenant, obligation or agreement of an
Indemnitor contained in the CKB Merger Agreement. If the amount of the claim or
liability is disputed, the controversy in question shall be submitted to
arbitration as provided for in the CKB Merger Agreement. The CKB Merger
Agreement also sets forth the methods for asserting claims for indemnification,
whether they are third party claims, participation claims or non-third party
claims. Finally, the CKB Merger Agreement sets forth the method for satisfying
the indemnification claims and provides that all decisions to be made by the
Company pursuant to the indemnification provisions in the CKB Merger Agreement
shall be made by Steven Angel as the Continuing Director.

                                       22
<PAGE>
Merger with Big Content

One of the significant conditions precedent to the closing of the CKB Merger
Agreement was CKB's acquisition of Big Content by merger (the "Big Content
Merger"). On March 15, 2002, CKB satisfied this condition by filing a
certificate of merger with the Secretary of State of the State of Delaware,
which provided for the merger of Big Content Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of CKB ("BCA") with and into Big
Content. Following the filing of the certificate of merger, BCA ceased to exist
and Big Content, as the surviving corporation of the Big Content Merger, became
a wholly-owned subsidiary of CKB.

In connection with the consummation of the transactions contemplated by the
Agreement and Plan of Merger (the "Big Content Merger Agreement"), dated as of
March 8, 2002, by and among Big Content, BCA, CKB, CKP, Mackin Charitable
Remainder Trust, a Florida trust ("Mackin") and Livingston, all issued and
outstanding shares of common stock, par value $0.01 per share, of Big Content
(the "Big Content Stock") were cancelled and the holders thereof were issued the
following consideration: (i) the 6,400,000 shares of Big Content Stock held by
Livingston were cancelled and Livingston was issued 24 shares of CKB Stock; (ii)
the 2,000,000 shares of Big Content Stock held by James DiLorenzo were cancelled
and Mr. DiLorenzo was issued 6 shares of CKB Stock; and (iii) the 1,600,000
shares of Big Content Stock held by Mackin were cancelled and Mackin was issued
a 10% Senior Promissory Note, in the original principal amount of $1,000,000,
made by CKB to Mackin (the "Mackin Note"). The Mackin Note is secured by certain
intellectual property held by Big Content, including, among other things, a film
library consisting of approximately 1,200 hours of boxing programming on various
media. Interest is payable monthly and the principal is due on March 14, 2012.
As additional consideration, on March 8, 2002, CKB made a payment to Livingston
in the amount of $50,000.

On March 15, 2002, Big Content, Mackin and Livingston entered into a Pledge and
Security Agreement, pursuant to which Big Content agreed to pledge and assign to
Mackin and Livingston its property and assets as collateral to secure both its
obligations to pay Livingston a weekly consulting fee pursuant to the terms of
the Livingston Consulting Agreement (as defined below) and the monetary
obligations of CKB to Mackin pursuant to the Mackin Note. Pursuant to the terms
of the Big Content Merger Agreement, on April 30, 2002, the Company, Big
Content, CKP, CKB and Livingston also entered into a Consulting Agreement (the
"Livingston Consulting Agreement") (see "Certain Relationships and Related
Transactions - Livingston Consulting Agreement" under Proposal 1 below). In
addition, in connection with the Big Content Merger, on the effective date of
the CKB Merger, Mr. Kushner, Mr. DiLorenzo and Livingston entered into a
Distribution and Purchase Agreement (the "DPA") (see "Certain Relationships and
Related Transactions - Distribution and Purchase Agreement" under Proposal 1
below).

                                       23
<PAGE>
                               RECENT DEVELOPMENTS

Since the filing of our most recent Quarterly Report of Form 10-QSB/A, there
have been several subsequent events, summarized below:

     o    On October 9, 2003, the Company borrowed $50,000 from a third party
          pursuant to a promissory note. The note is short-term and accrues
          interest at 10% per annum. Additionally, the Company issued 100,000
          warrants to purchase shares of common stock in connection with the
          note, at an exercise price of $.10 per share. The warrants will expire
          five years from the date of issuance and contain piggyback
          registration rights.

     o    On October 17, 2003, the Company borrowed $50,000 from a third party
          pursuant to a promissory note. The note is short-term and accrues
          interest at 10% per annum. Additionally, the Company issued 25,000
          warrants to purchase shares of common stock in connection with the
          note, at an exercise price of $.60 per share. The warrants will expire
          five years from the date of issuance and contain piggyback
          registration rights.

     o    On December 1, 2003, the Company signed an agreement to issue warrants
          to one of its employees. The warrants shall have a term of seven
          years, "cashless exercise" feature and piggyback registration rights.
          The warrants shall be subject to a two year vesting period, with
          warrants to purchase: 250,000 shares of Common Stock at an exercise
          price of $.25 per share vesting immediately; warrants to purchase
          125,000 shares of Common Stock, at and exercise price equal to 85% the
          closing bid price of the Company's shares of Common Stock (as reported
          by Bloomberg Financial Markets on the OTC Bulletin Board or such other
          United States stock exchange or public trading market which is at the
          time the principal exchange for trading of the Common Stock) on the
          date of grant, vesting at the beginning of the second year of
          employment; and warrants to purchase 125,000 shares of Common Stock,
          at and exercise price equal to 85% the closing bid price of the
          Company's shares of Common Stock (as reported by Bloomberg Financial
          Markets on the OTC Bulletin Board or such other United States stock
          exchange or public trading market which is at the time the principal
          exchange for trading of the Common Stock) on the date of grant,
          vesting at the beginning of the third year of employment.

     o    During December, 2003, the Company borrowed $190,000 from various
          third parties pursuant to variuos promissory notes . The notes are
          short-term and accrue interest at 10% per annum. Additionally, the
          Company issued 95,000 warrants to purchase shares of common stock in
          connection with the note, at an exercise price of $.60 per share. The
          warrants will expire five years from the date of issuance and contain
          piggyback registration rights.

     o    On December 9, 2003, the Company borrowed $50,000 from a third party
          pursuant to a promissory note. The note is short-term and accrues
          interest at 10% per annum. Additionally, the Company issued 25,000
          warrants to purchase shares of common stock in connection with the
          note, at an exercise price of $.50 per share. The warrants will expire
          five years from the date of issuance and contain piggyback
          registration rights.

     o    On January 5, 2004, the Company borrowed $125,000 from a third party
          pursuant to a promissory note. The note is short-term and accrues
          interest at 8%.


                                  RISK FACTORS

Our shareholders should carefully consider the following risks before deciding
to make or dispose of an investment in the Company. If any of the following
risks actually occur, our revenues, profits, results of operations, financial
condition and/or future prospects may suffer. As a result, the trading price of
our Common Stock could decline, and you may lose all or part of your investment.

It is difficult to evaluate our business and prospects because we have a limited
operating history as a public company.

We were formed in February 1996, and from December 2000 until we completed the
CKB Merger in April 2002, we were a public "shell" corporation which conducted
no meaningful business operations and had no revenue. Accordingly, our limited
operating history, particularly as a combined company with CKB, makes it
difficult to evaluate our current business and prospects or to accurately
predict our future revenue or results of operations. Our future revenue and
income potential are unproven as a public operating company.

Our operating results may prove unpredictable, and our Common Stock price may
decrease or fluctuate significantly.

                                       24
<PAGE>
Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which are outside of our control. Because our
operating results are difficult to predict, in some future quarters our
operating results may fall below the expectations of securities analysts and
investors. If this happens, the trading price of our Common Stock may fall
significantly. Factors that affect our quarterly and annual operating results
include, among other things, the following:

     o    our ability to establish and strengthen brand awareness;
     o    our success in promoting our boxers and boxing-related content;
     o    the amount and timing of costs relating to our marketing efforts or
          other initiatives;
     o    our ability to enter into favorable contracts with boxers, content
          distributors, developers, and other parties;
     o    acquisition-related costs;
     o    our ability to compete in a highly competitive market; and
     o    the economic trends specifically affecting the sports and
          entertainment business, as well as general economic conditions in the
          markets we serve.

If we do not manage our growth efficiently, we may not be able to operate our
business effectively.

We expect to significantly expand our operations as a result of the consummation
of the CKB Merger, and we will seek additional financing to fund such expansion.
If we expand our operations, we may strain our management, operations, systems
and financial resources. To manage our future growth, we must improve and
effectively utilize our existing operational, management, marketing and
financial systems, successfully recruit, hire and manage personnel and maintain
close coordination among our boxers, technical, finance, marketing, sales and
production staffs. We may need to hire additional personnel in all areas of our
business during 2004. In addition, we may also need to improve our accounting
systems and procedures and computer software and hardware systems in order to
operate our business more effectively and manage our expansion. We also will
need to manage an increasing number of complex relationships with boxers, boxing
talent, strategic partners, advertisers and other third parties. Our failure to
effectively manage our growth could disrupt our operations and ultimately
prevent us from generating the revenue we expect.

Many of our boxing agreements are short-term and we face the risk of losing them
to competitors with greater resources.

We believe that our future success depends in large part upon our ability to
maintain our existing relationships with boxers. Our agreements with many of our
boxers have a term of less than three years, and these boxers generally have the
option of electing whether or not to renew their contracts upon expiration. If
we become unable to provide valuable services to our existing boxers, or if we
otherwise fail to maintain good relations with such boxers, they may elect to
terminate or fail to renew their agreements with us. In addition, if we cannot
provide adequate incentives for these boxers to remain with us, our efforts to
sign new boxers may be impaired. Furthermore, historically, when boxers have
achieved substantial commercial success they have sought to renegotiate the
terms of their agreements. This may adversely affect our future profitability
with respect to such boxers.

We are dependent on our boxers.

Our success depends, in large part, upon our ability to recruit and retain
athletic talent. We cannot assure you that we will be able to continue to
identify and retain such talent in the future. Additionally, we cannot assure
you that we will be able to retain our current talent when their contracts
expire. Our failure to attract and retain key talent, or a serious or untimely
injury to, or the death of, any of our key talent, would likely lead to a
decline in the appeal of our events, which would adversely affect our ability to
generate revenues.
We partially depend upon our existing boxers to attract new boxers.

In order for us to sign new boxers, our principal existing boxers must remain
with us and sustain their success and popularity. Our business would be
adversely affected by:

     o    our inability to recruit new boxers with commercial promise and to
          enter into production and promotional agreements with them;
     o    the loss of talent and/or popularity of our existing boxers;
     o    increased competition to maintain relationships with existing boxers;
     o    non-renewals of current agreements with existing boxers; and
     o    poor performance or negative publicity of existing boxers.

If we fail to perform our obligations under a Pledge and Security Agreement, the
secured parties may foreclose on their security interest in our boxing film
library assets.

                                       25
<PAGE>
Our subsidiary, Big Content, has granted a first priority security interest in
certain intellectual media assets to Livingston Investments, LLC and certain of
its affiliates as collateral for our payment obligations under various
agreements (see "Certain Relationships and Related Transactions - Obligations to
Shareholders" under Proposal 1 below). If we fail to perform our obligations
under these agreements, the secured party may seize these assets. In such event,
we would lose our rights to our valuable library of boxing films. If this were
to occur, our revenues, profits, results of operations, financial condition and
future prospects would be materially and adversely affected.

Future acquisitions or expansions may disrupt our business or distract our
management.

Our core operations have consisted of marketing, promoting and distributing our
live and televised boxing events. Our current strategic objectives include not
only further developing and enhancing our existing business, but also entering
into new or complementary businesses, such as the creation of new forms of
entertainment and brands, the development of new television programming and the
development of branded location-based entertainment businesses. The following
risks are associated with expanding into new or complementary businesses by
acquisition, strategic alliance, investment, licensing or other arrangements:

     o    potential diversion of management's attention and resources from our
          existing business and an inability to recruit or develop the necessary
          management resources to manage new businesses;

     o    unanticipated liabilities or contingencies from new or complementary
          businesses or ventures;

     o    reduced earnings due to increased goodwill amortization, increased
          interest costs and additional costs related to the integration of
          acquisitions;

     o    potential reallocations of resources due to the growing complexity of
          our business and strategy;

     o    competition from companies then engaged in the new or complementary
          businesses that we are entering;

     o    possible additional regulatory requirements and compliance costs;

     o    dilution of our shareholders' percentage ownership and/or an increase
          of our leverage when issuing equity or convertible debt securities or
          incurring debt; and

     o    potential unavailability of acceptable terms, or at all, of additional
          financing necessary for expansion.

Because a substantial portion of our revenues will be derived from the sale of
license rights and/or advertising of our events and programs, an economic
downturn that results in a reduction in discretionary spending by consumers on
entertainment could adversely affect our business.

A substantial portion of our revenues will be derived from, and our future
success will be dependent upon, sales of license rights, advertising and other
boxing-related merchandise. If the economy suffers a recession or other
long-term disruption, and consumers reduce their discretionary spending on
entertainment-related products and services, it is likely that we would
experience a decline in revenues, which would materially harm our profits,
results of operations, financial condition and future prospects.

Unless our boxers develop a strong brand identity, our business may not continue
to grow and our financial results may suffer.

We believe that historical growth and brand recognition are important factors
not only in persuading boxers to choose us as their promoter, but also in our
ability to effectively utilize the dominant marketing resources in the sports
entertainment industry (television, radio, public relations, trade publications,
etc.). We believe that continuing to strengthen our brand will be critical to
attracting boxers. However, brand promotion activities may not yield increased
revenues, and even if they do, any increased revenues may not offset the
expenses we incur in building our brand.

Our sports entertainment offerings may not be commercially successful.

We expect a significant amount of our revenue to come from the production and
distribution of our events and programs, as well as the use of our events in
television programs. The success of these offerings depends primarily upon their
acceptance by the public, which is difficult to predict. The commercial success
of an event or program depends on the quality and acceptance of competing
offerings released into the marketplace at or near the same time, the
availability of alternative forms of entertainment and leisure-time activities,
general economic conditions and other tangible and intangible factors, all of
which can change quickly. Because we expect the popularity of our offerings to
be a significant factor driving the growth of our company, our failure to
produce events and programs with broad consumer appeal could materially harm our
business and prospects for growth.

                                       26
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Our failure to continue to create popular events and programs would likely lead
to a decline in our ability to generate revenues.

The creation, marketing and distribution of our live and televised
entertainment, including pay-per-view events, is the core of our business and is
critical to our ability to generate revenues. Our failure to continue to create
popular live events and televised programming would likely lead to a decline in
our television ratings and attendance at our live events. Such a decline would
adversely affect our ability to generate revenues.

We may have lower revenues if we are unable to secure appropriate athletes,
events and venues.

As a participant in the sports and entertainment industry, our ability to
generate revenues is highly sensitive to public tastes, which are unpredictable.
A change in public tastes, an increase in competition or a lack of boxer or
event availability could damage our business, financial condition and results of
operations. Similarly, our ability to generate revenues from live entertainment
events may be limited if other competitive forms of entertainment are available.
Since we rely on unrelated parties to create and perform live boxing content,
any lack of availability of popular athletes, boxing venues, boxing trainers,
broadcast personalities, and other performers could limit our ability to
generate revenues.

The sports and entertainment industry is extremely competitive and we may not be
able to compete successfully against other promoters, both large and small, for
both boxers and the public's attention.

The market for the promotion and distribution of boxers, boxing events and
boxing-related content is extremely competitive and rapidly changing. We face
competitive pressures from numerous actual and potential competitors. Many of
our competitors in the promotion business, such as Don King Productions, Top
Rank and Main Events, have substantial competitive advantages over us, including
longer operating histories, significantly greater financial, technical and
marketing resources, greater brand name recognition, better distribution
channels, larger existing customer bases' and more popular content or boxers.
Similarly, the content production and distribution side of our business faces
competition from these sources, as well as major media concerns such as Walt
Disney's ESPN network, which is actively involved in marketing its own library
of boxing-related content.

Our competitors may be able to respond more quickly to new or emerging
technologies and changes in the public's tastes and devote greater resources to
identify, develop and promote boxers, and to distribute and sell their
offerings, than we can.

The members of our management team have no experience in leadership roles in a
public company.

Prior to our merger transaction with CKB, our management team was operating CKB
as a private company. There are significant additional responsibilities that
come with running a public company, including, without limitation, greatly
increased disclosure obligations, restrictions on selective disclosure, and,
potentially, liaison with the media and analyst community. We cannot assure you
that our management team will be able to successfully discharge these additional
responsibilities, and their failure to do so could have a material adverse
effect on the trading price of our Common Stock and, potentially, our revenues,
profits, results of operations, financial condition and future prospects.

The loss of certain key management and creative personnel could materially and
adversely affect our business.

Our future success depends to a significant extent on the continued services of
our senior management, particularly Cedric Kushner and James DiLorenzo, and
other key creative personnel. We do not have employment agreements with Messrs.
Kushner or DiLorenzo. Moreover, do not have key-man insurance on Messrs. Kushner
or DiLorenzo. The loss of Messrs. Kushner or DiLorenzo, or certain other key
employees, would likely have a material and adverse effect on our business.
Competition for talented personnel throughout our industry is intense and we may
be unable to retain our current key employees or attract, integrate or retain
other highly qualified employees in the future. We have in the past experienced,
and we expect to continue to experience, difficulty in hiring and retaining
highly skilled employees with appropriate qualifications. If we do not succeed
in attracting new personnel or retaining and motivating our current personnel,
our business could be adversely affected.

We may be liable to third parties for certain license rights and other content
that we produce and distribute.

We may be liable to third parties for certain license rights and other content
that we produce and distribute. We attempt to minimize these types of
liabilities by requiring representations and warranties relating to our
ownership of and rights to use and distribute such material. However, alleged
liability could harm our business by damaging our reputation, requiring us to
incur legal costs in defense, exposing us to awards of damages and costs and
diverting management's attention away from our business.

                                       27
<PAGE>
We have paid no dividends on our Common Stock.

We have paid no cash dividends on our Common Stock in the past and we do not
intend to pay any such dividends in the foreseeable future. It is anticipated
that we will reinvest future profits from our operations, if any, into our
business and there is no assurance that we will ever pay dividends to holders of
our Common Stock.

A majority of the voting power of our stock is held by our Senior Management.

By virtue of their collective ownership of approximately 74% of the aggregate
voting power of our outstanding voting securities, Cedric Kushner, our President
and James DiLorenzo, our Executive Vice President, Secretary and Treasurer, have
the ability to elect all of our directors, who in turn elect all executive
officers, without regard to the votes of other stockholders. Accordingly, our
stockholders, other than Messrs. Kushner and DiLorenzo, will have extremely
limited power to influence our management and operations through the election of
directors or otherwise.

