AGU Entertainment Corp.
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>v010420_ex10-4.txt
<TEXT>


                                  EXHIBIT 10.4


Tax Folio Nos. 19230 12 00100, 19230 12 00200, 19230 19 00200 & 19230 19 00300

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PREPARED  BY/RECORD AND RETURN TO: Howard L. Friedberg,  Esquire,  Katz, Barron,
Squitero,  Faust, Brecker,  Terzo,  Friedberg & Grady, P.A.; 2699 South Bayshore
Drive, 7th Floor Miami, Florida 33133; Telephone: (305) 856-2444.
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                    ASSIGNMENT OF RENTS, LEASES AND DEPOSITS

      THIS  ASSIGNMENT  is made  and  entered  into as of the AGU  ENTERTAINMENT
CORP., a Delaware corporation  ("Assignor"),  whose address is 3200 West Oakland
Park Boulevard,  Lauderdale  Lakes,  Florida 33311,  and Mitchell  Entertainment
Company, a Delaware limited liability company ("Assignee"), 7220 NW 36th Street,
Suite 100, Miami, Florida 33166, its successors and assigns.

                              W I T N E S S E T H:

      WHEREAS,  contemporaneously  herewith, Assignor has executed and delivered
to Assignee a Secured  Convertible  Term Note in the  principal  amount of Three
Million  and 00/100  Dollars  ($3,000,000.00)  (hereinafter  referred  to as the
"Note"),  secured by a Mortgage Deed and Security  Agreement  dated of even date
herewith  (hereinafter  referred  to as  the  "Mortgage"),  on the  property  of
Assignor in Broward County, Florida, the legal description of which is set forth
as follows:

              SEE LEGAL DESCRIPTION, ANNEXED HERETO AND MADE A PART
                              HEREOF AS EXHIBIT "A"

together  with all  buildings  and  improvements  now or  hereafter  constructed
thereon (all of such property being hereinafter  collectively referred to as the
"Property" or "Mortgaged Property"); and

WHEREAS, the Mortgage is a second mortgage, subject and subordinate only to that
certain  mortgage  of even date  herewith  in favor of  Charley  Zeches,  in her
capacity as Trustee of Lakes  Holding  Trust U/A dated July 27, 2001,  having an
outstanding  balance of $7,000,000,  and Assignment of Rents, Leases and Profits
(collectively, the "Zeches Mortgage"); and

<PAGE>

      WHEREAS,  as  additional  security  for the  Note and the  obligations  of
Assignor  thereunder,  Assignor  has executed  and  delivered  to Assignee  this
Assignment.

      NOW, THEREFORE, for value received and as security for the payment of said
obligations  of  Assignor,  Assignor,  for  itself  and for its  successors  and
assigns, does hereby transfer,  assign and deliver unto Assignee, its successors
and assigns,  all of the right, title and interest of Assignor in and to (1) all
leases,  subleases,  tenancies and any other agreement  affecting the use of the
Mortgaged  Property,  whether  written or oral,  now or hereafter  existing with
respect to any portion or portions of the Mortgaged Property,  together with any
renewals  or  extensions  thereof  and leases,  subleases,  tenancies,  and such
agreements in substitution  therefor (all of which are hereinafter  collectively
referred to as the "Leases" or "Assigned Leases" and singularly as "Lease"), (2)
all rents,  deposits,  issues,  profits and other  payments of every kind due or
payable  and to become  due or  payable to  Assignor  by virtue of the  Assigned
Leases,  or otherwise due or payable and to become due or payable to Assignor as
the result of any issue,  possession  or occupancy of any portion or portions of
the Mortgaged Property,  (3) all right, title and interest of Assignor in and to
all  guarantees  of the  Assigned  Leases  and (4) any  award  made in any court
proceeding  involving  any  of the  lessees  in any  bankruptcy,  insolvency  or
reorganization proceedings in any state or federal court.

