AGU Entertainment Corp.
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<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>v06854_ex10-2.txt
<TEXT>


                                                                    Exhibit 10.2

                              CONSULTING AGREEMENT

         This Consulting Agreement (herein the "Agreement") is entered into this
13th Day of September,  2004 by and between AGU  ENTERTAINMENT  CORP, a Colorado
corporation,  (herein "the Company") and KEVIN  WALTZER,  located at 17 Larkspur
Lane, Newtown, PA 18940, (herein "the Consultant").

RECITALS

         The Consultant  provides financial and strategic planning services (the
"Services") to private and public  companies.  The Company desires to obtain the
assistance  of the  Consultant,  and the  Consultant  is willing to provide such
assistance, with respect to the Services.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties, the Company and the Consultant hereby agree as follows:

I.       ENGAGEMENT

         The Company hereby engages and retains the Consultant as  non-exclusive
Business Consultant for and on behalf of the Company to perform the Services (as
that  term is  hereinafter  defined)  and the  Consultant  hereby  accepts  such
appointment  on the terms and  subject  to the  conditions  herein set forth and
agrees to use its best efforts in providing such Services.

II.      INDEPENDENT CONTRACTOR

         A     The  Consultant  is,  and  in  all  respects  deemed  to  be,  an
               independent   contractor  in  the   performance   of  its  duties
               hereunder,   any  law  of  any   jurisdiction   to  the  contrary
               notwithstanding.

         B     The  Consultant  will not,  by reason  of this  Agreement  or the
               performance of the Services,  be or be deemed to be, an employee,
               agent, partner, co-venturer or controlling person of the Company,
               and the Consultant will have no power to enter into any agreement
               on behalf of or otherwise bind the Company.

         C     The  Consultant  will not have or be  deemed  to have,  fiduciary
               obligations  or duties to the Company and will be free to pursue,
               conduct  and carry on for its own  account (or for the account of
               others) such  activities,  employment  ventures,  businesses  and
               other  pursuits  as the  Consultant  in its  sole,  absolute  and
               unfettered discretion may elect.

         D     Notwithstanding  the above,  no  activity,  employment,  venture,
               business or other  pursuit of the  Consultant  during the term of
               this  Agreement will conflict with the  Consultant's  obligations
               under this  Agreement  or be adverse to the  Company's  interests
               during the term of this Agreement.

III.     SERVICES


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         The Consultant agree to provide the following,  hereafter  collectively
referred to as the "Services":

         A.    Assist the Company and/or any of its affiliates,  associates,  or
               co-brokers in strategic planning initiatives,  financial advisory
               services,  business  consulting  and such other  services  as the
               Company and the Consultant  decide.  If requested by the Company,
               the  Consultant  will agree to serve on an advisory  board of the
               Company.

         B.    Best  Efforts.  The  Consultant  will  devote  such time and best
               efforts  to the  affairs  of the  Company  as is  reasonable  and
               adequate to render the Services contemplated by this Agreement.

         C.    In conjunction with the Services, the Consultant agrees to:

               1.   Make itself available to the officers of the Company at such
                    mutually  agreed upon place during normal business hours for
                    reasonable  periods of time,  subject to reasonable  advance
                    notice and mutually convenient  scheduling,  for the purpose
                    of advising the Company in the  preparation of such reports,
                    summaries,   corporate  and/or  transaction  profiles,   due
                    diligence  packages and/or other material and  documentation
                    ("Documentation")  as will be  necessary,  in the opinion of
                    the  Consultant,  to  properly  present the Company to other
                    entities  and  individuals  that  could be of benefit to the
                    Company.

               2.   Make itself  available  for telephone  conferences  with the
                    principal financial sales and/or operating officer(s) of the
                    Company during normal business hours.

               3.   Advise the Company's  management in evaluating proposals and
                    participating in negotiations  with  prospective  investors,
                    investor groups or their agents.