We may not be able to secure additional financing to meet our future capital
needs on terms acceptable to us, or at all.

If we are unable to generate sufficient cash flows from operations to meet our
anticipated needs for working capital and capital expenditures, we will need to
raise additional funds to promote our brand and operate and expand our business.
We may be unable to obtain any required additional financing on terms favorable
to us, if at all. If adequate funds are not available on acceptable terms, we
may be unable to fund our expansion, attract new boxers and promote existing
boxers, create additional boxing-related content, respond to competitive
pressures or take advantage of acquisition opportunities, any of which could
have a material adverse effect on our business. If we raise additional funds
through the issuance of equity securities, our stockholders may experience
significant dilution of their ownership interest, and the newly-issued
securities may have rights superior to those of our Common Stock. If we raise
additional funds by issuing debt, we may be subject to limitations on our
operations, including limitations on the payment of dividends to our
stockholders.

Our independent accountants have raised substantial doubts regarding our ability
to continue as a going concern.

The Company incurred a net loss of approximately $5,348,000 during the nine
months ended September 30, 2003. In addition, the Company had a working capital
deficiency of approximately $9,601,000, and a stockholders' deficiency of
approximately $8,996,000 at September 30, 2003, and operating cash constraints
that raise substantial doubt about the Company's ability to continue as a going
concern.

There can be no assurance that sufficient funds required during the next twelve
months or thereafter will be generated from operations or that funds will be
available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its business. Further, there can be
no assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect on the
Company's existing shareholders.

The conversion or exercise of outstanding options, warrants and convertible
securities will dilute our current stockholders' ownership interest and could
have a negative impact on the market price of our Common Stock.

In connection with the CKB Merger, we issued to the former CKB stockholders
Series B and C Preferred Stock and Common Stock purchase warrants convertible or
exercisable, as applicable, into an aggregate of approximately 22,800,000 shares
of our Common Stock. Since September 2001, we have also been raising funds
through the issuance of convertible notes and the issuance of warrants and/or
common stock in lieu of or in addition to interest. We intend to issue a total
of approximately 8,400,000 shares of Common Stock in connection with the above
referenced fund raising and other stock based compensation. In addition, we have
issued 117,500 shares of Series A Preferred Stock convertible into 1,175,000
shares of our Common Stock, and approximately 7,300,000 additional Common Stock
options and warrants. Once converted into or exercised for Common Stock, all of
these securities will eventually be eligible for sale in the public market.
Sales of a substantial number of shares could significantly reduce the market
price of our Common Stock. Moreover, such sales could make it more difficult for
us to sell equity or equity-related securities in the future at a time and price
that we deem appropriate.

Our stock price may decline in the future, and a public market may not develop
or exist for you to sell our Common Stock.

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<PAGE>
Our Common Stock is quoted on the Over-the-Counter Bulletin Board (the "OTCBB").
Prior to the CKB Merger, there was a limited trading market for our shares,
because we had no business operations or revenues. An active trading market may
not develop in the future, or if one does develop, be sustained. If an active
trading market does develop, the market price of our Common Stock is likely to
be highly volatile due to, among other things, the nature of our business and
because we are effectively a new public company with a limited operating
history. The market price of our Common Stock may also fluctuate significantly
in response to the following factors, most of which are beyond our control:
variations in our quarterly operating results; changes in securities analysts
estimates of our financial performance; changes in general economic conditions
and in the sports and entertainment industry; changes in market valuations of
similar companies; announcements by us or our competitors of significant new
contracts with boxers, acquisitions, strategic partnerships or joint ventures,
or capital commitments; loss of a major boxer, partner or joint venture
participant or the failure to effectively exploit the Library; and the addition
or loss of key managerial and creative personnel.

The equity markets have, on occasion, experienced significant price and volume
fluctuations that have affected the market prices for many companies' securities
and that have often been unrelated to the operating performance of these
companies. Any such fluctuations may adversely affect the market price of our
Common Stock, regardless of our actual operating performance. As a result,
stockholders may be unable to sell their shares, or may be forced to sell them
at a loss.

Purchasers of our securities may be adversely affected by the penny stock
regulations.

As noted above, our Common Stock currently trades on the OTCBB. Unless and until
our Common Stock is quoted on the NASDAQ automated quotation system or on a
national securities exchange, and for so long as the Common Stock trades below
$5.00 par share, the Common Stock may continue to be deemed a "penny stock" as
defined in the Exchange Act and be covered by Rule 15g-9 of the Exchange Act.
That rule imposes additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by
Rule 15g-9, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to sale. In addition, prior to effecting any penny stock transaction, the
broker-dealer must provide a customer with a document that discloses the risks
of investing in the penny stock market, including a description of the
broker-dealer's duties to the customer and the rights and remedies available to
the customer, explain the nature of "bid" and "ask" prices in the penny stock
market, supply a toll-free telephone number to provide information on
disciplinary histories and describe all significant terms used in such
disclosure document. Consequently, the requirements of Rule 15g-9 will continue
to affect the willingness of broker-dealers to sell our securities and therefore
make it more difficult for our shareholders to trade our Common Stock.

We compete for attendance, broadcast audiences and advertising revenue.

We compete for entertainment and advertising dollars with professional and
college sports and with other entertainment and leisure activities. We face
competition from professional and college baseball, basketball, hockey and/or
football, among other activities, in most cities in which we hold live events.
We also compete for attendance, broadcast audiences and advertising revenue with
a wide range of alternative entertainment and leisure activities.

This competition could result in a significant loss of viewers, venues,
distribution channels or performers and fewer entertainment and advertising
dollars spent on our form of sports entertainment, any of which could have a
material adverse effect on our revenues, profits, results of operations,
financial condition and future prospects.

We rely on intellectual and other property rights.

We regard the protection of our copyrights, trademarks and service marks as
critical to our future success, and, in particular, to are ability to create and
exploit boxing-related content. We rely on a federal and international of
copyright and trademark statutes, as well as contractual restrictions, to
establish and protect our intellectual property and other proprietary rights in
products and services. However, there can be no assurance that these contractual
arrangements or the other steps taken by us to protect our intellectual property
and proprietary rights will prove sufficient to prevent misappropriation of
them, or to deter independent third-party development of similar rights which
may inferring upon ours. We plan to pursue the registration of its trademarks,
service marks and copyrights in the United States and internationally to the
extent feasible, however, effective trademark and copyright protection may not
be economically viable, and even if it is, we may not have the financial
capacity in the future to protect, enforce and defend our rights against
competitors with greater resources.
                                       29
<PAGE>
It is possible that in the future, we may license some of our proprietary
rights, such as trademarks or copyrighted material, to third parties. While we
will attempt to ensure that the quality of our brand is maintained by such
licensees, there can be no assurance that such licensees will not take actions
that might materially adversely affect the value of our proprietary rights or
reputation, which could have a materially adverse effect on our revenues,
profits, results of operations, financial condition and future prospects.

To date, we have not been notified that our intellectual properties infringe on
the proprietary rights of any third party, but there can be no assurance that
third parties will not claim infringement by us with respect to the past,
current or future use of these assets. Any such claim, whether meritorious or
not, could be time-consuming, result in costly legal proceedings and/or
settlement arrangements, or require us to enter into royalty or licensing
agreements. Such royalty or licensing agreements might not be available on terms
acceptable to us, or at all. As a result, any such claim could have a materially
adverse effect upon our revenues, profits, results of operations, financial
condition and future prospects.

Our operations are affected by general economic conditions and public tastes.

Our operations are affected by general economic conditions, and therefore our
future success is unpredictable. The demand for entertainment and leisure
activities tends to be highly sensitive to consumers' disposable incomes, and
thus a decline in general economic conditions could result in our fans or
potential fans having less discretionary income to spend on our live and
televised entertainment and branded merchandise, which could have an adverse
effect on our business and/or prospects. Public tastes are unpredictable and
subject to change and may be affected by changes in the country's political and
social climate. A change in public tastes or a decline in general economic
conditions may adversely affect our future success.

The physical nature of our events and extensive travel exposes our boxers and
employees to risks.

Our boxers and our employees who are involved in the production of those events
are exposed to the risk of travel and performance-related accidents, the
consequences of which may not be fully covered by insurance. The physical nature
of our events exposes our boxers to the risk of serious injury or death.
Although we have general liability insurance and umbrella insurance policies,
and although our performers are responsible for obtaining their own health,
disability and life insurance, we cannot assure you that the consequences of any
accident or injury will be fully covered by insurance. Our liability resulting
from any accident or injury not covered by our insurance could have a material
adverse effect on our revenues, profits, results of operations, financial
condition and future prospects.

We rely on certain licenses to operate.

In various states in the United States and some foreign countries, athletic
commissions and other applicable regulatory agencies require us to obtain
promoters licenses, performers' licenses, medical licenses and/or event permits
in order for us to promote and conduct our live events. In the event that we
fail to comply with the regulations of a particular jurisdiction, we may be
prohibited from promoting and conducting our live events in that jurisdiction.
The inability to present our live events over an extended period of time or in a
number of jurisdictions would lead to a decline in the various revenue streams
generated from our live events, which could have an adverse effect on our
profits, results of operations, financial condition and future prospects.

We have exposure to pending litigation.

Investor Relation Services, Inc.
On May 13, 2002 the Company entered into agreements with Investor Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit") (collectively the
"Consultants") whereby the Consultants would provide certain investor and public
relations services. The agreement was to have been effective for the period from
May 13, 2002 through May 12, 2005. As compensation for the services to be
provided, the Company was to issue the Consultants 2,631,580 shares of Class A
common stock of the Company.

In August 2002, the Company terminated the contract for cause when IRSI was
deemed by the Company to be unable to fulfill its contractual obligations to the
Company when a principal of IRSI was indicted for securities fraud. In February
2003, Summit filed arbitration against the Company arising from the termination
by the Company of the agreement.

                                       30
<PAGE>
Ongoing settlement discussions have been underway between the parties which may
result in a settlement of this dispute in the near future. To the extent no
settlement is reached, management is unable to predict the final outcome of the
arbitration but disputes the validity of the claim. However, management has
nevertheless adopted a conservative position, for accounting purposes solely, of
recording the value for the shares that would have been issued. That value was
determined at $3,236,843 by multiplying the number of shares (2,631,580)
contemplated to be issued by the value of the common stock on the contemplated
date of the agreement. That amount was recorded as deferred consulting fees and
common stock to be issued. The Company is amortizing the deferred consulting
fees over three years with amortization expense of approximately $809,100
recorded for the nine months ended September 30, 2003 and reflected in
compensatory element of stock issuances for selling, general and administrative
expenses in the condensed consolidated statements of operations.

Buster Mathis, Jr.
In December 2001, Buster Mathis, Jr., a boxer, filed an action against CKP and
Mr. Kushner in the United States District Court, Southern District of New York
alleging fraud and unjust enrichment relating to a fight against Mike Tyson in
December 1995. In October 2002, a jury awarded Mr. Mathis $702,000 (including
interest at a rate of 9% per annum from December 16, 1995), and the Company
initially established a reserve of $702,000 during the quarter ended September
30, 2002.

On April 18, 2003, the Company entered into a Settlement Agreement ("Mathis SA")
with Buster Mathis, Jr. ("Mathis") regarding the action filed by Mathis. Subject
to full performance of the terms and conditions of the Mathis SA, all claims
between Mathis and the Company and its affiliates were compromised and settled
in consideration for the payment by the Company of the principal sum of $550,000
with interest at the rate of 2.9% per annum. The Company recorded an adjustment
in the fourth quarter of approximately $152,000 relating to the reduction in the
accrual as a result of the Mathis SA. This settlement sum is payable in certain
installments that commenced on December 17, 2002 and continue until September
15, 2004.

As of May 18, 2003, the Company has paid $150,000 pursuant to the Mathis SA.
Until September 15, 2003, the Company has the option to satisfy $275,000 of the
settlement amount by issuing unrestricted shares of the Company's common stock
to Mr. Mathis ("Mathis Shares"). The number of Mathis Shares to be delivered
shall be an amount having the equivalent value of $275,000 plus accrued interest
("Share Value"), which value shall be based upon the average closing price of
shares of the Company's common stock as traded in the public market, for a
period of ten trading days prior to the effective date of a registration
statement covering such Mathis Shares. Upon receipt of the Mathis Shares, Mathis
has a period of 20 days to decide whether Mathis wishes to hold or sell the
Shares. On July 7, 2003, the Company paid an additional $122,500 pursuant to the
Mathis SA.

If Mathis elects to sell the Mathis Shares, the Company has agreed to guaranty
that the sale proceeds from the sale of these Mathis Shares equals the Share
Value. In further consideration for Mathis granting the Company the above
option, the Company has agreed to deliver to Mathis at the same time the Mathis
Shares are issued, an additional amount of shares of freely-tradable,
unrestricted common stock of the Company equal to 10,000 shares for each
calendar month after May 2003 that the Mathis Shares have not been delivered to
Mathis (with Mathis' entitlement vesting on the first calendar day of each month
commencing on June 1, 2003). For example, in the event the Mathis Shares are not
delivered until September 15, 2003, the Company is required to deliver to Mathis
an additional 40,000 shares of the Company's common stock, which will have
vested 10,000 shares each on June 1, July 1, August 1, and September 1, 2003,
respectively. The Company has agreed to not make any extraordinary payments that
are also outside the ordinary course of business to creditors, stockholders or
employees. The settlement amounts are additionally secured by a lien on the
Company's President's East Hampton residence.

Other pending litigation
On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and the
Company's President. Golden Gloves alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter has been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are confidential, but they basically involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance, interest
and legal fees. All amounts have been accrued for as of September 30, 2003.

In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment against
the Company's President by Zomba Recording Corporation ("Zomba") related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of September
30, 2003, the unpaid balance owed to Zomba by CKP was approximately $267,000.

                                       31
<PAGE>
On August 23, 2002, the Company and a boxer agreed to settle a disputed matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer approximately $610,000, excluding amounts
previously paid, plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted on the agreed upon settlement terms, and a judgment was entered in
favor of the boxer in the approximate amount of $610,000, less any principal
paid by the Company. There could be a material, adverse effect on our revenues,
profits, results of operations, financial condition and future prospects if the
Company is unsuccessful in securing financing to resolve this default. On July
16, 2003, a restraining order was placed in favor of the boxer against the
Company that prohibited the sale, transfer, assignment, or interference of the
Company's property at a certain financial institution until the judgment is
satisfied or vacated. As of September 30, 2003, the Company had accrued
approximately $560,000 on its books as the remaining liability to the boxer.

On May 29, 2003, National Sports Partners, a New York general partnership
("NSP") and owner of Fox Sports Net broadcast service ("FOX"), commenced legal
action in the Supreme Court of the State of California, County of Los Angeles,
against the Company. NSP alleged that Company breached an agreement to pay for
advertising time pursuant to an agreement, failed to pay for certain production
fees and costs for producing and airing boxing events on Fox, and is suing the
Company for approximately $239,200, plus interest, costs and attorneys' fees. As
of September 30, 2003, the Company had accrued approximately $239,000 as a
potential liability to NSP.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers, and other issues. At
September 30, 2003, the Company had accrued an aggregate of approximately
$265,000, representing its estimated exposure from these legal disputes. There
can be no assurance that any future legal proceedings will not have a material
adverse affect on the Company.

                        PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, three directors are to be elected to the Board of
Directors, each to hold office until our 2003 Annual Meeting of shareholders and
until his or her successor is duly elected and qualified. Unless otherwise
specified, proxies solicited hereby will be voted for the election of the
nominees listed below, however, discretionary authority may be exercised to vote
for a substitute. No circumstances are presently known that would render any
nominee listed below unavailable. All of the nominees are existing members of
the Board of Directors.

Nominees for Election to the Board of Directors

Cedric Kushner, 55, became our President and a director on April 30,
2002. Mr. Kushner has served as president of Cedric Kushner Boxing, Inc. ("CKB")
and its predecessor companies since 1974. From 1974 to 1982, Mr. Kushner was one
of the premier rock `n' roll promoters in the United States. He promoted the
likes of Steppenwolf, Fleetwood Mac, Bob Segar, Rod Stewart, Journey, Joni
Mitchell and the Rolling Stones. Since 1982, Mr. Kushner has steadily
established himself as a respected promoter in the world of boxing. Currently,
CKB promotes world champion and top contender boxers.

James DiLorenzo, 39, became our Executive Vice President, Secretary and
Treasurer, as well as a director, on April 30, 2002. Mr. DiLorenzo joined CKB's
predecessor in 1991 and became a partner in 1998. Mr. DiLorenzo has served as
executive vice president, secretary and treasurer of CKB and its predecessor
since 1999. Mr. DiLorenzo created the popular "Heavyweight Explosion" and
"ThunderBox" series and is currently the head of all of CKB's media endeavors.
Mr. DiLorenzo also manages CKB's international and domestic television
distribution.

Vote Required

The affirmative vote of a plurality of the outstanding shares of Common Stock
and convertible preferred stock (voting on an as-converted basis together with
the Common Stock) that are entitled to vote and are represented in person or by
properly executed proxy at the Annual Meeting, is required to approve the
election of each of the above nominees for Director. Under applicable Delaware
law, in determining whether a nominee has received the requisite number of
affirmative votes, abstentions and broker non-votes will be counted and will
have the same effect as a vote against the proposal.

                                       32
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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES FOR DIRECTOR DISCUSSED ABOVE TO HOLD OFFICE UNTIL THE
2003 ANNUAL MEETING AND UNTIL EACH SUCH PERSON'S SUCCESSOR IS DULY ELECTED AND
QUALIFIED.

Certain Relationships and Related Transactions

We have adopted a policy to the effect that any future transactions between us
and our officers, directors, principal stockholders' and affiliates be on terms
no less favorable to us that could reasonably be obtained in arms' length
transactions with independent third parties. In addition, under our code of
ethics, all related-party transactions must be reviewed and approved by our
audit committee."

