EXHIBIT 10.46

Cedric Kushner Promotions, Inc.

1414 Avenue of the Americas
Suite 1402
New York, NY 10019
Tel: (212) 755-1944
Fax: (212) 755-1989

______________
______________
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December ___, 2003


Dear _________:

Reference  here is made to your  proposed  investment  of $________  into Cedric
Kushner  Promotions,  Inc. In order to execute  this  transaction  properly  the
company felt obligated to provide you with  supplemental  information to further
assist  you.  Please  review  the  following  disclosure  carefully,  allow your
advisors to review such  disclosure and make sure you completely  understand the
information contained therein.

     "As a result of the events  surrounded the filing of our Form 10-KSB on May
     20, 2003 and Form 10-KSB/a  filed on May 23, 2003, the Company was informed
     by the staff of the  Securities  and  Exchange  Commission,  On October 21,
     2003,  that it  intends  to  recommend  that the  Commission  bring a civil
     injunction action against Cedric Kushner Promotions,  Inc. and its officers
     and directors,  alleging that they violated Section 10(b) of the Securities
     Exchange Act of 1934 and  Exchange  Rule 10b-5  thereunder.  The staff also
     alleges that the officers  violated  Section  302(a) of the Public  Company
     Accounting  Reform and  Investors  Protection  Act of 2002 and Exchange Act
     Rule 13a-14  thereunder.  In addition,  the staff further  alleges that the
     officers and directors aided and abetted Cedric Kushner Promotions,  Inc.'s
     violation of the Exchange Act Sections 13(a), 13(b) (2) (A), 13 (b) (2) (B)
     and Exchange Act Rules 12b-20 and 13a-1 thereunder."

Please sign the bottom of this  document  reflecting  your  acknowledgement  and
understanding of the information disclosed.

Sincerely,


/s/ Cedric Kushner
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Cedric Kushner
President


ACKNOWLEDGED AND ACCEPTED BY:

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