                           CERTIFICATE OF AMENDMENT OF

               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                                       OF

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                         CEDRIC KUSHNER PROMOTIONS, INC.

(Pursuant to ss. 151(g) of the General Corporation Law of the State of Delaware)

     Cedric   Kushner   Promotions,    Inc.,   a   Delaware   corporation   (the
"Corporation"), does hereby certify as follows:

     FIRST:  The current name of the  Corporation is Cedric Kushner  Promotions,
Inc.

     SECOND:  Section 1 of the  Certificate of Designation is hereby amended and
restated in its entirety to read as follows:

     "Section 1. Designation and Amount.  The shares of such series shall have a
     par  value  of  $0.01  per  share  and  shall  be  designated  as  Series B
     Convertible Preferred Stock (the "Series B Preferred Stock") and the number
     of shares constituting the Series B Preferred Stock shall be 467,476."

     THIRD: The first sentence of Section 4(a) of the Certificate of Designation
is hereby amended and restated in its entirety to read as follows:

     "In the event of any liquidation, dissolution or winding up of the Company,
     either  voluntarily  or  involuntarily,  the  Holders  shall be entitled to
     receive,  immediately after any distributions to Senior Securities required
     by  the  Company's  certificate  of  incorporation,   as  amended,  or  any
     certificate(s) of designation,  and prior in preference to any distribution
     to Junior Securities, but on parity with any distribution to the holders of
     Parity  Securities,  an aggregate amount equal to the sum of (i) $4,123,075
     and (ii) any due but unpaid  dividends on the Series B Preferred Stock (the
     "Liquidation Preference")."

     FOURTH: The amendments set forth above to the Corporation's  Certificate of
Amendment  of  Certificate  of  Designation  have been duly  adopted and written
consent thereto has been given in accordance with the provisions of Sections 228
and 141(f) of the General Corporation Law of the State of Delaware.

<PAGE>
     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be signed as of the 19th day of February, 2004.




                                              /s/Jim DiLorenzo
                                                 -------------
                                                 Jim DiLorenzo, Vice President