The CKB Merger

As described above under "Change-in-Control: The CKB Merger," the CKB Merger was
consummated on April 30, 2002. In connection with the CKB Merger, the CKB Stock
held by Messrs. Kushner and DiLorenzo was converted into 399,751.37 shares of
our Series B Preferred Stock and 5,584.42 shares of our Series C Preferred
Stock. These shareholdings, combined with 13,493 shares of Common Stock acquired
by Mr. Kushner prior to the CKB Merger, make Messrs. Kushner and DiLorenzo the
holders of a total of approximately 70% of the aggregate voting power of all of
our outstanding voting securities having the right to vote on the election of
directors. In addition, the CKB Stock held by Livingston was converted into a
warrant to acquire 1,000,000 shares of Common Stock (this warrant was
subsequently amended to cover only 500,000 shares of Common Stock, but at 50% of
the original exercise price) as well as 22,337.68 shares of our Series C
Preferred Stock (convertible into 2,233,768 shares of Common Stock), making
Livingston the holder of a total of approximately 3.84% of the aggregate voting
power of all of our outstanding voting securities having the right to vote on
the election of directors. Note, however, that the Company lacks sufficient
authorized shares of Common Stock to allow the full conversion and exercise of
this preferred stock and warrants unless Proposal 5 in this proxy statement is
approved by our shareholders. See "Change In Control: The CKB Merger - Merger
Consideration" above for further discussion regarding the CKB Merger
consideration.

The CKB Notes

As discussed above in the Section entitled "The CKB Merger Agreement - the CKB
Merger," one of the conditions precedent to CKB's obligations under the CKB
Merger Agreement which was satisfied prior to the CKB Merger was the making of a
bridge loan of at least $300,000 (the "Bridge Loan") by the Company to CKP for a
period of one year and at an annual interest rate of ten percent. The Bridge
Loan was in addition to $225,000 that had already been advanced by the Company
to CKP (as discussed below) and $595,000 in financing raised directly by CKP.
March 2002 Note

Between December 2001 and April 2002, the Company raised $525,000 in gross
proceeds through the issuance of convertible promissory notes and Common Stock
purchase warrants to accredited investors. The Company lent $246,500 of the
gross proceeds of this private placement, along with $50,000 in other funds, to
CKP pursuant to a promissory note, dated March 8, 2002, in the principal amount
of $296,500, in favor of the Company and payable by CKP (the "CKP Note"). The
principal amount outstanding under the Note was to accrue interest at the rate
of ten percent per year starting (i) with respect to $50,000 of the principal
amount of this Note on August 2, 2001, (ii) with respect to $100,000.00 of the
principal amount of this Note on January 9, 2002, (iii) with respect to
$50,000.00 of the principal amount of this Note on January 24, 2002, (iv) with
respect to $30,000.00 of the principal amount of this Note on February 22, 2002,
and (v) with respect to the remaining principal portion of this Note
($66,500.00) on March 8, 2002. The principal and accrued interest under the CKP
Note was payable on or before the earlier of January 31, 2002 and the occurrence
of one of the events of default listed in the CKP Note. Following the
consummation of the CKB Merger, the CKP Note was forgiven in its entirety by the
Company.

Under Section 1.4(c) of the CKB Merger Agreement, the Company and CKP
acknowledged CKP's receipt of $820,000 from the Company and certain third party
lenders. The $820,000 amount is comprised of $595,000 raised directly by CKP and
$225,000 from the March, 2002 Note. The remaining $71,500 of the $296,500
Advances was applied to the Company's obligation to secure the Bridge Loan.

$300,000 Loan
In March 2001, the Company raised a total of $444,000 as part of its ongoing
private placement of convertible promissory notes and Common Stock purchase
warrants. $228,500 of the net proceeds of the private placement were lent to CKP
and applied to the Company's obligation to secure the Bridge Loan. The remaining
net proceeds from this private placement have been applied to the Post-Merger
Financing Amount (see "The CKB Merger Agreement - Post-Merger Financing"). The
$228,500 in advances referred to above were evidenced by demand promissory notes
(the "Demand Notes"). The principal amounts under the Demand Notes is payable on
demand after April 30, 2002 or upon the occurrence of one of the events of
default specified in the Demand Notes. Following the consummation of the CKB
Merger, the Demand Notes were forgiven in their entirety.

                                       33
<PAGE>
Obligations to Shareholders

The Company entered into various loan agreements with certain of its
shareholders. These agreements have various terms, with interest rates ranging
from 3% to 25%, and maturities, extending from one month to nine years. The
Company is in default of some of the agreements. The combined principal balance
outstanding as of September 30, 2003 was approximately $2,490,000.

As discussed above in the Section "The CKB Merger Agreement - Merger with Big
Content," the Mackin Note, as well as the Company's obligations to pay the
Consulting Fee (as defined below under "Livingston Consulting Agreement") are
secured by a first-priority lien on a film library of certain boxing programming
owned by a CKB affiliate (the "Library"), as well as certain other assets.

In 2000, an affiliate of Livingston loaned $50,000 to a subsidiary of CKB.
Pursuant to an agreement between the parties, this loan was forgiven in December
2001.

An affiliate of Livingston loaned $325,979 to a subsidiary of CKB in 2000 and
2001. Pursuant to an agreement between the parties, this loan was forgiven in
December 2001.

In 2001, Chester English, the managing member of Livingston, loaned $100,000 to
an affiliate of CKB that has since been repaid with 10% interest.

On September 30, 2002, our President, Mr. Kushner, transferred one of his
automobiles to Mr. Nocciolini, President of NAC Enterprises as collateral for
promissory notes payable by CKP to Mr. Nocciolini and NAC Enterprises in the
aggregate amount of $75,000 as of September 30, 2002.
Livingston Consulting Agreement

On April 30, 2002, the Company and several of its affiliates (these companies
are referred to collectively as the "Zenascent Group") and Livingston, entered
into the Livingston Consulting Agreement. Pursuant to the terms of the
Livingston Consulting Agreement, the Company retained Livingston to provide
certain consulting services to the Company, including advising the Company with
respect to its strategic planning and development. As compensation for these
consulting services, Livingston is entitled to receive (a) a weekly consulting
fee of $5,000 (the "Consulting Fee"), (b) a payment equal to 10% of the net
revenues derived by a CKB affiliate from any transaction or event related to
boxing matches promoted or co-promoted by this affiliate which generates total
revenues to this affiliate of at least $500,000 and (c) a commission equal to
20% of the net revenues derived by CKB or its affiliates from the sale,
licensing or other exploitation of the Library.

Pursuant to the terms of the Livingston Consulting Agreement, the Company is,
subject to the following sentence, required to apply 15% of the net proceeds to
the Zenascent Group of any Qualified Financing (as defined in the following
paragraph) to the repurchase of the Series C Preferred Stock held by Livingston
and its affiliates at a price per share equal to the liquidation value of the
Series C Preferred Stock. Our obligation to repurchase Series C Preferred Stock
pursuant to the Livingston Consulting Agreement will terminate immediately upon
the receipt by Livingston and its affiliates of an aggregate of (i) $4,300,000
in Covered Payments (as defined in the following paragraph), if received not
later than March 25, 2005 or (ii) $5,300,000 in Covered Payments, if received
not later than March 25, 2012.

As used in this proxy statement (a) a "Qualified Financing" means any equity or
debt financing received by the Zenascent Group subsequent to April 30, 2002
(other than any such financing required pursuant to the CKB Merger Agreement
governing the CKB Merger (the "CKB Merger Agreement")) and (b) "Covered
Payments" means all payments pursuant to (i) the Livingston Consulting

Agreement (including, without limitation, the repurchase provisions discussed
above), (ii) the Mackin Note, (iii) a contractual covenant providing for the
reimbursement of Livingston and its affiliates for certain expenses in the
amount of $200,000, (iv) proceeds from the sale of Common Stock acquired
pursuant to a warrant to purchase 500,000 shares of Common Stock issued to
Livingston pursuant to the CKB Merger Agreement and (v) the Distribution and
Purchase Agreement described below.

Distribution and Purchase Agreement

On April 30, 2002, Cedric Kushner, our President, James DiLorenzo, our Executive
Vice President, Treasurer and Secretary, and Livingston entered into a
Distribution and Purchase Agreement (the "DPA"), which contains a number of
restrictions on the sale or encumbrance of the capital stock of the Company
owned by Messrs. Kushner and DiLorenzo. In particular, Messrs. Kushner and
DiLorenzo may not sell or encumber any of our capital stock without Livingston's
prior written consent except in limited cases and subject to certain conditions
(including the application of sales proceeds to the purchase of Series C
Preferred Stock held by Livingston and/or the payment to Livingston of a certain
portion of the sales proceeds). In addition, the DPA provides that 50% of the
proceeds of any cash dividends or distributions on our capital stock received by
Messrs. Kushner or DiLorenzo must be applied to purchase from Livingston, at its
liquidation value, any shares of Series C Preferred Stock held by Livingston.

                                       34
<PAGE>
The DPA also provides that, except as described above under "Livingston
Consulting Agreement" neither Livingston nor its affiliates may sell or encumber
Series C Preferred Stock to any person other than Cedric Kushner, James
DiLorenzo or their respective Affiliates.

The restrictions in the DPA described above will terminate immediately upon the
receipt by Livingston and its affiliates of an aggregate of (a) $4,300,000 in
Covered Payments, if received not later than March 25, 2005 or (b) $5,300,000 in
Covered Payments, if received not later than March 25, 2012.

Certain Other Agreements and Relationships
Steven Angel serves as the "Continuing Director" of the Company, as that term is
defined in the CKB Merger Agreement. The Continuing Director is charged with
making all of our decisions in connection with certain indemnification
provisions of the CKB Merger Agreement. We have entered into a consulting
agreement with Mr. Angel. This agreement is described below under the subheading
"Employment Agreements."

We recently entered into a Stock Amendment and Issuance Agreement with Cedric
Kushner, our President and James DiLorenzo, our Executive Vice President,
Treasurer and Secretary, pursuant to which Messrs. Kushner and DiLorenzo agreed
to a reduction in certain economic rights associated with their Series B
Preferred Stock in consideration for the issuance to them of Series D Preferred
Stock. The terms of this Agreement are described in "Recent Developments -
Amendment of Series B Preferred Stock; Issuance of Series D Preferred Stock"
below.

Board Meetings During Fiscal Year 2001

During fiscal year 2001, the Board of Directors held two meetings. Each director
who was serving as a director when these meetings were held attended both of
these meetings.


Board Committees

The Company has no standing committees of its Board of Directors. However, the
company intends to establish a Compensation Committee, Option Plan
Administration Committee and Audit Committee in the near future. It has not yet
been determined which directors will sit on these committees.

Legal Proceedings

         Investor Relation Services, Inc.
         On May 13, 2002 the Company entered into agreements with Investor
         Relation Services, Inc, ("IRSI") and Summit Trading Limited ("Summit")
         (collectively the "Consultants") whereby the Consultants would provide
         certain investor and public relations services. The agreement was to
         have been effective for the period from May 13, 2002 through May 12,
         2005. As compensation for the services to be provided, the Company was
         to issue the Consultants 2,631,580 shares of Class A common stock of
         the Company.

         In August 2002, the Company terminated the contract for cause when IRSI
         was deemed by the Company to be unable to fulfill its contractual
         obligations to the Company when a principal of IRSI was indicted for
         securities fraud. In February 2003, Summit filed arbitration against
         the Company arising from the termination by the Company of the
         agreement.

         Ongoing settlement discussions have been underway between the parties
         which may result in a settlement of this dispute in the near future. To
         the extent no settlement is reached, management is unable to predict
         the final outcome of the arbitration but disputes the validity of the
         claim. However, management has nevertheless adopted a conservative
         position, for accounting purposes solely, of recording the value for
         the shares that would have been issued. That value was determined at
         $3,236,843 by multiplying the number of shares (2,631,580) contemplated
         to be issued by the value of the common stock on the contemplated date
         of the agreement. That amount was recorded as deferred consulting fees
         and common stock to be issued. The Company is amortizing the deferred
         consulting fees over three years with amortization expense of
         approximately $809,100 recorded for the nine months ended September 30,
         2003 and reflected in compensatory element of stock issuances for
         selling, general and administrative expenses in the condensed
         consolidated statements of operations.

         Buster Mathis, Jr.
         In December 2001, Buster Mathis, Jr., a boxer, filed an action against
         CKP and Mr. Kushner in the United States District Court, Southern
         District of New York alleging fraud and unjust enrichment relating to a
         fight against Mike Tyson in December 1995. In October 2002, a jury
         awarded Mr. Mathis $702,000 (including interest at a rate of 9% per
         annum from December 16, 1995), and the Company initially established a
         reserve of $702,000 during the quarter ended September 30, 2002.

                                       35
<PAGE>
         On April 18, 2003, the Company entered into a Settlement Agreement
         ("Mathis SA") with Buster Mathis, Jr. ("Mathis") regarding the action
         filed by Mathis. Subject to full performance of the terms and
         conditions of the Mathis SA, all claims between Mathis and the Company
         and its affiliates were compromised and settled in consideration for
         the payment by the Company of the principal sum of $550,000 with
         interest at the rate of 2.9% per annum. The Company recorded an
         adjustment in the fourth quarter of approximately $152,000 relating to
         the reduction in the accrual as a result of the Mathis SA. This
         settlement sum is payable in certain installments that commenced on
         December 17, 2002 and continue until September 15, 2004.

         As of May 18, 2003, the Company has paid $150,000 pursuant to the
         Mathis SA. Until September 15, 2003, the Company has the option to
         satisfy $275,000 of the settlement amount by issuing unrestricted
         shares of the Company's common stock to Mr. Mathis ("Mathis Shares").
         The number of Mathis Shares to be delivered shall be an amount having
         the equivalent value of $275,000 plus accrued interest ("Share Value"),
         which value shall be based upon the average closing price of shares of
         the Company's common stock as traded in the public market, for a period
         of ten trading days prior to the effective date of a registration
         statement covering such Mathis Shares. Upon receipt of the Mathis
         Shares, Mathis has a period of 20 days to decide whether Mathis wishes
         to hold or sell the Shares. On July 7, 2003, the Company paid an
         additional $122,500 pursuant to the Mathis SA.

         If Mathis elects to sell the Mathis Shares, the Company has agreed to
         guaranty that the sale proceeds from the sale of these Mathis Shares
         equals the Share Value. In further consideration for Mathis granting
         the Company the above option, the Company has agreed to deliver to
         Mathis at the same time the Mathis Shares are issued, an additional
         amount of shares of freely-tradable, unrestricted common stock of the
         Company equal to 10,000 shares for each calendar month after May 2003
         that the Mathis Shares have not been delivered to Mathis (with Mathis'
         entitlement vesting on the first calendar day of each month commencing
         on June 1, 2003). For example, in the event the Mathis Shares are not
         delivered until September 15, 2003, the Company is required to deliver
         to Mathis an additional 40,000 shares of the Company's common stock,
         which will have vested 10,000 shares each on June 1, July 1, August 1,
         and September 1, 2003, respectively. The Company has agreed to not make
         any extraordinary payments that are also outside the ordinary course of
         business to creditors, stockholders or employees. The settlement
         amounts are additionally secured by a lien on the Company's President's
         East Hampton residence.

         Other pending litigation
         On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter
         based in Johannesburg, South Africa ("Golden Gloves"), commenced a
         legal action in the Supreme Court of the State of New York, County of
         New York against CKP and the Company's President. Golden Gloves alleged
         that CKP breached an agreement to share certain profits related to
         certain boxers. This matter has been settled in accordance with a
         written agreement dated February 20, 2003 between the parties. The
         details of the agreement are confidential, but they basically involved
         an extended payout over two years. In the event of a default of this
         agreement, the Company will be responsible for the full amount of any
         unpaid balance, interest and legal fees. All amounts have been accrued
         for as of September 30, 2003.

         In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment
         against the Company's President by Zomba Recording Corporation
         ("Zomba") related to amounts owed Zomba under an Amended and Restated
         Promissory Note dated August 2, 2001 in the amount of $762,876.
         Further, in August, 2002, the Company's President executed a Mortgage
         Security Agreement granting a security interest in an apartment
         property owned by the Company's President to Zomba. As of September 30,
         2003, the unpaid balance owed to Zomba by CKP was approximately
         $267,000.

         On August 23, 2002, the Company and a boxer agreed to settle a disputed
         matter related to the sharing of certain profits between the boxer and
         the Company. The Company had agreed to pay the boxer approximately
         $610,000, excluding amounts previously paid, plus interest by April 30,
         2003. On June 2, 2003, the Company defaulted on the agreed upon
         settlement terms, and a judgment was entered in favor of the boxer in
         the approximate amount of $610,000, less any principal paid by the
         Company. There could be a material, adverse effect on our revenues,
         profits, results of operations, financial condition and future
         prospects if the Company is unsuccessful in securing financing to
         resolve this default. On July 16, 2003, a restraining order was placed
         in favor of the boxer against the Company that prohibited the sale,
         transfer, assignment, or interference of the Company's property at a
         certain financial institution until the judgment is satisfied or
         vacated. As of September 30, 2003, the Company had accrued
         approximately $560,000 on its books as the remaining liability to the
         boxer.

                                       36
<PAGE>
         On May 29, 2003, National Sports Partners, a New York general
         partnership ("NSP") and owner of Fox Sports Net broadcast service
         ("FOX"), commenced legal action in the Supreme Court of the State of
         California, County of Los Angeles, against the Company. NSP alleged
         that Company breached an agreement to pay for advertising time pursuant
         to an agreement, failed to pay for certain production fees and costs
         for producing and airing boxing events on Fox, and is suing the Company
         for approximately $239,200, plus interest, costs and attorneys' fees.
         As of September 30, 2003, the Company had accrued approximately
         $239,000 as a potential liability to NSP.

         In the normal course of business, the Company is involved in legal
         disputes concerning contractual rights and breaches of contract related
         to its boxers and the promotion of boxing events, certain service
         providers, and other issues. At September 30, 2003, the Company had
         accrued an aggregate of approximately $265,000, representing its
         estimated exposure from these legal disputes. There can be no assurance
         that any future legal proceedings will not have a material adverse
         affect on the Company.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the
beneficial ownership of the Company's capital stock immediately after the CKB
Merger, by:

     o    each person known to beneficially own more than five percent of any
          class of the Company's voting stock;

     o    each director and executive officer of the Company; and

     o    all directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                                Amount and
                                                                  Nature                 Beneficial
                                                                Beneficial               Ownership
 Name and Address of Beneficial Owner, as of January 6, 2004    Ownership                Percentage (1)   Voting Rights
------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                        <C>                  <C>
 Cedric Kushner...............................                   17,342,715  (2)(6)          49.4%                62.1%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 1402
     New York, New York 10019
 James DiLorenzo......................                            3,616,540  (3)(6)          10.3%                12.0%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 1402
     New York, New York 10019

                                                           -----------------      --------------------------------------
 All Directors and officers as a Group                           20,959,254  (4)             59.7%                74.1%
                                                           -----------------      --------------------------------------

 Other Shareholders
 Elliot Davis....................................                2,766,666  (5)              7.9%                 5.1%
     c/o CSI
     7250 West Palmetto Park Road, Suite 106
     Boca Raton, Florida 33433-3439
</TABLE>

                                       37
<PAGE>
Except as otherwise noted, the Company believes that the persons listed below
have sole investment and voting power with respect to the capital stock owned by
them.