      TO HAVE AND TO HOLD the same unto  Assignee,  its  successors and assigns,
until such time as the indebtedness secured by the Mortgage shall have been paid
in full, for the purpose of further and  collaterally  securing:  (1) payment of
the  indebtedness  evidenced  by the Note  together  with the  interest  on said
indebtedness;  (2) payment of all sums, with interest thereon, to become due and
payable to Assignee hereunder or under the provisions of the Mortgage, the Note,
or any other obligation of Assignor to Assignee now or hereafter  existing;  and
(3)  performance  and  discharge  of each and  every  obligation,  covenant  and
agreement  of Assignor  contained  herein,  or in the Note,  the  Mortgage,  any
associated loan document or any other  obligation of Assignor to Assignee now or
hereafter existing (hereinafter collectively referred to as the "Obligations").

      This instrument of Assignment is delivered and accepted upon the following
terms and conditions:

      1. Assignor's  License to Operate if no Event of Default.  This Assignment
shall  be and  constitute  an  absolute  assignment  effective  upon  execution,
however,  so long as no event of  default  shall  exist  under the  Obligations,
Assignor  shall  have a  revocable  license,  revocable  by  Assignee  upon  the
occurrence of an event of default under the Obligations, and to collect, receive
and apply for its own  account  all rents,  issues  and  profits  (the  "Rents")
accruing by virtue of the  Assigned  Leases,  and to execute and deliver  proper
receipts and acquittances therefor,  provided, however, that without the written
consent of Assignee, Assignor shall not collect any installment of rent or other
required sums, in advance,  other than a security deposit and rent for the first
and last  month of any  lease  or  sublease  term  (hereinafter  referred  to as
"Permitted Advance Rental Payments"). As to any security deposits and/or prepaid
rents, Assignor shall furnish to Assignee, upon Assignee's request, satisfactory
evidence that Assignor has  maintained  such security  deposits  and/or  prepaid
rents in accordance with the requirements of Florida law.

                                       2
<PAGE>

      2. Assignee's Rights in Event of Default.

      2.1  Immediately  upon the  occurrence  of any event of default  under the
Obligations,  the revocable  license  described in paragraph 1 above shall cease
and  terminate  upon  demand and notice  made by  Assignee,  and, in such event,
Assignee,  subject to the rights of the mortgagee under the Zeches Mortgage,  is
hereby expressly and irrevocably  authorized to enter and take possession of the
Rents, or by written notice served personally upon or sent by registered mail to
Assignor as Assignee may elect, without further authorization,  notice or demand
and without  the  commencement  of any action to  foreclose  the  Mortgage or to
exercise its power of sale thereunder.

      2.2 Assignor does hereby  constitute  and appoint  Assignee,  irrevocably,
with full power of substitution  and revocation,  its true and lawful  attorney,
coupled with an  interest,  for it and in its name,  place and stead,  to do and
perform  any or all of the  following  actions,  as fully  for all  intents  and
purposes, as it could do if personally present,  hereby ratifying and confirming
all that its said attorney or its substitution  shall lawfully do or cause to be
done by virtue hereof:

            (a) manage and operate the Property or any part thereof;

            (b) lease any part or parts  thereof for such  periods of time,  and
      upon such terms and  conditions as Assignee  may, in its sole  discretion,
      deem proper;

            (c) enforce, cancel or modify any of the Leases;

            (d)  demand,  collect,  sue for,  attach,  levy,  recover,  receive,
      compromise and adjust, and make, execute and deliver receipts and releases
      for all rents,  issues,  profits and other amounts that may then be or may
      thereafter  become due,  owing or payable  with respect to the Property or
      any part thereof from any present or future lessees,  tenants,  subtenants
      or occupants thereof;

            (e) institute, prosecute to completion or compromise and settle, all
      summary proceedings, actions for rent or for removing any and all lessees,
      tenants,  subtenants  or  occupants  of the  Property or any part or parts
      thereof;

            (f) enforce or enjoin or restrain the violation of any of the terms,
      provisions  and  conditions  of any  Lease  or  Leases,  now or  hereafter
      affecting the Property or any part thereof;

            (g) make such  repairs and  alterations  to the Property as Assignee
      may, in its reasonable discretion, deem proper;

