CONTRIBUTION AND INDEMNIFICATION AGREEMENT

                   CONTRIBUTION AND INDEMNIFICATION AGREEMENT

          CONTRIBUTION AND INDEMNIFICATION   AGREEMENT, dated as of June 30, 2005

(the "Agreement"),   by and between Cedric Kushner   Promotions,   Inc., a Delaware

corporation   ("CKP") and World Wide South Beach,   LLC ("WWSB").   Each of CKP and

WWSB is hereinafter   sometimes   referred to as a "Guarantor" and together as the

"Guarantors".

                                   BACKGROUND

          WHEREAS, CKP is a party to that certain Guaranty and Pledge Agreement,

dated   as of   June   30,   2004,   as   amended   as of the   date   hereof   (the   "CKP

Guaranty"),   in favor of   Redwood   Holdings   Limited,   Platinum   Partners   Value

Arbitrage   Fund,   L.P.,   and WEC Partners LLC   (collectively,   the   "Investors")

pursuant to which, among other things, CKP provided a guaranty of payment to the

Investors   of the   capital   contribution   amount   of   $1,000,000   (the   "Capital

Contribution   Amount") to, among other things,   provide initial   financing under

that certain Limitied   Liability Company Agreement (the "LLC Agreement"),   dated

as of June 30, 2004, of Pledge This Holdings,   LLC, a Delaware limited liability

company (the "Company").

          WHEREAS, WWSB is a party to that certain Guaranty Agreement,   dated as

of June 30, 2005 (the "WWSB Guaranty" and,   together with the CKP Guaranty,   the

"Guarantees"),   in favor of the Investors pursuant to which, among other things,

WWSB provided a guaranty of payment to the Investors of the Capital Contribution

Amount.

          The Guarantors desire to make   arrangements by and between   themselves

to allocate the liability of the Guarantors under the Guarantees.

          NOW,   THEREFORE,   in consideration of the premises and intending to be

legally bound, the parties agree as follows:

     1.   Contribution and   Indemnification.   (a) The Guarantors   acknowledge and

agree that it is their   intention   that, if payment of any Capital   Contribution

Amount is required to be made pursuant to the Guarantees,   the aggregate   amount

of such   payments   (the   "Total   Liability   Amount")   shall be   shared   by,   and

allocated   between each of CKP and WWSB in accordance   with the   percentages set

forth opposite their respective names as set forth on Schedule A attached hereto

and   made   a   part   hereof   (such   percentage   hereinafter   referred   to as   the

"Designated   Percentage"   of   such   Guarantor).    Accordingly,    each   Guarantor

severally   agrees   (subject to the   provisions of Section 3 hereof) that, if any

required payment of the Total Liability   Amount (the "Required   Payment Amount")

is made by, or demanded of, a Guarantor   (the   "Claiming   Guarantor")   under the

Guarantees,   the   other   Guarantor   shall   immediately   indemnify   the   Claiming

Guarantor and pay the Claiming   Guarantor (if and only if the Claiming Guarantor

has made a payment under the Guaranty),   or by directly   paying the Investors or

any other third party   designated   by the Claiming   Guarantor   (if a payment has

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been demanded of the Claiming Guarantor, but the Claiming Guarantor has not made

such   payment),   an amount   equal to the   product   obtained by   multiplying   the

Required Payment Amount by the Designated Percentage of such other Guarantor. In

the event that both   Guarantors   are   required to make   payments of any Required

Payment Amount   pursuant to the Guaranty,   the Guarantors   shall, in good faith,

make such   adjustments   in the amounts   that each is   required   to pay   (whether

directly   pursuant   to the   Guaranty   or   pursuant   to the   provisions   of   this

Agreement),   so that each such   Guarantor   shall be required to pay no more than

his or her Designated Percentage of the aggregate Required Payment Amount.

       (b) When a Claiming Guarantor   receives a demand for payment,   or makes a

payment, under the Guaranty, as applicable, such Claiming Guarantor shall notify

the other   Guarantor,   which notice (the "Notice") shall constitute a demand for

payment from such other Guarantor pursuant to this Section 1 and shall contain a

copy of any payment notice   received by such Claiming   Guarantor and evidence of

any payment made.

       (c) Any   Guarantor   making a payment   pursuant to this Section 1 shall be

subrogated to the rights of the Claiming Guarantor, or such other third party to

whom such payment is made to the extent of such payment.

       (d) In the event   that one or both of the   Guarantors   becomes a party to

any action or proceeding in which claims are asserted against such   Guarantor(s)

seeking to require the Guarantor(s) to pay amounts pursuant to the Guaranty, the

other Guarantor (if applicable) agrees that, if the Guarantor(s)   brings a third

party   action   against any one or more of the other   Guarantor in such action or

proceeding   (in   which   the   basis of the   claim of the   third   party   plaintiff

Guarantor is that the other Guarantor (if   applicable)   are liable,   up to their

respective   Designated   Percentages,   for the claim being   asserted   against the

third party plaintiff Guarantor), the other Guarantor (if applicable): (i) shall

submit to the   jurisdiction   of the court in which such action or   proceeding is

pending;   and (ii)   unconditionally   waives   and   agrees not to assert by way of

motion,   as a defense or   otherwise   any claims that he or she is not subject to

the   jurisdiction of such court,   that such action is brought in an inconvenient

forum or that the venue of such action or proceeding is improper. Each Guarantor

irrevocably   waives trial by jury in connection with any such third party action

or proceeding.

       (e)   Notwithstanding   anything to the   contrary   herein,   or in any other

agreements   executed   concurrently   herewith,   any and all payments   owed to the

Investors ("Installment   Payments") pursuant to that certain Installment Payment

Agreement (the "Installment Payment   Agreement"),   dated as of June 30, 2004, as

amended   as of the   date   hereof,   are the   sole   responsibility   of CKP and are

outside the purview and scope of this   Agreement.   CKP   acknowledges   and agrees

that WWSB shall have no contribution or indemnification obligations with respect

to any   Installment   Payments,   and shall not be liable for such   payments.   CKP

agrees that, if any   Installment   Payment is made by, or demanded of, WWSB,   CKP

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shall   immediately   indemnify   WWSB and pay WWSB (if and only if WWSB has made a

payment),   or by   directly   paying   the   Investors   or   any   other   third   party

designated   by WWSB (if a payment has been   demanded   of WWSB,   but WWSB has not

made such   payment),   the   amount   of such   payment,   plus any   fees,   costs and

disbursements   incurred   by WWSB in   connection   with   the   enforcement   of this

Section 1(e).

     2.   Subrogation.   In   addition to all such   rights of   indemnification   and

subrogation   that the Guarantors may have unde