     (1)  For purposes of this table, "beneficial ownership" is determined in
          accordance with the Instructions to Item 403 of Regulation S-B under
          the Securities Act of 1933, as amended (the "Securities Act"),
          pursuant to which a person or group of persons is deemed to have
          "beneficial ownership" of any shares of Common Stock that such person
          has the right to acquire within 60 days. For purposes of computing the
          percentage of outstanding shares of Common Stock held by each person
          or group of persons named above, any shares which such person or
          persons have the right to acquire within 60 days are deemed to be
          outstanding and beneficially owned by such person or persons but are
          not deemed to be outstanding for the purpose of computing the
          percentage ownership of any other person. Due to this method of
          computation and the fact that the number of shares of Common Stock
          issuable upon the exercise of outstanding options, warrants and
          preferred stock is large relative to the number of shares of Common
          Stock currently outstanding, the sum of these percentages exceeds
          100%.

     (2)  Consists of 13,493 shares of Common Stock and 339,789 shares of Series
          B Preferred Stock that are convertible into 16,989,433 shares of
          Common Stock.

     (3)  Consists of 59,963 shares of Series B Preferred Stock that are
          convertible into 2,998,136 shares of Common Stock and 2,792 shares of
          Series C Preferred Stock that are convertible into 279,221 shares of
          Common Stock (Mr. DiLorenzo owns an additional 2,792.21 shares of
          Series C Preferred Stock, but these may not be converted into Common
          Stock prior to April 29, 2005).

     (4)  As described in Notes 2 through 4, above, consists of an aggregate of
          48,493 shares of Common Stock, vested options that are convertible
          into 283,334 shares of Common Stock, 399,752 shares of Series B
          Preferred Stock that are convertible into 19,987,569 shares of Common
          Stock, and 2,792 shares of Series C Preferred Stock that are
          convertible into 279,221 shares of Common Stock.

     (5)  Consists of 175,000 shares of Common Stock, warrants to purchase an
          aggregate of 1,375,000 shares of Common Stock and 117,500 shares of
          Series A Preferred Stock that are convertible into 1,175,000 shares of
          Common Stock.

     (6)  Consists of 400,000 shares of Series D Preferred which does contain
          any conversion rights, but has the voting equivalent of 50 shares of
          Common Stock per share of Series D.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the executive officers and directors
of the Company and persons who own more than 10% of a registered class of the
Company's equity securities to file certain reports of beneficial ownership and
changes in such ownership. Executive officers, directors and 10% beneficial
owners are required by Commission regulations to furnish the Company with copies
of all Section 16(a) reports that they file.

Based upon a review of the Company's records, the Company is not aware of any
director, officer or beneficial owner of more than ten percent of the Company's
Common Stock that, during fiscal year 2003, failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act. Compensation of Directors
and Executive Officers

                                       38
<PAGE>
Summary Compensation Table

The following table sets forth, for the fiscal years ended January 31, 2002,
2001 and 2000, the compensation provided by the Company to all individuals
serving as our executive officers during the last completed fiscal year. The
following table also sets forth the compensation provided by the Company's
wholly-owned subsidiary, CKB, to all individuals serving as CKB's executive
officers during the last completed fiscal year.
<TABLE>
<CAPTION>

                                           Annual Compensation                       Long-Term Compensation
                                                                                 Awards                  Payouts
                                                             Other      Restricted   Securities
                                                             Annual     Stock        Underlying   LTIP       All Other
Name     And     Principal                                Compensation  Award(s)    Options/SARs  Payouts   Compensation
Position                    Year    Salary        Bonus       ($)         ($)(1)        (#)         ($)         ($)
--------------------------- ------- ------------- ------- ------------- ----------- ------------- --------- -------------

<S>                         <C>     <C>             <C>           <C>          <C>          <C>        <C>         <C>
Cedric Kushner...........   2002    $  64,000        ---           ---         ---           ---       ---          ---
  Chairman of the Board     2001    $ 165,000        ---           ---         ---           ---       ---          ---
  and
  President                 2000    $ 165,000        ---           ---         ---           ---       ---          ---

Jim DiLorenzo............   2002    $ 104,000        ---           ---         ---           ---       ---          ---
  Secretary, Treasurer      2001    $ 150,000        ---           ---         ---           ---       ---          ---
  and
  Executive Vice            2000    $ 150,000        ---           ---         ---           ---       ---          ---
  President


Steven Angel..............  2002    $ 84,000         ---           ---         ---           ---       ---          ---
  Secretary and             2001    $ 84,000         ---           ---       $ 46,500       283,334 (3)---          ---
  Executive Vice            2000    $ 45,500         ---           ---         $5,250        ---       ---          ---
  President
</TABLE>
(1) Representing value of shares of restricted stock, at date of grant.

(2) Consists of a warrant to purchase 133,334 shares of Common Stock at an
exercise price of $.45 per share granted on May 1, 2001, 112,500 options to
purchase Common Stock granted during the period from February 2001 through
January 2002 and options to purchase a total of 37,500 shares of Common Stock
granted on June 13, 2002. The options have exercise prices ranging from $0.23 to
$1.44.

Compensation of Directors

The Company's directors are reimbursed for any out-of-pocket expenses incurred
by them for attendance at meetings of the Board of Directors or committees
thereof.

                                       39
<PAGE>
Stock Option Grants and Exercises

No options were granted or exercised during our last fiscal year.

                                       40
<PAGE>
Long-Term Incentive Plans - Awards In Last Fiscal Year

Neither the Company nor any of its subsidiaries maintains any long-term
incentive plans, as defined in Item 402(a)(6)(iii) of Regulation S-B under the
Securities Act.


Employment Agreements

On May 1, 2002, Steven Angel, a former member of our Board of Directors, entered
into a three-month agreement to provide us with consulting services in
connection with business development, management transition and other matters.
The agreement provides that Mr. Angel shall receive a monthly fee of $7,000. The
Company and Mr. Angel have agreed to extend Mr. Angel's consulting agreement
through January 31, 2004.


  PROPOSAL 2: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO DELETE
     ANY REFERENCE TO THE COMAPNY'S BUSINESS PURPOSE AS RELATING TO GOLFING
                              EQUIPMENT OR APPAREL

On May 2, 2002 your Board of Directors approved an amendment to the Company's
Certificate of Incorporation to delete any reference to the Company's business
purpose relating to golfing equipment or apparel. The complete text of the
proposed amendment is set forth in Section 2 of Appendix B to this proxy
statement.

Reasons for the Proposed Revision of Our Certificate of Incorporation

Our Certificate of Incorporation was first amended and restated in 1998. At that
time the Company's business model was focused on the golf equipment and apparel
sector. As noted above under Proposal 2, we have redefined our business model to
one focused on the promotion of sports and entertainment events. However, the
Company's Certificate of Incorporation still states that our business purpose
may include "the design, marketing and manufacture of golf equipment, apparel
and accessories." This language is no longer relevant to the Company's
operations, and could cause confusion about our business. Accordingly, the Board
of Directors believes it to be in the best interest of the Company and its
shareholders to delete this language from the Certificate of Incorporation.

Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible preferred stock (voting on an as-converted basis together with the
Common Stock) that are entitled to vote and are represented in person or by
properly executed proxy at the Annual Meeting, is required to approve the
amendment to our Certificate of Incorporation as described above. Under
applicable Delaware law, in determining whether this amendment has received the
requisite number of affirmative votes, abstentions and broker non-votes will be
counted and will have the same effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT
OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO DELETE ANY REFERENCE TO THE
COMAPNY'S BUSINESS PURPOSE AS RELATING TO GOLFING EQUIPMENT OR APPAREL

                                       41
<PAGE>
     PROPOSAL 3: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
  RECLASSIFY THE COMPANY'S CLASS A AND CLASS B COMMON STOCK AS A SINGLE CLASS
                                OF COMMON STOCK

On May 2, 2002 your Board of Directors approved the restatement of the Company's
Certificate of Incorporation to reclassify our Class A Common Stock and Class B
Common Stock as a single class of Common Stock. The complete text of the
proposed amendment is set forth in Section 4 of Appendix B to this proxy
statement.

Reasons for the Proposed Reclassification of our Common Stock

The Company currently has authorized 15,000,000 shares of Class A Common Stock
and 5,000,000 shares of Class B Common Stock. No shares of Class B Common Stock
have been issued. Class B Common Stock is identical in all respects to Class A
Common Stock except for the fact that any outstanding shares of Class B Common
Stock would automatically convert to Class A Common Stock on the tenth
consecutive trading day that the closing price of Class B Common Stock on the
principal exchange or market on which it is traded exceeds $8.00 per share.
Because Class A Common Stock and Class B Common Stock have identical rights and
preferences, the Board of Directors feels that no purpose is served by
maintaining these separate classes. Moreover, the Board of Directors believes
that the maintenance of these separate classes creates confusion as shareholders
and others are likely to assume that the two classes have different rights and
preferences. We originally created the Class B Common Stock at the request of
our underwriter during our initial public offering as a way to lock up the
insiders because the Class B Common Stock was not listed for trading.

In light of the factors discussed above, the Board of Directors determined that
it would be in the best interest of the Company and its shareholders to amend
the Company's Certificate of Incorporation to reclassify all issued and unissued
shares of Class A Common Stock, par value $.01 per share, and Class B Common
Stock, par value $.01 per share, as issued and unissued shares, as applicable,
of a single class of Common Stock, par value $.01 per share. As a result of this
amendment, the Company would have 20,000,000 authorized shares of a single class
of Common Stock. To reflect this fact, the Company's Certificate of
Incorporation would also be amended in a number of ways, including to:

o replace all references to Class A Common Stock or Class B Common Stock in
Sections (a)(2), (a)(3), (a)(4) and (a)(5) of Article Fourth of the Company's
Certificate of Incorporation with references to Common Stock; and

o delete Sections (a)(1), (a)(4), (a)(6), (a)(7) and (a)(8) of Article Fourth,
which address the issuance of different classes of Common Stock, the relative
rights and preferences of these classes and the conversion and retirement of
shares of Class B Common Stock.

Implementation of the Reclassification of our Common Stock

Assuming the reclassification of our Common Stock described in this Proposal 4
is approved by our shareholders, each certificate representing shares of our
Class A Common Stock and Class B Common Stock would, as of the effective date of
the proposed amendment, be deemed, for all corporate purposes, to evidence
ownership of the number of shares of a single class of Common Stock represented
by that certificate, except that holders of unexchanged shares would not be
entitled to receive any dividends or other distributions payable by the Company
after the effective date until they surrender their old stock certificates for
exchange.

Our transfer agent, Continental Stock Transfer & Trust Company, would act as the
exchange agent for purposes of implementing the exchange of stock certificates.
As soon as practicable after the effective date, shareholders would be notified
of the effectiveness of the reclassification. Class A and Class B Common
shareholders of record would receive a letter of transmittal requesting them to
surrender their stock certificates evidencing Class A and Class B Common Stock
for stock certificates evidencing a like number of shares of a single class of
Common Stock. Persons who hold their shares in brokerage accounts or "street
name" would not be required to take any further actions to effect the exchange
of their certificates. No new certificates would be issued to a shareholder
until the shareholder has surrendered the shareholder's outstanding
certificate(s) together with the properly completed and executed letter of
transmittal, to the transfer agent. Until surrender, each certificate
representing shares before the reclassification of our Common Stock would
continue to be valid and would represent the number of shares of Common Stock
stated on the certificate.
                                       42
<PAGE>
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY
CERTIFICATES TO THE COMPANY OR THE EXCHANGE AGENT UNTIL THEY RECEIVE THE LETTER
OF TRANSMITTAL REFERRED TO ABOVE.

No Appraisal Rights

No appraisal rights are available under the Delaware General Corporation Law or
under our certificate of incorporation or bylaws to any shareholder who dissents
from this proposal. There may exist other rights or actions under state law for
shareholders who are aggrieved by stock reclassifications generally.

Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible preferred stock (voting on an as-converted basis together with the
Common Stock) that are entitled to vote and are represented in person or by
properly executed proxy at the Annual Meeting, is required to approve the
amendment to our Certificate of Incorporation as described above. Under
applicable Delaware law, in determining whether this amendment has received the
requisite number of affirmative votes, abstentions and broker non-votes will be
counted and will have the same effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT
OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO RECLASSIFY THE COMPANY'S CLASS
A AND CLASS B COMMON STOCK AS A SINGLE CLASS OF COMMON STOCK.


     PROPOSAL 4: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
      INCREASE THE COMPANY'S AUTHORIZED COMMON STOCK TO 100,000,000 SHARES

On May 2, 2002 your Board of Directors approved an amendment to the Company's
Certificate of Incorporation to increase our authorized Common Stock from its
current level of 20,000,000 shares to an aggregate of 100,000,000 shares. The
complete text of the proposed amendment is set forth in Section 4(a) of Appendix
B to this proxy statement.

Reasons for the Proposed Increase

The Company currently has authorized Common Stock (of all classes) of 20,000,000
shares. As of January 6, 2004, a total of approximately 10,800,000 shares of
Common Stock were outstanding and the Company had the following obligations to
issue Common Stock:

     o    approximately 7,300,000 shares in connection with the potential
          exercise of outstanding stock options and warrants;

     o    1,175,000 shares in connection with the potential conversion of
          outstanding Series A Preferred Stock;

     o    approximately 22,800,000 shares in connection with the potential
          conversion of outstanding Series B and C Preferred Stock issued to
          Cedric Kushner, our President, James DiLorenzo, our Executive Vice
          President, Treasurer and Secretary, and Livingston (note, however,
          that the holders of the outstanding shares of this preferred stock
          have agreed to refrain from converting this stock until the Company
          has increased its authorized Common Stock in an amount sufficient to
          accommodate to accommodate all of its existing commitments to issue
          Common Stock);

     o    approximately 8,400,000 connection with various stock based
          compensation agreements including debt financing convertible to common
          stock and stock in lieu of interest on debt financing; and

     o    In addition, the Company wishes to reserve 1,000,000 shares of Common
          Stock in connection with its 2002 Stock Option Plan (See Proposal 8
          below).

                                       43
<PAGE>
The Company will need a total of approximately 51.5 million shares of Common
Stock in order to be able to honor these various obligations.

In addition to the obligations to issue Common Stock described above, the Board
of Directors believes that it is in the best interests of the Company and its
shareholders for the Company to have a reasonable reserve of authorized but
unissued shares of Common Stock in order to allow for future stock issuances.
The Board of Directors proposes to create a reserve of approximately 50 million
shares through the increase in our authorized Common Stock to 100 million
shares.

The additional shares of Common Stock described above will enhance our
flexibility in connection with possible future actions, such as stock splits,
stock dividends, acquisitions of property and securities of other companies,
financings, and other corporate purposes. In particular, the Company intends to
seek additional equity financing of up to $5,000,000 in 2004 through the
issuance of additional shares of Common Stock, preferred stock and/or
convertible promissory notes. The Board of Directors will determine whether,
when and on what terms the issuance of shares of Common Stock may be warranted
in connection with any of the foregoing purposes. The Board of Directors
believes that it is beneficial to the Company to have the additional shares
available for such purposes without delay or the necessity of a special meeting
of shareholders. Other than the obligations and planned fundraising referred to
above, the Company has no immediate plans, arrangements, commitments or
understandings with respect to the issuance of any additional shares of Common
Stock.

If this Proposal 5 is approved, all or a portion of the newly authorized shares
of Common Stock may be issued without any further shareholder actions and
without first offering these shares to the Company's existing shareholders for
purchase. Any issuance of these shares, other than on a pro-rata basis to all
shareholders, would reduce each shareholder's percentage interest in the
Company.

The Board of Directors is not proposing the increase in the authorized shares of
our Common Stock with the intention of using the shares for anti-takeover
purposes. It is possible, however, that the additional shares could be used in
the future to discourage an attempt to acquire or take control of the Company.

If this Proposal 5 is not approved then the Company would have to refund
approximately $2.5 million to convertible note holders.

Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible preferred stock (voting on an as-converted basis together with the
Common Stock) that are entitled to vote and are represented in person or by
properly executed proxy at the Annual Meeting, is required to approve the
amendment to our Certificate of Incorporation as described above. Under
applicable Delaware law, in determining whether this amendment has received the
requisite number of affirmative votes, abstentions and broker non-votes will be
counted and will have the same effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT
OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY'S
AUTHORIZED SHARES OF COMMON STOCK TO 100,000,000 SHARES

Company Stock Option Plans

We currently maintain two stock option plans, the 1996 Incentive and
Non-Qualified Stock Option Plan and the 1998 Incentive and Non-Qualified Stock
Option Plan. As discussed below in Proposal 8, we are currently seeking to adopt
an additional stock option plan, the 2002 Stock Option Plan.

Description of the 1996 Incentive and Non-Qualified Stock Option Plan

The 1996 Incentive and Non-Qualified Stock Option Plan (the "1996 Plan") was
designed to provide additional incentive to present and future officers and
other employees of the Company and to certain other individuals providing
services to or acting as directors of the Company or any subsidiary by providing
them with the opportunity to acquire or increase their proprietary interest in
the Company through the acquisition of shares of our Common Stock. The 1996 Plan
provides for the issuance of incentive stock options within the meaning of
Section 422 of the Code ("Incentive Options") and non-qualified stock options
("Nonqualified Options" and together with the Incentive Options, the "Options").