IV.      EXPENSES

         Both the Consultant  and the Company will be responsible  for their own
         normal and reasonable  out-of-pocket  expenses.  "Normal and reasonable
         out-of-pocket   expenses"   will   include  but  are  not  limited  to:
         accounting,   long  distance   communication,   express  mail,  outside
         Consultant,  etc.,  and other costs  involved in the  execution of this
         Agreement.

V.       COMPENSATION

         Full compensation for all services hereunder shall be as follows:

         A.    500,000  shares of common  stock of the Company to be issued upon
               execution of this  Agreement.  The Shares offered  hereunder will
               not  be  registered   under  the  Securities  Act  or  under  the
               securities laws of any state or other jurisdiction.  As a result,
               the Shares cannot be transferred or otherwise disposed of without
               registration  under the  Securities  Act or, if  applicable,  the
               securities  laws of any  state or other  jurisdiction,  absent an
               otherwise applicable exemption there from, if any.

VI.      REPRESENTATIONS, WARRANTIES AND COVENANTS

         A.    EXECUTION.  The  Execution,  delivery  and  performance  of  this
               Agreement,  in the time and  manner  herein  specified,  will not
               conflict  with,  result in a breach of, or  constitute  a default
               under any existing agreement,  indenture,  or other instrument to
               which either entity may be bound or affected.

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         B.    Corporate  Authority.  Both the Company and the  Consultant  have
               full legal  authority to enter into this Agreement and to perform
               the same in the time and manner contemplated.

         C.    The individuals  whose signatures  appear below are authorized to
               sign this Agreement on behalf of their respective corporations.

         D.    The Company will cooperate with the Consultant, and will promptly
               provide the Consultant with all pertinent materials and requested
               information  in order for the  Consultant to perform its Services
               pursuant to this Agreement.

VII.     TERM AND TERMINATION

         A.    This  Agreement  shall be effective  upon its execution and shall
               remain in effect for One (1) year.

         B.    Either  party shall have the right to terminate  this  engagement
               hereunder by furnishing the other with a 30-day written notice of
               such termination.

         C.    However, no termination of this Agreement by the Company shall in
               any way  affect  the right of the  Consultant  to  receive,  as a
               result  of  its  services  rendered,   the  compensation  granted
               hereunder.

VIII.    CONFIDENTIAL DATA

         A.    The Consultant  shall not divulge to others,  any trade secret or
               confidential  information,   knowledge,  or  data  concerning  or
               pertaining  to the business and affairs of the Company,  obtained
               by the Consultant as a result of its engagement hereunder, unless
               authorized, in writing, by the Company.

IX.      OTHER MATERIAL TERMS AND CONDITIONS:

         A.    INDEMNITY.  Each party hereby  agrees to indemnify the other from
               any claims, losses or damages arising from any material breach of
               this  agreement.  Such  indemnification  shall include payment of
               judgments,  if any, and costs of legal  representation  and court
               costs, if any.

         B.    ADDITIONAL  INSTRUMENTS.  Each of the parties shall, from time to
               time, at the request of others, execute,  acknowledge and deliver
               to the other  party any and all further  instruments  that may be
               reasonably  required  to  give  full  effect  and  force  to  the
               provisions of this Agreement.

         C.    ENTIRE AGREEMENT.  Each of the parties hereby covenants that this
               Agreement is intended to and does  contain and embody  herein all
               of the  understandings  and Agreements,  both written or oral, of
               the  parties  hereby with  respect to the subject  matter of this
               Agreement,   and  that  there   exists  no  oral   agreement   or
               understanding   expressed  or  implied  liability,   whereby  the
               absolute,  final and  unconditional  character and nature of this
               Agreement shall be in any way invalidated, empowered or affected.
               There are no representations,  warranties or covenants other than
               those set forth herein.


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         D.    GOVERNING  LAWS.  This  Agreement  shall be deemed to be made in,
               governed by and  interpreted  under and construed in all respects
               in accordance with the laws of the State of Florida  irrespective
               of the country or place of domicile or residence of either party.
               In the event of  controversy  arising  out of the  interpretation
               construction,  performance  or  breach  of  this  Agreement,  the
               parties hereby agree and consent to the jurisdiction and venue of
               the  District or County  Court of Dade  County,  Florida;  or the
               United  States  District  Court  for  the  Southern  District  of
               Florida,  and further agree and consent that personal  service or
               process in any such action or proceeding  outside of the State of
               Florida and Dade County shall be  tantamount to service in person
               within   Dade   County,   Florida  and  shall   confer   personal
               jurisdiction and venue upon either of said Courts.

