ZENASCENT INC
LETTER
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>10
<FILENAME>e817176.txt
<DESCRIPTION>LETTER
<TEXT>
                                                                    Exhibit 10.5


                                 ZENASCENT, INC.
                         10 WEST 33RD STREET, SUITE 705
                            NEW YORK, NEW YORK 10001


April 25, 2002

Livingston Investments, LLC
241 Bradley Place
Palm Beach, Florida 33480
Attention:  Chester F. English

Dear Chester:

      This Letter will confirm our agreement and understanding concerning
certain transactions contemplated by the Amended and Restated Agreement and Plan
of Merger, dated as of February 21, 2002 (as the same may be amended from time
to time, the "Merger Agreement"), by and among Zenascent, Inc., a Delaware
corporation ("Zenascent"), Zenascent Newco Inc., a Delaware corporation, Cedric
Kushner Boxing, Inc., a Delaware corporation of which Livingston Investments,
LLC, a Florida limited liability company ("Livingston"), is a shareholder,
Cedric Kushner Promotions, Ltd., a New York corporation, Cedric Kushner and
James DiLorenzo. Capitalized terms used herein without definition shall have the
respective meanings set forth in the Merger Agreement.

      1. Background. Pursuant to Section 1.3 of the Merger Agreement, in
connection with the consummation of the Merger, Livingston, as a shareholder of
Boxing, is to be issued 22,337.68 shares of Series C Stock, convertible, as of
the date of issuance, into an aggregate of 2,233,768 shares of Acquiror Common
Stock, and a warrant (the "Livingston Warrant") to purchase, as of the date of
issuance, 1,000,000 shares of Acquiror Common Stock (collectively, the
"Consideration"). As Livingston is aware, Zenascent does not, as of the date
hereof, have authorized and available for issuance a sufficient number of shares
of Acquiror Common Stock to both effect the conversion of the Consideration into
Acquiror Common Stock and to cover its other outstanding obligations to issue
Acquiror Common Stock upon the exercise or conversion, as applicable, of other
outstanding securities convertible into, and options and warrants exercisable
for, Acquiror Common Stock (collectively. the "Other Rights"). In recognition of
this fact, Section 5.13 of the Merger Agreement provides that Zenascent shall
use its best efforts to secure approval by its stockholders, as promptly as is
practicable following the Effective Date, of an amendment to its Certificate of
Incorporation (the "Amendment") that, inter alia, effectuates an increase in the
number of shares of Acquiror Common Stock authorized thereunder so as to have
authorized and available for issuance a sufficient number of shares of Acquiror
Common Stock to fully cover the conversion or exercise, as applicable, of the
Consideration and all Other Rights outstanding as of the Effective Date.

      2. Restriction on Conversion. In order to facilitate the consummation of
the Merger, including, without limitation, the transactions contemplated by
Sections 1.3 and

<PAGE>


5.13 thereof, as well as the making of all necessary filings, and the obtaining
of all necessary governmental approvals, in connection therewith, Livingston
hereby agrees that neither Livingston nor any of its Affiliates shall seek,
whether directly or indirectly, to convert any of its shares of Series C Stock
into Acquiror Common Stock until the later of (a) April 25, 2003 and (b) such
time as the Amendment has become effective following its due approval by the
stockholders of Zenascent. In addition, Livingston hereby agrees that neither
Livingston nor any of its Affiliates shall seek, whether directly or indirectly,
to exercise the Livingston Warrant until the later of (a) September 25, 2002 and
(b) such time as the Amendment has become effective following its due approval
by the stockholders of Zenascent.

      3. Transfer of Consideration. The Consideration may not be assigned or
transferred except to a person who executes a written agreement with Zenascent
containing restrictions in form and substance identical to those of Paragraph 2
hereof. Any such assignment or transfer in violation of this Paragraph 3 shall
be null and void.

      4. Entire Agreement; Modification. This Letter, together with the Merger
Agreement, contains the entire agreement, and supersedes all prior agreements
and understandings, oral or written, between the parties hereto with respect to
the subject matter hereof. This Letter may not be changed, modified, extended or
terminated except upon written amendment duly approved in writing by each of the
parties hereto.

      5. Severability. If any term, provision, covenant or restriction of this
Letter is held by a court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory policy, the remainder of
this Letter shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

      6. Binding Effect; Assignment. This Letter shall inure to the benefit of,
and shall be binding upon, the parties hereto and their respective successors,
permitted assigns, heirs and legal representatives. The rights and obligations
of a party hereunder may not be transferred or assigned without the prior
written approval of the other party hereto.

      7. Choice of Law; Jurisdiction. All questions pertaining to the validity,
construction, execution and performance of this Letter shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the conflicts of laws provisions thereof. The parties hereby submit to the
exclusive jurisdiction of the United States District Court for the Southern
District of New York or, if jurisdiction in such court is lacking, the courts of
the State of New York sitting in New York County (as well as all appropriate
appellate courts) in connection with the adjudication of any controversy or
claim arising from, out of or relating to, this Letter or the breach hereof.

      8. Counterparts. This Letter may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

                        [Signatures follow on next page]


<PAGE>


      If this Letter correctly sets forth our understanding with respect to the
subject matter addressed herein, please execute this Letter on behalf of
Livingston in the space provided below, whereupon it shall become a binding
agreement between Zenascent and Livingston.

                                    Very truly yours,

                                    ZENASCENT, INC.


                                    By:/s/Steven Angel
                                       -----------------------------------------
                                       Name: Steven Angel
                                       Title:   Secretary

Agreed to and accepted as of the
date first written above:

LIVINGSTON INVESTMENTS, LLC


/s/Chester F. English
-----------------------------------
Chester F. English, Managing Member


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