The 1996 Plan is administered by the Board of Directors of the Company (the
"Board") and provides that the total amount of Common Stock with respect to
which Options may be granted shall not exceed 1,100,000 shares. If the Company
effects a subdivision or consolidation of shares or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of the number of
shares of outstanding Common Stock, without receiving compensation therefor in
money, services or property, the class and aggregate number of shares that may
be subject to Options granted under the 1996 Plan shall be subject to adjustment
or substitution as provided therein.
                                       44
<PAGE>
The Board has the discretion to determine the persons to whom Options are
granted (although Incentive Options may only be granted to officers and
employees), the number of shares to be covered by each Option and the option
price. Although Nonqualified Options may be issued at any option price
determined by the Board, the option price for Incentive Options will be no less
than the fair market value of the Common Stock on the date an Incentive Option
is granted (or 110% of the fair market value in the case of persons holding 10%
or more of the combined voting power of all classes of stock of the Company). In
addition, the aggregate fair market value (as of the date of grant) of all
shares of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any optionee during a given calendar year
cannot exceed $100,000 for such calendar year. Options become exercisable as
provided by the Board and shall become null and void upon the occurrence of
certain conditions as determined by the Board, including the expiration of no
more than 10 years after the date of the grant (or five (5) years in the case of
Incentive Options granted to persons holding 10% or more of the combined voting
power of all classes of stock of the Company).

Options may be exercised upon delivery by the optionee of written notice of
exercise and tender of full payment in (a) cash, certified check, bank draft or
postal or express money order payable to the Company, or (b) with the Board's
consent, other shares of Common Stock of the Company having a fair market value
equal to the Option price of such shares, or (c) with the Board's consent, a
combination of (a) and (b).

In the event of a merger, consolidation or sale of the Company (for purposes of
this paragraph, the "Transaction") that does not result in a change of control
(as more specifically defined in the 1996 Plan), each optionee shall be entitled
to receive in lieu of the shares of Common Stock as to which the Option was
exercisable immediately prior to the Transaction (for purposes of this
paragraph, the "Shares"), the number and class of shares of stock or other
securities, cash or property to which the optionee would have been entitled
pursuant to the terms of the Transaction if immediately prior to the
Transaction, the optionee had been the holder of record of the Shares. In the
event that the shareholders of the Company do not retain at least 50% of the
voting power of the Company upon the consummation of the Transaction, (i) the
optionee shall be entitled to the same rights as in a Transaction that does not
result in a change of control, or (ii) the Options may become fully vested and
exercisable in full prior to the effective date of the Transaction upon
reasonable notice of the acceleration that to the extent not so exercised, the
Options will be cancelled immediately prior to the effective date.

The Board has the discretion to determine the termination date of the Options
and therefore, may provide that a Non-Qualified Option shall terminate prior to
its expiration date. Incentive Options generally terminate on the earlier to
occur of: (i) the expiration date of the Option, (ii) immediately upon the
termination of the optionee's employment relationship with the Company "for
cause" (as defined in the 1996 Plan), or (iii) thirty days following the
termination of the optionee's employment relationship with the Company "without
cause" (as defined in the 1996 Plan). If the optionee dies while in the employ
of the Company and prior to the expiration of such optionee's Incentive Option,
the Incentive Option shall terminate on the earlier to occur of (i) the
expiration date of the Option, or (ii) 180 days following the date of such
death. If the optionee shall retire in good standing from the Company or as a
result of disability, the Incentive Option shall terminate upon the earlier to
occur of (i) the expiration date of the Option, or (ii) 90 days after the date
of such retirement or disability.

Options generally may not be assigned, pledged, hypothecated or otherwise
transferred by the optionee other than by will or the laws of descent and
distribution. The 1996 Plan further provides that during an Optionee's lifetime,
Options shall be exercisable only by the Optionee. The 1996 Plan became
effective on September 4, 1996 and Options may not be granted under the 1996
Plan after September 4, 2006. The 1996 Plan provides that it will terminate (i)
when the total amount of the Common Stock with respect to which Options may be
granted shall have been issued upon the exercise of Options or (ii) by action of
the Board as provided therein.

Description of the 1998 Incentive and Non-Qualified Stock Option Plan

The 1998 Incentive and Non-Qualified Stock Option Plan (the "1998 Plan") was
designed to provide additional incentive to present and future officers and
other employees of the Company and to certain other individuals providing
services to or acting as directors of the Company or any subsidiary by providing
them with the opportunity to acquire or increase their proprietary interest in
the Company through the acquisition of shares of our Common Stock. The 1998 Plan
provides for the issuance of Incentive Options and Nonqualified Options.

                                       45
<PAGE>
The 1998 Plan is administered by either the full Board of Directors (the
"Board") or if appointed by the Board, a committee consisting of at least two
Disinterested Directors (as defined therein) (in either case, the "Plan
Administrator"). The Plan Administrator has the discretion to determine the
persons to whom Options are granted (although Incentive Options may only be
granted to officers and employees), the number of shares to be covered by each
Option and the option price. The 1998 Plan provides that the total amount of
Common Stock with respect to which Options may be granted shall not exceed
800,000 shares. If the Company effects a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of the outstanding Common Stock,
without receiving compensation therefor in money, services or property, the
class and aggregate number of shares that may be subject to Options granted
under the 1998 Plan shall be subject to adjustment or substitution as provided
therein.

Although Nonqualified Options may be issued at any option price determined by
the Plan Administrator, the option price for Incentive Options will be no less
than the fair market value of the Common Stock on the date an Option is granted
(or 110% of fair market value in the case of persons holding 10% or more of the
combined voting power of all classes of stock of the Company). In addition, the
aggregate fair market value (as of the date of grant) of all shares of stock
issuable to an optionee pursuant to Incentive Options which become exercisable
in a given calendar year cannot exceed $100,000 for such calendar year. Options
become exercisable as provided by the Plan Administrator and shall become null
and void upon the occurrence of certain conditions as determined by the Plan
Administrator, including the expiration of no more than 10 years after the date
of the grant (or five (5) years in the case of Incentive Options granted to
persons holding 10% or more of the combined voting power of all classes of stock
of the Company).

Options may be exercised upon delivery by the optionee of written notice of
exercise and tender of full payment in cash or "mature" common stock, or, with
the Plan Administrator's consent, in other property or through a broker-assisted
cashless exercise mechanism or by such other method as the Plan Administrator
may determine.

In the event of a merger, consolidation or sale of the Company (for purposes of
this paragraph, the "Transaction") that does not result in a change of control,
each optionee shall be entitled to receive in lieu of the shares of Common Stock
as to which the Option was exercisable immediately prior to the Transaction (for
purposes of this paragraph, the "Shares"), the number and class of shares of
stock or other securities, cash or property to which the optionee would have
been entitled pursuant to the terms of the Transaction if immediately prior to
the Transaction, the optionee had been the holder of record of the Shares. In
the event that the shareholders of the Company do not retain at least 50% of the
voting power of the Company upon the consummation of the Transaction, either (i)
the optionee shall be entitled to the same rights as in a Transaction that does
not result in a change of control, (ii) the Options may become fully vested and
exercisable in full from and after a date prior to the effective date of such
Transaction, or (iii) the Company may cancel outstanding Options upon reasonable
notice to the optionees.

The Board has the discretion to determine the termination date of the Options
and therefore, may provide that a Non-Qualified Option shall terminate prior to
its expiration date. Incentive Options generally terminate on the earlier to
occur of: (i) the expiration date of the Option, (ii) immediately upon the
termination of the optionee's employment relationship with the Company "for
cause" (as defined in the 1998 Plan), or (iii) thirty days following the
termination of the optionee's employment relationship with the Company "without
cause" (as defined in the 1998 Plan). If the optionee dies while in the employ
of the Company and prior to the expiration of such optionee's Incentive Option,
the Incentive Option shall terminate on the earlier to occur of (i) the
expiration date of the Option, or (ii) 180 days following the date of such
death. If the optionee shall retire in good standing from the Company or as a
result of disability, the Incentive Stock Option shall terminate upon the
earlier to occur of (i) the expiration date of the Option, or (ii) 90 days after
the date of such retirement or disability.

Options generally may not be transferred other than by will or the laws of
descent and distribution. The 1998 Plan further provides that during an
optionee's lifetime, Options shall be exercisable only by the optionee. The
delivery of Common Stock pursuant to the exercise of an Option granted under the
1998 Plan is subject to the satisfaction by the optionee of all applicable tax
withholding requirements by remitting cash to the Company or by other means
approved by the Plan Administrator.

The 1998 Plan became effective on June 25, 1998 and Options may not be granted
under the 1998 Plan after June 25, 2008. The 1998 Plan provides that it will
terminate (i) when the total amount of the Common Stock with respect to which
Options may be granted shall have been issued upon the exercise of Options or
(ii) by action of the Board as provided therein. The 1998 Plan also provides
that it may be amended or terminated at any time by the Plan Administrator,
provided that no such amendment or termination shall be made without shareholder
approval if such approval is necessary to comply with any tax or regulatory
requirement applicable to the 1998 Plan.

                                       46
<PAGE>
The following table sets forth information concerning the issued options,
weighted average exercise prices and remaining shares available under, the 1996
Plan and the 1998 Plan.
<TABLE>
<CAPTION>



                                    Number of securities to    Weighted-average exercise      Number of securities
                                    be issued upon exercise       price of outstanding      remaining available for
                                     of outstanding options       options warrants and       future issuance under
                                      warrants and rights                rights                stock option plans
                                              (a)                        (b)                 (excluding securities
                                                                                            reflected in column (a)
                                                                                                      (c)

<S>                                         <C>                         <C>                         <C>
Stock option plans approved by              159,666                     $0.8568                     620,000
our shareholders....................
Stock option plans not approved               N/A                         N/A                         N/A
by our shareholders.................
</TABLE>



                                       47
<PAGE>
 PROPOSAL 5: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS
  TO REPLACE THE COMPANY'S CLASSIFIED BOARD OF DIRECTORS WITH A NON-CLASSIFIED
                               BOARD OF DIRECTORS

On May 2, 2002 your Board of Directors approved amendments to the Company's
Certificate of Incorporation and By-Laws to replace the Company's classified
Board of Directors with a non-classified Board of Directors. The complete texts
of the proposed amendments are set forth in Section 6 of Appendix B to this
proxy statement (with respect to the proposed amendment to the Certificate of
Incorporation) and Section 2 of Appendix C to this proxy statement (with respect
to the proposed amendment to the By-Laws).

Current Board Structure and Proposed Declassification

Our Certificate of Incorporation and By-Laws currently provide that the Board of
Directors is divided into three classes, with the number of Directors in each
class being as nearly equal as possible. Each Director currently serves a
three-year term and Directors for one of the three classes are elected each
year. If this Proposal 6 is approved by our shareholders, the shareholders will
elect the entire membership of our Board of Directors at the Annual Meeting, to
hold office until our 2003 annual meeting of shareholders and, thereafter, the
entire Board of Directors will be elected at each annual meeting for a term of
one year.

Reasons for the Proposed Declassification of the Board of Directors

Because it imposes a three-year cycle for Director turnover, a classified board
impedes a company's ability to overhaul its management as and when it deems
appropriate. This type of structure, with its inherent complexity, is, in the
opinion of the Board of Directors, neither necessary nor advisable for the
efficient administration of a small-capitalization corporation such as the
Company. Moreover, the existence of a classified board limits the ability of
shareholders to exercise influence over a company by changing its Directors, and
may discourage proxy contests in which shareholders have an opportunity to vote
for a competing slate of nominees. The election of directors is the primary
avenue for shareholders to influence corporate governance policies and to hold
management accountable for the implementation of those policies.

In considering the arguments made above, shareholders should recall that Cedric
Kushner, our President, and James DiLorenzo, our Executive Vice President,
Treasurer and Secretary, are currently members of the Board of Directors and are
also nominees for re-election to the Board of Directors at the Annual Meeting
(See Proposal 1 above). Messrs. Kushner and DiLorenzo are the two largest
beneficial owners of our Common Stock, and, together, hold almost 70% of the
aggregate voting power of all of our outstanding voting securities having the
right to vote on the election of directors. Accordingly, the amendments proposed
in this Proposal 6 will not provide our minority shareholders with the
opportunity to replace Messrs. Kushner and DiLorenzo as Directors or executive
officers of the Company. Moreover, the voting power of Messrs. Kushner and
DiLorenzo will allow them to determine whether or not other Directors are
replaced.

Shareholders should also note that our Certificate of Incorporation and By-Laws
currently provide that the Company's Directors may only be removed for "cause, "
and with the vote of at least two-thirds of the outstanding shares of Common
Stock and convertible preferred stock (voting on an as-converted basis together
with the Common Stock). Under Delaware law, the term "cause" is extremely
limited, applying to behavior constituting gross negligence or intentional
misconduct. We are not proposing to amend these provisions, which will remain in
effect. Accordingly, the amendments proposed in this Proposal 6 will not provide
our minority shareholders with the opportunity to replace Directors of the
Company unless they have engaged in conduct justifying their removal for "cause"
as defined above.

Vote Required

The affirmative vote of a supermajority of seventy-five percent (75%) of the
outstanding shares of Common Stock and convertible preferred stock (voting on an
as-converted basis together with the Common Stock) that are entitled to vote and
are represented in person or by properly executed proxy at the Annual Meeting,
is required to approve the amendments to our Certificate of Incorporation and
By-Laws as described above. Under applicable Delaware law, in determining
whether these amendments have received the requisite number of affirmative
votes, abstentions and broker non-votes will be counted and will have the same
effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
AMENDMENTS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS TO REPLACE
THE COMPANY'S CLASSIFIED BOARD OF DIRECTORS WITH AN UNCLASSIFIED BOARD OF
DIRECTORS
                                       48
<PAGE>
 PROPOSAL 6: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS
 TO PERMIT THE COMPANY'S SHAREHOLDERS TO TAKE ACTION BY WRITTEN CONSENT IN LIEU
                                  OF A MEETING

On May 2, 2002 your Board of Directors approved an amendment to the Company's
Certificate of Incorporation and By-Laws to permit the Company's shareholders to
take action by written consent in lieu of a meeting. The complete texts of the
proposed amendments are set forth in Section 5 of Appendix B to this proxy
statement (with respect to the proposed amendment to the Certificate of
Incorporation) and Section 1 of Appendix C to this proxy statement (with respect
to the proposed amendment to the By-Laws).

          Reasons for Permitting Shareholder Action by Written Consent

Delaware law provides that, unless a corporation's certificate of incorporation
provides otherwise, any action which could be taken at a meeting of shareholders
can be taken without a meeting (and without prior notice or a formal vote), if
written consent for that action is obtained from the holders of shares having
sufficient voting power to approve the action. However, the Company's
Certificate of Incorporation and By-Laws currently prohibit shareholder action
by written consent. The Board of Directors believes that it is beneficial to the
Company to have the ability to take action requiring the approval of the
shareholders efficiently and without the delay and expense involved in calling a
meeting of shareholders. Accordingly, the Board of Directors has determined that
it is in the best interest of the Company and its shareholders if the
prohibitions on action by written consent are removed from the Certificate of
Incorporation and By-Laws.

In considering the arguments made above, shareholders should recall that Cedric
Kushner, our President, and James DiLorenzo, our Executive Vice President,
Treasurer and Secretary, are the two largest beneficial owners of our Common
Stock, and, taken and, together, hold almost 70% of the aggregate voting power
of all our outstanding voting securities. Accordingly, the amendments proposed
in this Proposal 7 would allow Messrs. Kushner and DiLorenzo to render
shareholder approval for an action by executing a written consent executed by
them without holding a meeting and allowing dissenting shareholders to express
their opinions regarding the proposed actions. However, the Exchange Act
requires that, following any such action, the Company send each shareholder an
information statement describing the action and explaining the reasons why such
action was taken, as well as its consequences.

Vote Required

The affirmative vote of a supermajority of seventy-five percent (75%) of the
outstanding shares of Common Stock and convertible preferred stock (voting on an
as-converted basis together with the Common Stock) that are entitled to vote and
are represented in person or by properly executed proxy at the Annual Meeting,
is required to approve the amendment to our Certificate of Incorporation and
By-Laws as described above. Under applicable Delaware law, in determining
whether these amendments have received the requisite number of affirmative
votes, abstentions and broker non-votes will be counted and will have the same
effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
AMENDMENTS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS TO PERMIT
THE COMPANY'S SHAREHOLDERS TO TAKE ACTION BY WRITTEN CONSENT IN LIEU OF A
MEETING

                                       49
<PAGE>
          PROPOSAL 7: ADOPTION OF THE COMPANY'S 2002 STOCK OPTION PLAN

On May 2, 2002 your Board of Directors approved the adoption of the Company's
2002 Stock Option Plan (the "2002 Plan"), subject to approval of our
shareholders. The principal provisions of the 2002 Plan are summarized below.
This summary is not complete and is qualified in its entirely by the terms and
provisions of the 2002 Plan. The complete text of the 2002 Plan is set forth in
Appendix D to this proxy statement.

Reasons for Adopting the 2002 Plan

The purpose of the 2002 Plan is to create an employment incentive by providing
an opportunity to selected officers, directors, employees and consultants who
are important to the success and growth of the business of the Company to own
shares of Common Stock. 1,000,000 Common Stock are to be reserved for issuance
under the 2002 Plan. The 2002 Plan provides that options may be granted to
officers, directors, key employees and consultants of the Company and its
subsidiaries, regardless of whether such persons otherwise hold or have held
options or similar awards under the 2002 Plan or any other plan. It is
anticipated that options will be granted primarily to management and supervisory
level employees, including executive officers.

Approval of the 2002 Plan is required in order to (a) allow for the
qualification of options granted under the 2002 Plan ("Plan Options") as
incentive stock options under Section 422 of the Code and (b) to the extent
applicable, assure that Plan Options are qualified "performance-based
compensation" and thereby exempt from the application of Section 162(m) of the
Code. The 2002 Plan will supplant the Company's 1996 and 1998 Incentive and
Non-Qualified Stock Option Plans, and, upon approval of the 2002 Plan, no
additional stock options will be issued pursuant to the 1996 and 1998 Plans.

                                       50
<PAGE>
Description of the 2002 Plan

The 2002 Plan will be administered by either the full Board of Directors or such
committee of Directors as the full Board of Directors may form in the future for
such purpose (in either case, the "Plan Administrator"). If the Plan
Administrator is constituted as a committee, it will be structured so as to
allow for the issuance of Incentive Options within the meaning of Section 422(b)
of the Code, although both Incentive Options and Nonqualified Options may be
issued pursuant to the 2002 Plan. The Plan Administrator has the discretion to
determine the persons to whom options are granted (although Incentive Options
may only be granted to officers and employees), the number of shares to be
covered by each option and the option price.