         E.    ASSIGNMENTS.  The  benefits of the  Agreement  shall inure to the
               respective  successors  and assigns of the parties  hereto and of
               the  indemnified  parties  hereunder  and  their  successors  and
               assigns and representatives,  and the obligations and liabilities
               assumed in this  Agreement by the parties hereto shall be binding
               upon their respective  successors and assigns;  provided that the
               rights and  obligations  of the Company under this  Agreement may
               not  be  assigned  or  delegated  without  prior  consent  of the
               Consultant,  and any such purported  assignment shall be null and
               void.  Notwithstanding  the  foregoing,  the  Consultant  may not
               assign  or  delegate  its   obligations  and  rights  under  this
               Agreement  without consent of the Company,  in the Company's sole
               discretion.

         F.    ORIGINALS.  This  Agreement  may be  executed  in any  number  of
               counterparts,  each of  which so  executed  shall  be  deemed  an
               original and  constitute  one and the same  agreement.  Facsimile
               copies with signatures shall be given the same legal effect as an
               original.

         G.    ADDRESSES OF PARTIES.  Each party shall,  at all times,  keep the
               other  informed of its  principal  place of business if different
               from that stated herein,  and shall promptly  notify the other of
               any  change,  giving the  address of the new place of business or
               residence.   The  address  of  the  respective   parties  follows
               hereunder:

                           AGU Entertainment Corp.
                           11077 Biscayne Blvd.
                           Suite 100
                           Miami, FL 33161
                           (305) 899-6100

                           Kevin Waltzer
                           17 Larkspur Lane,
                           Newtown, PA 18940

         H.    NOTICES.  All  notices  that  are  required  to be or may be sent
               pursuant  to the  provision  of this  Agreement  shall be sent by
               certified mail, return receipt requested, or by overnight package
               delivery service to each of the parties at the address  appearing
               herein, and shall count from the date of mailing or the validated
               air bill.


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         I.    MODIFICATION  AND WAIVER.  A modification or waiver of any of the
               provisions of this  Agreement  shall be effective only if made in
               writing and executed with the same  formality as this  Agreement.
               The failure of any party to insist upon strict performance of any
               of the provisions of this  Agreement  shall not be construed as a
               waiver of any subsequent default of the same or similar nature or
               of any other nature.

         J.    ATTORNEYS' FEES. If any arbitration, litigation, action, suit, or
               other  proceeding  is  instituted  to  remedy,  prevent or obtain
               relief from a breach of this  Agreement,  in relation to a breach
               of this  Agreement or pertaining to a declaration of rights under
               this  Agreement,  the  prevailing  party  will  recover  all such
               party's  attorneys'  fees incurred in each and every such action,
               suit or  other  proceeding,  including  any and  all  appeals  or
               petitions there from. As used in this Agreement,  attorneys' fees
               will be  deemed  to be the  full  and  actual  cost of any  legal
               services  actually  performed  in  connection  with  the  matters
               involved,   including   those   related  to  any  appeal  or  the
               enforcement of any judgment  calculated on the basis of the usual
               fee charged by attorneys performing such services.



IN WITNESS WHEREOF THE PARTIES HAVE DULY EXECUTED THIS CONSULTING AGREEMENT THIS
15TH DAY OF SEPTEMBER 2004


AGU ENTERTAINMENT CORP


/S/ DAVID LEVY                                    SEPTEMBER 13, 1004
------------------------------                    ------------------------------
DAVID LEVY, PRESIDENT                             DATED

/S/ KEVIN WALTZER                                 SEPTEMBER 15, 2004
------------------------------                    ------------------------------
KEVIN WALTZER                                     DATED




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