Although Nonqualified Options may be issued at any option price determined by
the Plan Administrator, the option price for Incentive Options will be no less
than the fair market value of the Common Stock on the date an option is granted
(or 110% of fair market value in the case of persons holding 10% or more of the
combined voting power of all classes of stock of the Company). The fair market
value of Common Stock on July 25, 2002, as determined in accordance with the
2002 Plan, was approximately $1.00 per share. In addition, the aggregate fair
market value (as of the date of grant) of all shares of stock issuable to an
optionee pursuant to Incentive Options which become exercisable in a given
calendar year cannot exceed $100,000 for such calendar year. Options become
exercisable as provided by the Plan Administrator and shall become null and void
upon the occurrence of certain conditions as determined by the Plan
Administrator, including the expiration of no more than 10 years after the date
of the grant (or five (5) years in the case of Incentive Options granted to
persons holding 10% or more of the combined voting power of all classes of stock
of the Company).

Plan Options may be exercised upon delivery by the optionee of written notice of
exercise and tender of full payment in cash or "mature" common stock, or, with
the Plan Administrator's consent, in other property or through a broker-assisted
cashless exercise mechanism or by such other method as the Plan Administrator
may determine.

At the discretion of the Plan Administrator, in the event of a Change of Control
of the Company, as defined in the 2002 Plan (see Appendix D), (i) Plan Options
may become fully vested and exercisable in accordance with the terms of the
relevant option grant, (ii) the Company may cancel outstanding Plan Options upon
reasonable notice to the optionees (cancellation may also be effected on these
terms in connection with the liquidation of the Company) or (iii) if the Company
is not the surviving entity in such Change of Control, arrange with such
surviving entity for the assumption of each outstanding option granted under the
2002 Plan or the substitution of an equivalent option or right.

Subject to the limitations of the 2002 Plan, the maximum number of shares of
Common Stock reserved for Plan Options and the number of shares of Common Stock
represented by a Plan Option shall be subject to adjustment or substitution, as
determined by the Plan Administrator in its sole discretion, as to the number or
price of a share of stock subject to such options (A) in the event of changes in
the outstanding Common Stock or in the capital structure of the Company by
reason of stock or extraordinary cash dividends, stock splits, reverse stock
splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization occurring
after the date of grant of any option or (B) in the event of any change in
applicable laws or any change in circumstances which results in or would result
in any substantial dilution or enlargement of the rights granted to, or
available for, persons granted options under the 2002 Plan, or which otherwise
warrants equitable adjustment because it interferes with the intended operation
of the 2002 Plan.
                                       51
<PAGE>
Unless otherwise provided in any Option agreement, the unexercised portion of
any Option shall generally terminate on the earlier to occur of: (i) three
months after the termination of the optionee's employment with the Company (with
the exception of (a) termination "for cause" (as defined therein), (b) a
disability (as defined therein), or (c) death of the optionee); (ii) immediately
upon the optionee's termination for cause or if the optionee shall file any
lawsuit or arbitration claim against the Company or any subsidiary; (iii) twelve
months following the termination of the optionee's employment by reason of a
disability; and (iv) twelve months after the termination of the optionee's
employment by reason of death or as otherwise provided therein.

Plan Options generally may not be transferred other than by will or the laws of
descent and distribution, or, in the case of Nonqualified Options, upon the
prior written consent of the Plan Administrator. The delivery of Common Stock
pursuant to the exercise of an option granted under the 2002 Plan is subject to
the satisfaction by the optionee of all applicable tax withholding requirements
by remitting cash to the Company or by other means approved by the Plan
Administrator.

The 2002 Plan provides that it will terminate, unless earlier terminated as
provided therein, on June 20, 2012. The 2002 Plan also provides that it may be
amended or terminated at any time by the Plan Administrator, provided that no
such amendment or termination shall be made without shareholder approval if such
approval is necessary to comply with any tax or regulatory requirement
applicable to the 2002 Plan (including as necessary to prevent the Company from
being denied a tax deduction on account of Section 162(m) of the Code). In
addition, no such amendments or termination may impair the rights of an optionee
with respect to existing Plan Options without the consent of that optionee.

Option Grants Under the 2002 Plan

Because awards to be granted in the future under the 2002 Plan are at the
discretion of the Plan Administrator, it is not possible to determine the
benefits or amounts which will be received in the future under the 2002 Plan by
our directors, executive officers or other employees.

Certain Federal Tax Consequences

The following is a summary of material federal income tax consequences to the
optionees and the Company of the grant of options under the 2002 Plan and does
not purport to be complete. It does not discuss any state, local, foreign or
minimum income or other tax consequences. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. The tax
treatment of an optionee may vary depending upon the particular facts and
circumstances of that optionee. Each prospective optionee is urged to consult
with his or her own tax advisors with respect to the consequences of holding
options under the 2002 Plan.

If an option is granted to an optionee in accordance with the terms of the 2002
Plan, no income will be recognized by such optionee at the time the option is
granted. Generally, on exercise of a Nonqualified Option, the amount by which
the fair market value of the shares of the Common Stock on the date of exercise
exceeds the purchase price of such shares will be taxable to the optionee as
ordinary income. The disposition of shares acquired upon exercise of a
Nonqualified Option under the 2002 Plan will ordinarily result in long-term or
short-term capital gain or loss (depending on the length of time that the option
or underlying stock has been held) in an amount equal to the difference between
the amount realized on such disposition and the sum of the purchase price and
the amount of ordinary income recognized in connection with the exercise of the
Nonqualified Option.

Pursuant to currently applicable rules under Section 16(b) of the Exchange Act,
the grant of an option (and not its exercise) to a person who is subject to the
reporting and short-swing profit provisions under Section 16 of the Exchange Act
(a "Section 16 Person") begins a six-month period of potential short-swing
liability. The taxable event for the exercise of an option that has been
outstanding at least six months ordinarily will be the date of exercise. If an
option is exercised by a Section 16 Person within six months after the date of
grant, however, taxation ordinarily will be deferred until the date which is six
months after the date of grant, unless the person has filed a timely election
pursuant to Section 83(b) of the Code to be taxed on the date of exercise.
However, the six month period of potential short-swing liability may be
eliminated if the option grant (a) is approved in advance by the Board of
Directors (or a committee composed solely of two or more non-employee directors)
or (b) is approved in advance, or subsequently ratified by the Company's
shareholders no later than the next annual meeting of shareholders.
Consequently, the taxable event for the exercise of an option that satisfies
either of the conditions described in clauses (a) or (b) above will be the date
of exercise.

                                       52
<PAGE>
Generally, on exercise of an Incentive Option, an optionee will not recognize
any income and the Company will not be entitled to a deduction for tax purposes.
However, the difference between the purchase price and the fair market value of
the shares of Common Stock received on the date of exercise will be treated as a
positive adjustment in determining alternative minimum taxable income and the
optionee may be subject to the alternative minimum tax. The disposition of
shares acquired upon exercise of an Incentive Option under the 2002 Plan will
ordinarily result in long-term or short-term capital gain or loss (depending on
the length of time that the option or underlying stock has been held).
Generally, however, if the optionee disposes of shares of Common Stock acquired
upon exercise of an Incentive Option within two years after the date of grant or
within one year after the date of exercise, the optionee will recognize ordinary
income in the amount of the excess of the fair market value of the shares on the
date of exercise over the purchase price (or, in certain circumstances, the gain
on sale, if less). Any excess of the amount realized by the holder on the
disposition of such shares over the fair market value of the shares on the date
of exercise of the incentive option will ordinarily constitute capital gain.


If an option is exercised through the use of Common Stock previously owned by
the optionee, such exercise (i) will generally have the same tax consequences as
if the option had been exercised with cash and (ii) generally will not be
considered a taxable disposition of the previously owned shares and, thus, no
gain or loss will be recognized with respect to such shares upon such exercise.
Upon such exercise, shares received by the optionee, equal in number to the
previously surrendered shares, will have the same tax basis as the shares
surrendered to the Company and will have a holding period that includes the
holding period of the shares surrendered. Shares received in excess of the
number of shares surrendered have a zero basis and have a holding period
beginning on the date of exercise. However, if the previously owned shares were
acquired on the exercise of an Incentive Option or other tax-qualified stock
option and the holding period requirement for those shares was not satisfied at
the time they were used to exercise an option, such use would constitute a
disqualifying disposition of such previously owned shares resulting in the
recognition of ordinary income (but, under proposed Treasury Regulations, not
any additional capital gain) in the amount described above. If any otherwise
qualifying Incentive Option becomes first exercisable in any one year for shares
having a value in excess of $100,000 as of the grant date, the portion of the
option in respect of such excess shares will be treated as a nonqualified
option.

Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible preferred stock (voting on an as-converted basis together with the
Common Stock) that are entitled to vote and are represented in person or by
properly executed proxy at the Annual Meeting, is required to approve the
adoption of our 2002 Stock Option Plan as described above. Under applicable
Delaware law, in determining whether this proposal has received the requisite
number of affirmative votes, abstentions and broker non-votes will be counted
and will have the same effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION
OF THE COMPANY'S 2002 STOCK OPTION PLAN

                                       53
<PAGE>
                PROPOSAL 8: RATIFICATION OF INDEPENDENT AUDITORS

Your Board of Directors has designated Wolinetz & Lafazan, LLP ("Wolinetz") as
the Company's independent auditor for the last and current fiscal year. Marcum &
Kliegman, LLP ("Marcum") was the Company's independent auditor for the fiscal
year ended December 31, 2002. A representative of Wolinetz & Lafazan will be
available at the meeting to answer shareholder questions. We do not expect a
representative of Marcum & Kliegman to be available during the meeting.

Prior Auditors

On July 22, 2003, Cedric Kushner Promotions, Inc. (the "Company") notified
Marcum & Kliegman LLP ("Marcum"), its independent public accountants, that the
Company was terminating its services, effective as of that date. The Company's
Board of Directors, Chairman of the Audit Committee and the outside Director
members of the Audit Committee recommended and approved such decision.

Marcum was engaged as the Company's independent auditor on April 4, 2003. Since
that date and any subsequent interim periods preceding the date of resignation,
the Company and Marcum had no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of Marcum,
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement in connection with any report Marcum might
have issued. Furthermore, none of Marcum's reports on the Company's consolidated
financial statements contained an adverse opinion, disclaimer of opinion, or
modification or qualification of opinion, except that Marcum's report on the
consolidated financial statements for the year ended December 31, 2002 contains
an explanatory paragraph indicating that there is substantial doubt as to the
Company's ability to continue as a going concern. In addition, to the foregoing,
on May 20, 2003, at approximately 9:45 p.m., the Company filed its Form 10-KSB
for the period ended December 31, 2002 with the Securities and Exchange
Commission. Prior to making its filing, BDO Seidman, LLP ("BDO"), the Company's
former auditor, informed the Company that all of their comments on the 10-KSB
must be addressed prior to filing or the Company would not have their approval
to include BDO's opinion on the December 31, 2001 audit. Also, prior to such
filing, Marcum orally advised the Company and confirmed said conversation by
transmitting an e-mail to the Company, that was electronically dated at 6:46
p.m., that they had not had the opportunity to review the latest draft of the
Company's Form 10-KSB and as such were not in a position to authorize the filing
with the inclusion of their audit opinion. Prior to and after such
communications, the Company and representatives of Marcum and BDO continued
their efforts to address any outstanding comments that were required to complete
the audit of the Company's consolidated financial statements and to obtain the
approval of said accountants in connection with the filing of the Form 10-KSB
and to the inclusion of their reports therein.

Thereafter, on May 21, 2003, both Marcum and BDO notified the Company that
certain of their requested comments and changes that were provided to the
Company were not included in the filing that was made. In addition, the
accountants also notified the Company that they had not provided their approvals
with respect to said filing, and that they did not authorize the inclusion of
their reports with respect to the Company's consolidated financial statements.

In light of the foregoing, the Company undertook a review of the events
surrounding the filing, and has concluded that the filing was made without the
authority and approval of the accountants. In addition, the Company has
concluded that, in accordance with its filing and other disclosure obligations
under the Securities Exchange Act of 1934, it was in the best interest of all
parties concerned to prepare and file a Form 10-KSB/A which omits the auditors'
reports contained in the original Form 10-KSB filed on May 20, 2003.

An amended Form 10-KSB/A was filed on May 23, 2003 without the reports of the
Company's independent certified public accountants with respect to the Company's
consolidated financial statements. In addition, the Company filed Form 8-K on
the same day. Further, the Company began aggressively seeking to have the
amended report reviewed by the accountants and to have the accountants provide
any additional comments required to complete their reports and to provide their
approvals in connection with the filing.

A further and final amended Form 10-K/SB was filed on June 27, 2003 with the
reports of the Company's independent certified public accountants with respect
to the Company's consolidated financial statements.


Engagement of Present Auditors
                                       54
<PAGE>
On July 24, 2003, the Company engaged Wolinetz, Lafazan & Company, PC
("Wolinetz"), as its independent public accountants. The Company did not
previously consult with Wolinetz regarding any matter, including but not limited
to:

     o    the application of accounting principles to a specified transaction,
          either completed or proposed; or the type of audit opinion that might
          be rendered on the Company's financial statements; or

     o    any matter that was either the subject matter of a disagreement (as
          defined in Item 304(a)(1)(iv) of Regulation S-B and the related
          instructions) or a reportable event (as defined in Item 304(a)(1)(v)
          of Regulation S-B).

Wolinetz's principal function as our independent auditors is to audit the
consolidated financial statements of the Company and in connection with that
audit to review certain related quarterly and other periodic filings with the
Commission.

Vote Required

Although shareholder action on this matter is not required, the appointment of
Wolinetz as our auditors is being recommended to the shareholders for
ratification. Pursuant to applicable Delaware law, the ratification of the
appointment of our auditors requires the affirmative vote of the holders of a
majority of the shares of Common Stock and convertible preferred stock (voting
on an as-converted basis together with the Common Stock) that are entitled to
vote and are present or represented by proxy at the Annual Meeting. Abstentions
and broker non-votes will be counted and will have the same effect as a vote
against this proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF BDO SEIDMAN, LLP TO SERVE AS THE COMPANY'S AUDITORS FOR
THE CURRENT FISCAL YEAR.

                                       55
<PAGE>
                                  MISCELLANEOUS

Amendment and Restatement of Certificate of Incorporation

If Proposals 2 through 8 in this Proxy Statement are duly approved by our
shareholders, we will amend and restate our Certificate of Incorporation in its
entirety to incorporate the amendments set forth in these proposals, and all
prior amendments still in effect, into a single document for ease of use and
reference.

Matters To Be Presented at the 2003 Annual Meeting of Shareholders

Any qualified shareholder wishing to make a proposal to be acted upon at the
next Annual Meeting of Shareholders must submit such proposal, to be considered
by the Company for inclusion in the proxy statement, to the Company at its
principal office, 58 West 59th Street, Suite 24 F, New York, NY 10019,
Attention: James DiLorenzo, Executive Vice President, Secretary and Treasurer,
not later than January 31, 2003.

Other Matters

As of the date of this proxy statement, the management of the Company knows of
no matters other than those stated above that are likely to be brought before
the Annual Meeting. However, if any matters not now known come before the Annual
Meeting, the persons named in the enclosed proxy card are expected to vote the
shares represented by such proxy on such matters in accordance with their best
judgment.

THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO PROMPTLY SIGN AND RETURN THE ENCLOSED
PROXY CARD TO AVOID COSTLY SOLICITATION. YOU CAN SAVE THE COMPANY CONSIDERABLE
EXPENSE BY SIGNING AND RETURNING YOUR PROXY CARD AT ONCE.

By Order of Your Board of Directors,




James DiLorenzo
Executive Vice President, Treasurer and Secretary

                                       56
<PAGE>
                                   Appendix A

                              AMENDED AND RESTATED

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                ZENASCENT, INC.,

                              ZENASCENT NEWCO INC.,

                           CEDRIC KUSHNER BOXING, INC

                        CEDRIC KUSHNER PROMOTIONS, LTD.,

                                 CEDRIC KUSHNER

                                       AND

                                 JAMES DILORENZO

                          DATED AS OF FEBRUARY 21, 2002



<PAGE>
                                   Appendix B

                           Proposed Amendments to the
                          Certificate of Incorporation
                               of Zenascent, Inc.

In Proposals 2, 3, 4, 5, 6, 7 and 8 in this proxy statement, your Board of
Directors has recommended that you vote in favor of the amendments to the
Company's Certificate of Incorporation set forth below.

1. Amendment to Article Third

Article Third of the Certificate of Incorporation currently reads as follows:

THIRD: The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, including without limitation the
design, marketing and manufacture of golf equipment, apparel and accessories.

If Proposal 3 in this proxy statement is approved by our shareholders, Article
Third of the Certificate of Incorporation would instead read as follows:

THIRD: The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

2. Replacement of Current Article Fourth

(a) Replacement of the first paragraph of Article Fourth.

(i) The first paragraph of Article Fourth of the Certificate of Incorporation
currently reads as follows:

FOURTH: The Corporation is authorized to issue three classes of capital stock,
one of which is designated as Class A Common Stock, $.01 par value per share
("Class A Common Stock"), the second of which is designated as Class B Common
Stock, $.01 par value per share ("Class B Common Stock" and collectively with
the Class A Common Stock, the "Common Equity") and the third of which is
designated as Preferred Stock, $.01 par value per share (the "Preferred Stock").
The total number of all shares of capital stock which the corporation shall have
authority to issue is 25,000,000 shares, consisting of 15,000,000 shares of
Class A Common Stock, 5,000,000 shares of Class B Common Stock and 5,000,000
shares of Preferred Stock. The Preferred Stock may be issued from time to time
in one or more series as set forth in Section (b) of this Article FOURTH. The
following is a statement of the designations and the powers, preferences and
rights of, and the qualifications, limitations and restrictions applicable to,
each class of capital stock of the Corporation.

(ii) If Proposals 4 and 5 in this proxy statement are approved by our
shareholders, the first paragraph of the Article Fourth of the Certificate of
Incorporation would instead read as follows:

FIFTH: The Corporation is authorized to issue two classes of capital stock, one
of which is designated as common stock, par value $.01 per share (the "Common
Stock")1 and the other of which is designated as preferred stock, par value $.01
per share (the "Preferred Stock"). The total number of all shares of capital
stock which the corporation shall have authority to issue is one hundred and
five million (105,000,000) shares, consisting of one hundred million
(100,000,000) shares of Common Stock2 and five million (5,000,000) shares of
Preferred Stock. The Preferred Stock may be issued from time to time in one or
more series as set forth in Section (b) of this Article FIFTH. The following is
a statement of the designations and the powers, preferences and rights of, and
the qualifications, limitations and restrictions applicable to, each class of
capital stock of the Corporation.

(b) Replacement of Section (a) of Article Fourth.

(i) Section (a) of Article Fourth of the Certificate of Incorporation currently
reads as follows:

(a) Class A Common Stock and Class B Common Stock:

(1) General. The shares of Class A Common Slack and Class B Common Stock shall
be identical in all respects and shall have equal rights and privileges, except
a expressly set forth in this Article FOURTH. All shares of the common stock,
$.01 par value per share, issued and outstanding immediately prior to the
effective time of this Amendment (the "Existing Common Shares") shall
automatically, without any action on the part of the holder of' Existing Common
Shares, become an equal number of shares of Class A Common Stock, except to the
extent that the Corporation shall enter into a written agreement with one or
more stockholders for the exchange of a specified number of Existing Common
Shares into shares of Class B Common Stock.

                                       B-1
<PAGE>
(2) Voting. Holders of Class A Common Stock and Class B Common Stock are
entitled to one vote for each share held at all meetings of stockholders. The
number of authorized shares of Class A Common Stock and Class B Common Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the capital
stock of the Corporation entitled to vote voting as a single class, irrespective
of the provisions of Section 242(b)(2) of the General Corporation Law of the
State of Delaware.

1 The reclassification of our Class A Common Stock and Class B Common Stock as a
single class of Common Stock would occur if Proposal 4 in this proxy statement
were to be approved by our shareholders.

2 The increase in our authorized Common Stock to 100,000,000 shares would occur
if Proposal 5 in this proxy statement were to be approved by our shareholders.

(3) Dividends. Dividends may be declared and paid on Class A Common Stock and
Class B Common Stock from funds lawfully available therefor, as and when
determined by the board of directors and subject to any preferential dividend
rights of any series of Preferred Stock than outstanding; provided that
identical dividends or distributions per share are declared and paid
concurrently upon the shares of Class A Common Stock and Class B Common Stock.
In the case of distributions payable in shares of Common Equity of the
Corporation, only shares of Class A Common Stock shall he distributed with
respect to Class A Common Stock and only shares of Class B Common Stock shall be
distributed with respect to Class B Common Stock. In the case of dividends or
other distributions consisting of securities convertible into, or exchangeable
for, or options, warrants or other rights to purchase Common Equity of the
Corporation, the Corporation shall provide that such convertible or exchangeable
securities or such options. warrants or other rights to convert into, exchange
for or purchase Common Equity shall be for shares of Class A Common Stock, in
the case of holders of Class A Common Stock, and shares of Class B Common Stock,
in the case of holders of Class B Common Stock but shall in all other respects
be identical.

(4) Stock Split. Combinations and the Like. Neither the Class A Common Stock nor
the Class B Common Stock shall be split, combined or subdivided unless at the
same time there shall be a proportionate split, combination or subdivision of
such other class,

(5) Liquidation. Upon the dissolution or liquidation of the Corporation, whether
voluntary or involuntary, holders of Class A Common Stock and Class B Common
Stock will be entitled to receive ratably all assets of the Corporation
available for distribution to stockholders of the Corporation, subject to any
preferential rights of any series of Preferred Stock then outstanding.

(6) Automatic Conversion. Each outstanding share of Class B Common Stock shall
automatically be converted into a share of Class A Common Stock upon the earlier
to occur of (i) October 31, 2000 and (ii) such time as the closing price for the
Class A Common Stock on the Nasdaq Stock Market (or, if the Class A. Common
Stock is not traded on the Nasdaq Stock Market the principle market or exchange
on which such shares are traded, if any) shall equal or exceed $8.00 per share
for a period of ten (10) consecutive trading days. Following any such automatic
conversion, the share or shares of Class B Common Stock so converted shall cease
to be outstanding, notwithstanding the fact that the holder or holders may not
have surrendered the certificate or certificates representing such Class B
Common Stock for conversion, and such certificate or certificates shall
thereafter represent solely the right to receive a certificate or certificates
for Class A Common Stock issuable on conversion of the Class B Common Stock so
convened, upon surrender of such certificate or certificates to the Corporation,
of the certificate or certificates for the Class B Common Stock so converted.

(7) Reservation of Shares. The Corporation shall at all times reserve and keep
available out of the authorized and unissued shares of Class A Common Stock,
solely for the purposes of effecting the conversion of the outstanding Class B
Common Stock, such number of shares of Class A Common Stock as shall front time
to time be sufficient to effect conversion of all outstanding shares of Class B
Common Stock.

(8) Retirement of Class B Common Stock. Each share of Class B Common Stock
issued by the Corporation, if reacquired by the Corporation (whether by
repurchase. conversion into Class A Common Stock or otherwise) shall upon such
reacquisition, be retired and may not be reissued thereafter.

(ii) If Proposal 4 in this proxy statement is approved by our shareholders, the
current Article Fourth of the Certificate of Incorporation would be replaced by
a new Article Fifth, Section (a) of which would read as follows:

(b) COMMON STOCK
                                       B-2
<PAGE>
(1) Voting. Holders of Common Stock are entitled to one vote for each share held
at all meetings of stockholders. The number of authorized shares of Common Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the capital
stock of the Corporation entitled to vote voting as a single class, irrespective
of the provisions of Section 242(b)(2) of the General Corporation Law of the
State of Delaware.

(2) Dividends. Dividends may be declared and paid on Common Stock from funds
lawfully available therefor, as and when determined by the board of directors
and subject to any preferential dividend rights of any series of Preferred Stock
then outstanding.

(3) Liquidation. Upon the dissolution or liquidation of the Corporation, whether
voluntary or involuntary, holders of Common Stock will be entitled to receive
ratably all assets of the Corporation available for distribution to stockholders
of the Corporation, subject to any preferential rights of any series of
Preferred Stock then outstanding.

4. Amendment to Article Fifth

Article Fifth of the Certificate of Incorporation currently reads as follows:

FIFTH: Stockholders of the Corporation may not take any action by written
consent in lieu of a meeting. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of the general meeting.

If Proposal 7 in this proxy statement is approved by our shareholders, Article
Fifth of the Certificate of Incorporation would be removed from the Certificate
of Incorporation.

5. Amendments to Article Sixth

Paragraphs (c) through (e) of Article Sixth of the Certificate of Incorporation
currently read as follows:

(c) CLASSES OF DIRECTORS

The board of directors shall be divided into three classes, consisting of Class
I, Class II and Class III. No class of directors shall have more than one
director more than any other class. If a fraction is contained in the quotient
arrived at by dividing the designated number of directors by three, then, if
such fraction is one-third, the extra director shall be a member of Class I, and
if such fraction is two-thirds, one of the extra directors shall be a member of
Class I and one of the extra directors shall be a member of Class II, except as
otherwise may be provided from time to time by the board of directors.

(d) TERMS OF OFFICE

Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, that each initial director in Class I shall serve for a term ending on
the date of the annual meeting of stockholders in 1999, each initial director in
Class II shall serve for a term ending on the date of the annual meeting of
stockholders in 2000 and each initial director in Class III shall serve for a
term ending on the date of the annual meeting of stockholders in 2001 and
provided further that the term of each director shall be subject to the election
and qualification of a successor to such director and to the earlier death,
resignation or removal of such director.

(e) ALLOCATION OF DIRECTORS AMONG CLASSES UPON CHANGES IN AUTHORIZED NUMBER OF
DIRECTORS

In the event of any increase or decrease in the authorized number of directors,
(1) each director then serving shall continue as a director of the class of
which such director is a member and (2) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the board of directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible, consistent with the foregoing, any newly created directorships shall
be added to those classes whose terms of office are to expire at the latest
dates following such allocation and any newly eliminated directorships shall be
subtracted from those classes whose terms of offices are to expire at the
earliest dates following such allocation, except as otherwise may be provided
from time to time by the board of directors.

If Proposal 6 in this proxy statement is approved by our shareholders,
paragraphs (c) through (e) of the current Article Sixth of the Certificate of
Incorporation would be replaced with the following paragraph (c) of a new
Article Seventh:

                                       B-3
<PAGE>
(c) TERMS OF OFFICE

Each director shall serve for a term ending on the date of the annual meeting
following the annual meeting at which such director was elected; provided, that
the term of each director shall be subject to the election and qualification of
a successor to such director and to the earlier death, resignation or removal of
such director.

                                       B-4
<PAGE>
                                   Appendix C

                           Proposed Amendments to the
                           By-Laws of Zenascent, Inc.

In Proposals 6 and 7 in this proxy statement, your Board of Directors has
recommended that you vote in favor of the amendments to the Company's By-Laws
set forth below.

1. Removal of Section 3.16

Section 3.16 of the By-Laws currently reads as follows:

3.16 Action Without Meetings. Stockholders may not take any action by written
consent in lieu of a meeting.

If Proposal 7 in this proxy statement is approved by our shareholders, this
Section 3.16 would be removed from the By-Laws.

2. Amendment of Sections 4.4 and 4.5

Sections 4.4 and 4.5 of the By-Laws currently read as follows:

4.4 Classes of Directors. The board of directors shall be divided into three
classes, consisting of Class I, Class II and Class III. No class of directors
shall have more than one director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the designated number of
directors by three, then, if such fraction is one-third, the extra director
shall be a member of Class I, and if such fraction is two-thirds, one of the
extra directors shall be a member of Class I and one of the extra directors
shall be a member of Class II, except as otherwise may be provided from time to
time by the board of directors.

4.5 Terms of Office. Each director shall serve for a term ending on the date of
the third annual meeting following the annual meeting at which such director was
elected; provided that each initial director in Class I shall serve for a term
ending on the date of the annual meeting of stockholders in 1999, each initial
director in Class II shall serve for a term ending on the date of the annual
meeting of stockholders in 2000 and each initial director in Class III shall
serve for a term ending on the date of the annual meeting of stockholders in
2001 and provided further that the term of each director shall be subject to the
election and qualification of a successor to such director and to the earlier
death, resignation or removal of such director.

If Proposal 6 in this proxy statement is approved by our shareholders, the
current Sections 4.4 and 4.5 of the By-Laws would be replaced by the following
new Section 4.4:

4.4 Terms of Office. Each director shall serve for a term ending on the date of
the annual meeting following the annual meeting at which such director was
elected; provided, that the term of each director shall be subject to the
election and qualification of a successor to such director and to the earlier
death, resignation or removal of such director.

                                      C-1
<PAGE>
                                   Appendix D


                                    CKP, INC.

                             2002 STOCK OPTION PLAN

1. Purpose. The purpose of this Plan is to advance the interests of CKP, Inc., a
Delaware corporation (the "Company"), and its Subsidiaries by providing an
additional incentive to attract and retain qualified and competent persons who
provide management services and upon whose efforts and judgment the success of
the Company and its Subsidiaries is largely dependent, through the encouragement
of stock ownership in the Company by such persons.

2. Definitions. As used herein, the following terms shall have the meaning
indicated:

(a) "Authorized Amount" shall have the meaning set forth in Section 3.

(b) "Board" shall mean the Board of Directors of the Company.

(c) "Cause" shall mean an Optionee's willful misconduct, gross negligence or
willful and material breach of his or her employment agreement with the Company
or a Subsidiary.

(d) "Change in Control" shall mean:

(i) Any of the following transactions or occurrences:
(A) unless subsequently rescinded or unconsummated, approval by the shareholders
of the Company of a reorganization, merger, consolidation or other form of
corporate transaction or series of transactions, in each case, with respect to
which persons who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company, in substantially the same proportions as their ownership
immediately prior to such reorganization, merger, consolidation or other
transaction; (B) a liquidation or dissolution of the Company; or (C) the sale of
all or substantially all of the assets of the Company;

(ii) The cessation for any reason of individuals who, as of the date on which
the Option is granted hereof, constitute the Board (the "Incumbent Board"), to
constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the date on which the Option was granted whose election,
or nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest
relating to the election of the

Directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A under the Exchange Act) shall be, for purposes of this Agreement, considered
as though such person were a member of the Incumbent Board; or

(iii) The acquisition (other than from the Company) by any person, entity or
"group," within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act, of more than 50% of either the
then outstanding shares of the Company's Common Stock or the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors (hereinafter referred to as the ownership
of a "Controlling Interest"), excluding, for this purpose, any acquisitions by
(A) the Company or its Subsidiaries, (B) any person, entity or "group" that as
of the date on which the Option is granted owns beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of a Controlling
Interest or (C) any employee benefit plan of the Company or its Subsidiaries.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Committee" shall mean the committee appointed by the Board pursuant to
Section 13(a) hereof, or, if such committee is not appointed, the full Board.

(g) "Common Stock" shall mean the Company's Common Stock, par value $.01 per
share.

(h) "Company" shall mean CKP, Inc., a Delaware corporation.

(i) "Director" shall mean a member of the Board.

(j) "Effective Date" shall mean ___________ ___, 2002.

(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

                                      D-1
<PAGE>
(l) "Fair Market Value" of a Share on any date of reference shall mean, (i) if
the Stock is listed on a national securities exchange, the average of the
highest and lowest sale prices reported as having occurred on the primary
exchange with which the Stock is listed and traded on such date, or, if there is
no such sale on that date, then on the last preceding date on which such a sale
was reported; (ii) if the Stock is not listed on any national securities
exchange but is quoted on the National Market System of the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") on a last sale
basis, the average between the high bid price and low ask price reported on the
date prior to such date, or, if there is no such sale on that date, then on the
last preceding date on which a sale was reported; (iii) if the Common Stock is
neither listed on any national securities exchange nor quoted on NASDAQ, but is
traded over-the-counter, the mean of the bid and asked prices per share on the
date of grant of the option; and (iv) in all other cases, the amount determined
by the Committee in good faith to be the fair market value of such Share.

(m) "ISO" shall mean an incentive stock option as defined in Section 422 of the
Code. (n) "NQO" shall mean an Option that is not an ISO.

(o) "Officer" shall mean the Company's Chairman of the Board, President, Chief
Executive Officer, principal financial officer, principal accounting officer,
any vice-president of the Company in charge of a principal business unit,
division or function (such as sales, administration or finance), any other
officer who performs a policy-making function, or any other person who performs
similar policy-making functions for the Company. Officers of Subsidiaries shall
be deemed Officers of the Company if they perform such policy-making functions
for the Company. As used in this paragraph, the phrase "policy-making function"
does not include policy-making functions that are not significant. If pursuant
to Item 401(b) of Regulation S-B under the Securities Act of 1933, as amended
(17 C.F.R. ss. 228.401(b)) the Company identifies a person as a "significant
employee," the person so identified shall be deemed an "Officer" even though
such person may not otherwise be an "Officer" pursuant to the foregoing
provisions of this paragraph.

(p) "Option" (when capitalized) shall mean any option to acquire Common Stock
granted under this Plan.

(q) "Option Agreement" means an agreement between the Company and an Optionee
pursuant to which an Option is granted.

(r) "Optionee" shall mean a person to whom an Option is granted or any person
who succeeds to the rights of such person pursuant to this Plan.

(s) "Outside Director" shall mean a member of the Board who qualifies as an
"outside director" under Section 162(m) of the Code and the regulations
thereunder and as a "Non-Employee Director" under Rule 16b-3 under the Exchange
Act.

(t) "Outside Option" shall mean an option to acquire capital stock of the
Company granted pursuant to a stock option plan of the Company or any of its
"subsidiary corporations" (as defined in Section 424 of the Code) other than
this Plan.

(u) "Person" shall mean any individual, corporation, partnership, association,
trust or other entity or organization, including a governmental or political
subdivision or any agency or institution thereof.

(v) "Plan" shall mean this Stock Option Plan.

(w) "Share" shall mean a share of Common Stock.

(x) "Subsidiary" shall mean any Person more than 50% of the total combined
voting power of whose equity securities is directly or indirectly owned by the
Company.

3. Shares Available for Option Grants. Subject to Section 10(a)(i), the
Committee may grant to Optionees from time to time Options to purchase an
aggregate of up to 1,000,000 (one million) authorized and unissued Shares (the
"Authorized Amount"). If any Option granted under the Plan shall terminate,
expire, or be cancelled or surrendered as to any Shares, new Options may
thereafter be granted covering such Shares.

4. Incentive and Non-Qualified Options.

(a) An Option granted hereunder shall be either an ISO or a NQO as determined by
the Committee at the time of grant of such Option and shall clearly state
whether it is an ISO or NQO. ISOs may not be granted to any person who is not an
employee of the Company or any Subsidiary.

(b) Options initially exercisable by an Optionee during a given calendar year
which would otherwise qualify as ISOs hereunder will not be treated as ISOs to
the extent that the Fair Market Value (determined as of the grant date) of the
Shares for which such Options are exercisable, together with the Fair Market
Value of all shares of capital stock for which any Outside Options are initially
exercisable by such Optionee during such calendar year, exceeds $100,000.

                                      D-2
<PAGE>
5. Conditions for Grant of Options.

(a) Each Option shall be evidenced by an Option Agreement that may contain any
term deemed necessary or desirable by the Committee, provided such terms are not
inconsistent with this Plan or any applicable law. Optionees shall be either (i)
regular employees of, or persons who provide consulting or other services as
independent contractors to, the Company or its Subsidiaries, including Directors
and Officers who are regular employees, or (ii) Directors who are not employees
of the Company or of any Subsidiaries.

(b) In granting Options, the Committee shall take into consideration the
contribution the person has made to the success of the Company or its
Subsidiaries and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. In granting Options under the Plan,
the Committee may from time to time prescribe such other terms and conditions
concerning such Options as it deems appropriate, including, without limitation,
(i) prescribing the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in installments
over a period of years, or upon the attainment of stated goals or both, or (iii)
relating an Option to the continued employment of the Optionee for a specified
period of time; provided, that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.

(c) The Options granted to employees under this Plan shall be in addition to
regular salaries, pension, life insurance or other benefits related to their
employment with the Company or its Subsidiaries. Neither the Plan nor any Option
granted under the Plan shall confer upon any person any right to employment or
continuance of employment by the Company or its Subsidiaries.

(d) Notwithstanding any other provision of this Plan, an ISO shall not be
granted to any person owning directly or indirectly (through attribution under
Section 424(d) of the Code) at the date of grant, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
any of its "subsidiary corporations" (as defined in Section 424 of the Code) as
at the date of grant), unless (i) the exercise price of such Option is at least
110% of the Fair Market Value of the Shares subject to such Option on the date
the Option is granted and (ii) such Option by its terms is not exercisable after
the expiration of five years from the date such Option is granted.

6. Exercise Price. The exercise price per Share of any Option shall be any price
determined by the Committee but shall not be less than the par value per Share;
provided, that in no event shall the exercise price per Share of any ISO be less
than the Fair Market Value of the Shares underlying such Option on the date such
Option is granted.
                                      D-3
<PAGE>
7. Exercise of Options. An Option shall be deemed exercised when (i) the Company
has received written notice of such exercise in accordance with the terms of the
Option, (ii) full payment of the aggregate exercise price of the Shares as to
which the Option is exercised has been made, and (iii) arrangements that are
satisfactory to the Committee in its sole discretion have been made for the
Optionee's payment to the Company of the amount that is necessary for the
Company or Subsidiary employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements. The consideration to
be paid for the Shares to be issued upon exercise of an Option, as well as the
method of payment of the exercise price and of any withholding and employment
taxes applicable thereto, shall be determined by the Committee and may, in the
discretion of the Committee, consist of: (1) cash, (2) certified or official
bank check, (3) money order, (4) Shares that have been held by the Optionee for
at least six (6) months (or such other Shares as the Company determines will not
cause the Company to recognize for a financial accounting purposes a change for
compensation expense), (5) the withholding of Shares issuable upon exercise of
the Option, (6) pursuant to a "cashless exercise" procedure, by delivery of a
properly executed exercise notice together with such other documentation, and
subject to such guidelines, as the Board or the Committee shall require to
effect an exercise of the Option and delivery to the Company by a licensed
broker acceptable to the Company of proceeds from the sale of Shares or a margin
loan sufficient to pay the exercise price and any applicable income or
employment taxes, or (7) in such other consideration as the Committee deems
appropriate, or by a combination of the above. In the case of an ISO, the
permissible methods of payment shall be specified at the time the Option is
granted. The Committee in its sole discretion may accept a personal check in
full or partial payment of any Shares. If the exercise price is paid in whole or
in part with Shares, or through the withholding of Shares issuable upon exercise
of the Option, the value of the Shares surrendered or withheld shall be their
Fair Market Value on the date the Option is exercised. The Company in its sole
discretion may, on an individual basis or pursuant to a general program
established in connection with this Plan, lend money to an Optionee, guarantee a
loan to an Optionee, or otherwise assist an Optionee to obtain the cash
necessary to exercise all or a portion of an Option granted hereunder or to pay
any tax liability of the Optionee attributable to such exercise. If the exercise
price is paid in whole or part with Optionee's promissory note, such note shall
provide for full recourse to the maker, (ii) be collateralized by the pledge of
the Shares that the Optionee purchases upon exercise of such Option, (iii) bear
interest at a rate not less than the prime rate of the Company's principal
lender, and (iv) contain such other terms as the Board in its sole discretion
shall reasonably require. No Optionee shall be deemed to be a holder of any
Shares subject to an Option, or to have any of the rights associated with
holding such Shares, unless and until a stock certificate or certificates for
such Shares are issued to such person(s) under the terms of this Plan. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in Section 10 hereof.

8. Exercisability of Options. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee shall provide in
such Option, except as otherwise provided in this Section 8.

(a) The expiration date of an Option shall be determined by the Committee at the
time of grant, but in no event shall an Option be exercisable after the
expiration of ten (10) years from the date of grant of the Option.

(b) If and to the extent provided in any Option Agreement, in the event of a
Change in Control, or in the event that the Committee exercises its discretion
to provide a cancellation notice with respect to the Option pursuant to Section
9(b) hereof, the Committee may, within its discretion, accelerate the vesting
and exercisability of any Option.

(c) The Committee may in its sole discretion accelerate the date on which any
Option may be exercised and may accelerate the vesting of any Shares subject to
any Option or previously acquired by the exercise of any Option.

9. Termination of Option Period.

(a) Unless otherwise provided in any Option agreement, the unexercised portion
of any Option shall automatically and without notice terminate and become null
and void at the time of the earliest to occur of the following:

(i) three (3) months after the date on which the Optionee's employment is
terminated other than by reason of (A) termination for Cause, (B) a mental or
physical disability (within the meaning of Code Section 22(e)) of the Optionee
as determined by a medical doctor satisfactory to the Committee, or (C) death of
the Optionee;

(ii) immediately upon the termination of the Optionee's employment for Cause;

                                      D-4
<PAGE>
(iii) twelve (12) months after the date on which the Optionee's employment is
terminated by reason of a mental or physical disability (within the meaning of
Section 22(e) of the Code) as determined by a medical doctor satisfactory to the
Committee;

(iv) (A) twelve (12) months after the date of termination of the Optionee's
employment by reason of death of the employee, or, if later, (B) three months
after the date on which the Optionee shall die if such death shall occur during
the one-year period specified in Subsection 9(a)(iii) hereof or the three-month
period specified in Subsection 9(a)(i) hereof ; or

(v) immediately in the event that the Optionee shall file any lawsuit or
arbitration claim against the Company or any Subsidiary, or any of their
respective officers, directors or shareholders.

(b) To the extent not previously exercised, (i) each Option shall terminate
immediately in the event of (A) the liquidation or dissolution of the Company,
or (B) any transaction of the type described in clauses (i) or (iii) of the
definition of "Change in Control" in Section 2, unless the Company, its
successor or a parent or subsidiary of such successor corporation, assumes the
Option or substitutes an equivalent option or right pursuant to Section 10(c)
hereof, and (ii) the Committee in its sole discretion may by written notice (a
"Cancellation Notice") cancel, effective upon the consummation of any corporate
transaction described in Subsection 8(b)(i) hereof in which the Company does
survive, any Option that remains unexercised on such date. The Committee shall
give written notice of any proposed transaction referred to in this Section 9(b)
a reasonable period of time prior to the closing date for such transaction
(which notice may be given either before or after approval of such transaction),
in order that Optionees may have a reasonable period of time prior to the
closing date of such transaction within which to exercise any Options that then
are exercisable (including any Options that may become exercisable upon the
closing date of such transaction). An Optionee may condition his exercise of any
Option upon the consummation of a transaction referred to in this Section 9(b).

10. Adjustment of Shares.

(a) If at any time while the Plan is in effect or unexercised Options are
outstanding, there shall be any increase or decrease in the number of issued and
outstanding Shares through the declaration of a stock dividend or through any
recapitalization, stock split, stock combination or exchange of Shares, then and
in such event:
                                      D-5
<PAGE>

         (i) appropriate adjustment shall be made to the Authorized Amount and
         the class of securities reserved in connection therewith, so that,
         subsequent to such transaction, the Authorized Amount shall be equal
         such number and class of securities as would be distributed in
         connection with such transaction to the holder of a number of Shares
         equal to the Authorized Amount immediately prior to such transaction.

         (ii) the Board or the Committee may, in its discretion, adjust the
         number of Shares and the exercise price per Share thereof then subject
         to any outstanding Option, so that so that, subsequent to such
         transaction, (A) the number of Shares subject to such Option shall be
         equal to such number of Shares as would be distributed in connection
         with such transaction to the holder an of equivalent number of Shares
         immediately prior to such transaction and (B) the aggregate exercise
         price of the Shares subject to such Option shall not be affected by
         such transaction.

(b) Unless otherwise provided in any Option, the Committee may change the terms
of Options outstanding under this Plan, with respect to the exercise price or
the number of Shares subject to the Options, or both, when, in the Committee's
sole discretion, such adjustments become appropriate so as to preserve but not
increase benefits under the Plan.

                                      D-6
<PAGE>
(c) In the event of a proposed sale of all or substantially all of the Company's
assets or any reorganization, merger, consolidation or other form of corporate
transaction in which the Company does not survive, where the securities of the
successor corporation, or its parent company, are issued to the Company's
shareholders, then the successor corporation or a parent of the successor
corporation may, with the consent of the Committee, assume each outstanding
Option or substitute an equivalent option or right. If the successor
corporation, or its parent, does not cause such an assumption or substitution to
occur, or the Committee does not consent to such an assumption or substitution,
then each Option shall terminate pursuant to Section 9(b) hereof upon the
consummation of such transaction.

(d) Except as otherwise expressly provided herein, the issuance by the Company
of shares of its capital stock of any class, or securities convertible into
shares of capital stock of any class, either in connection with a direct sale or
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made to, the number of or exercise price for Shares then subject to
outstanding Options granted under the Plan.

(e) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

11. Transferability of Options and Shares. No ISO, and unless the prior written
consent of the Committee is obtained (which consent may be withheld for any
reason) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Exchange Act, no NQO, shall be subject to alienation,
assignment, pledge, charge or other transfer other than by the Optionee by will
or the laws of descent and distribution, and any attempt to make any such
prohibited transfer shall be void. Each Option shall be exercisable during the
Optionee's lifetime only by the Optionee, or in the case of a NQO that has been
assigned or transferred with the prior written consent of the Committee, only by
the permitted assignee.

12. Issuance of Shares.

(a) Notwithstanding any other provision of this Plan, the Company shall not be
obligated to issue any Shares unless it is advised by counsel of its selection
that it may do so without violation of the applicable Federal and State laws
pertaining to the issuance of securities, and may require any stock so issued to
bear a legend, may give its transfer agent instructions, and may take such other
steps, as in its judgment are reasonably required to prevent any such violation.

 (b) As a condition to any sale or issuance of Shares upon exercise of any
Option, the Committee may require such agreements or undertakings as the
Committee may deem necessary or advisable to facilitate compliance with any
applicable law or regulation, including, but not limited to, the following:

(i) a representation and warranty by the Optionee to the Company, at the time
any Option is exercised, that the Shares to be issued pursuant to such Option
are being acquired by the Optionee for investment and not with a view to, or for
sale in connection with, the distribution of any such Shares;

(ii) a representation, warranty and/or agreement to be bound by any legends
endorsed upon the certificate(s) for such Shares that are, in the opinion of the
Committee, necessary or appropriate to facilitate compliance with the provisions
of any corporation or securities laws deemed by the Committee to be applicable
to the issuance and transfer of such Shares; and

(iii) an agreement that, upon the Company's request in contemplation of an
underwritten offering of the Company's securities, the Optionee shall agree in
writing that for a period of time (not to exceed 180 days) from the effective
date of any registration of securities of the Company, the Optionee will not
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of, the Shares granted pursuant to an Option without the
Company's prior written consent.

13. Administration of the Plan.

(a) The Plan shall be administered by the Committee, which shall be composed of
two or more Directors. If the Committee is not the full Board, (i) the
membership of the Committee shall be constituted so as to comply at all times
with the then-applicable requirements for Outside Directors of Rule 16b-3 under
the Exchange Act and Section 162(m) of the Code and (ii) the Committee shall
serve at the pleasure of the Board and shall have the powers designated herein
and such other powers as the Board may from time to time confer upon it.

                                      D-7
<PAGE>
(b) The Board may grant Options pursuant to this Plan to any persons to whom
Options may be granted under Section 5(a) hereof.

(c) The Committee, from time to time, may adopt rules and regulations for
carrying out the purposes of the Plan. The Committee's determinations and its
interpretation and construction of any provision of the Plan or any Option shall
be final and conclusive.

(d) Any and all decisions or determinations of the Committee shall be made
either (i) by a majority vote of the members of the Committee at a meeting or
(ii) without a meeting by the written approval of a majority of the members of
the Committee.

14. Withholding or Deduction for Taxes. If at any time specified herein for the
making of any issuance or delivery of any Option or Common Stock to any
Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or take any other action in connection with the
issuance or delivery then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by the
Optionee or beneficiary, or other appropriate action shall have been taken.

15. Interpretation.

(a) As it is the intent of the Company that the Plan comply in all respects with
Rule 16b-3 under the Exchange Act, any ambiguities or inconsistencies in
construction of the Plan shall be interpreted to give effect to such intention,
and if any provision of the Plan is found not to be in compliance with such
Rule, such provision shall be deemed null and void to the extent required to
permit the Plan to comply with such Rule. The Committee may from time to time
adopt rules and regulations under, and amend, the Plan in furtherance of the
intent of the foregoing.

(b) The Plan and any Option agreements entered into pursuant to the Plan shall
be administered and interpreted so that all ISOs granted under the Plan will
qualify as ISOs under Section 422 of the Code. If any provision of the Plan or
any such Option agreement should be held invalid for the granting of ISOs or
illegal for any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan and the Option agreement shall be
construed and enforced as if such provision had never been included in the Plan
or the Option agreement.

(c) This Plan shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of laws provisions
thereof.

(d) Headings contained in this Plan are for convenience only and shall in no
manner be construed as part of this Plan.

(e) Any reference to the masculine, feminine or neuter gender shall be a
reference to such other genders as is appropriate.

                                      D-8
<PAGE>
16. Amendment and Discontinuation of the Plan. The Committee may from time to
time amend, suspend or terminate the Plan or any Option; provided, however,
that, any amendment to the Plan shall be subject to the approval of the
Company's shareholders if such shareholder approval is required by any federal
or state law or regulation (including, without limitation, Rule 16b-3 under the
Exchange Act, or to comply with Section 162(m) of the Code) or the rules of any
Stock exchange or automated quotation system on which the Common Stock may then
be listed or granted. Except to the extent provided in Sections 9 and 10 hereof,
no amendment, suspension or termination of the Plan or any Option issued
hereunder shall substantially impair the rights or benefits of any Optionee
pursuant to any Option previously granted without the consent of such Optionee.

17. Effective Date and Termination Date. The expiration date of the Plan, on and
after which no Options may be granted, shall be the tenth anniversary of the
Effective Date; provided, that the administration of the Plan shall continue in
effect until all matters relating to Options previously granted have been
settled.

* * *

                                      D-9
<PAGE>
                                 ZENASCENT, INC.
                               One Montauk Highway
                           Southampton, New York 11968

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Cedric Kushner and James DiLorenzo, or either of
them, as attorneys-in-fact and proxies to vote all shares of common stock, $0.01
par value, of Zenascent, Inc., a Delaware corporation which are outstanding and
issued in the name of the undersigned and which the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held on ______ 25, 2003 at
12:00 p.m. local time, at the offices of Sichenzia Ross Friedman, Ference, LLP,
1065 Avenue of the Americas, New York, New York 10018, and any postponement or
adjournment thereof. The undersigned hereby instructs and authorizes these
attorneys-in-fact to vote the shares as indicated on the following pages of this
proxy.

The shares represented by this proxy will be voted in accordance with the
instructions contained on the following pages. If no instructions are given, the
shares will be voted "FOR" approval of the matters to be voted on at the Annual
Meeting, as fully described in the Notice of the Annual Meeting of Shareholders
and accompanying proxy statement, which the undersigned has received together
with this form of proxy.

If there is proposed any adjournment or postponement of the Annual Meeting to
permit further solicitation of proxies with respect to approval of the matters
to be voted on at the Annual Meeting, the shares will be voted "FOR" adjournment
or postponement if the shares represented by this proxy were to be voted "FOR"
approval of the matters to be voted on at the Annual Meeting (including if there
were no specifications), and "AGAINST" adjournment or postponement if the shares
represented by this proxy were to be voted "AGAINST" approval of the matters to
be voted on at the Annual Meeting.

              (Continued on pages 2 - 4 and to be signed on page 4)

                                      D-10
<PAGE>

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE PROPOSALS DESCRIBED
BELOW ARE IN YOUR BEST INTERESTS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
THE DIRECTOR NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSALS 2 THROUGH 9.

Please mark your vote as indicated in the example: /X/

1. A vote to elect three directors to hold office until the 2003 Annual Meeting:
01 - Cedric Kushner; 02 - James DiLorenzo; 03 - Steven Angel;

/ / For All Nominees

/ / Withhold All Nominees

/ / Withhold Authority To Vote For Any Individual Nominee.
                                 (Write Number(s) of Nominees Below)

                                       (Use Number Only)

<TABLE>
<CAPTION>

                                                                                  FOR        AGAINST         ABSTAIN
<C>                                                                              <C>       <C>             <C>
2.    Amendment of the Company's Certificate of Incorporation to delete any
      reference to the Company's business purpose as relating to golfing
      equipment or apparel.
                                                                                  /  /        /  /            /  /
3.    Amendment of the Company's Certificate of Incorporation to reclassify the
      Company's Class A Common Stock and Class B Common Stock as a Single Class
      of Common Stock.
                                                                                 /  /       /  /            /  /
</TABLE>
              (Continued on pages 3 - 4 and to be signed on page 4)

                                      D-11
<PAGE>
<TABLE>
<CAPTION>
<C>                                                                              <C>       <C>             <C>
4.    Amendment of the Company's Certificate of incorporation to increase the
      Company's authorized shares of Common Stock to 100,000,000 shares.
                                                                                 /  /      /  /             /  /
5.    Amendment of the Company's Certificate of Incorporation and By-Laws to
      replace the Company's classified Board of Directors with an unclassified
      Board of Directors.
                                                                                 /  /      /  /             /  /

6.    Amendment of the Company's Certificate of Incorporation and By-Laws to
      permit the Company's shareholders to take action by written consent in
      lieu of a meeting.
                                                                                 /  /      /  /             /  /
7. Adoption of the Company's 2002 Stock Option Plan.
                                                                                 /  /      /  /             /  /

8.    Ratification of the appointment of BDO Seidman, LLP as independent
      auditors for the Company for the current fiscal year.
                                                                                 /  /      /  /             /  /
</TABLE>
                     (Continued and to be signed on page 4)

                                      D-12
<PAGE>
<TABLE>
<CAPTION>
<C>                                                                              <C>       <C>             <C>
9.    To transact such other business as may properly be presented at the Annual
      Meeting or any adjournment or postponement thereof.
                                                                                 /  /      /  /             /  /

</TABLE>

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
DATE, SIGN AND PROMPTLY MAIL THIS PROXY CARD IN THE ENCLOSED SELF-ADDRESSED,
PREPAID RETURN ENVELOPE SO THAT YOUR SHARES CAN BE REPRESENTED AT THE ANNUAL
MEETING.

RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.

THIS PROXY MAY BE REVOKED PRIOR TO ITS USE. PLEASE DATE, SIGN AND MAIL THIS
PROXY CARD IN THE ENCLOSED ENVELOPE

SIGNATURE(S) OF SHAREHOLDER(S)

                                     DATED:

Please sign exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

                                      D-13
<PAGE>




                                  End of Filing