            (h) pay,  from and out of rents,  issues and  profits  collected  in
      respect of the Property or any part  thereof,  or from or out of any other
      funds, the rent and all other charges required to be paid under any ground
      leases  on  which  the  Mortgage  may   constitute  a  lien,   any  taxes,
      assessments, water rates, sewer rates, or other government charges levied,
      assessed or imposed against the Property, or any portion thereof, and also
      any and all other charges, costs and expenses which it may be necessary or
      advisable  for  Assignee  to pay in the  management  or  operation  of the
      Property, including without limiting the generality of any rights, powers,
      privileges and authority  hereinbefore or hereinafter conferred) the costs
      of repairs and  alterations,  commissions  for renting the Property or any
      portions thereof, any legal expenses in enforcing claims, preparing papers
      or for any other services that may be required; and

                                       3
<PAGE>

            (i) generally,  do, execute and perform any other act, deed,  matter
      or thing  whatsoever that ought to be done,  executed and performed in and
      about or with  respect to the  Property,  as fully as  Assignor  might do,
      provided,  however,  that any  action,  or failure  or refusal to act,  by
      Assignee  under this  Assignment  shall be at its election and without any
      liability on its part.

      2.3  Assignee  shall  apply the net amount of rents,  issues  and  profits
received  by it from the  Property,  after  payment  of all  costs  and  charges
incurred  by  Assignee  (including  any  liability,   loss,  expense  or  damage
hereinafter referred to in paragraph 5 hereof),  first to the payment, when due,
of the  installments  of interest  payable under the Note and  thereafter to the
payment  of  principal  thereunder.  Any of  such  funds  remaining  after  such
application shall be paid as soon as reasonably  practicable by Assignee to such
persons as Assignor may designate to Assignee in writing.

      2.4 Assignee  shall be  accountable  to Assignor only for monies  actually
received by Assignee  pursuant to this  Assignment  and the  acceptance  of this
Assignment shall not constitute a satisfaction of any indebtedness, liability or
obligations, or any part thereof, now or hereafter owed by Assignor to Assignee,
except to the extent of amounts  actually  received  and  applied by Assignee on
account of the same.

      2.5 The rights and powers of Assignee  hereunder shall continue and remain
in full  force and  effect  until all  amounts  secured  hereby,  including  any
deficiency resulting from foreclosure sale, are paid in full, and shall continue
after   commencement  of  foreclosure  and  after  foreclosure  sale  and  until
expiration of the equity of redemption,  notwithstanding sale of the Property to
a purchaser other than Assignee. Assignee shall not be liable to Assignor or any
one claiming under or through Assignor by reason of anything done or left undone
by Assignee hereunder.

      3. Attornment of Lessees in Event of Default.  ASSIGNOR HEREBY IRREVOCABLY
DIRECTS EACH LESSEE  AND/OR  SUBLESSEE  UNDER EACH OF THE LEASES UPON DEMAND AND
NOTICE FROM ASSIGNEE OF AN EVENT OF DEFAULT UNDER ANY OF THE OBLIGATIONS, TO PAY
ASSIGNEE ALL RENTS,  DEPOSITS  AND PROFITS  ACCRUING OR DUE UNDER ITS LEASE FROM
AND AFTER THE RECEIPT OF SUCH DEMAND AND NOTICE.  ANY LESSEE MAKING SUCH PAYMENT
TO ASSIGNEE SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO OR DETERMINE THE ACTUAL
EXISTENCE OF ANY SUCH EVENT OF DEFAULT(S) CLAIMED BY ASSIGNEE.

      4. Covenants of Assignor.  Assignor, for itself and for its successors and
assigns, covenants and warrants as follows:

                                       4
<PAGE>

            (a) that each of the Leases now or  hereafter in effect is and shall
      be a valid and  existing  lease or  sublease  and that there  are,  to the
      extent  ascertainable  by Assignor,  no defaults on the part of any of the
      parties thereto;

            (b) that Assignor has not sold, assigned, transferred,  mortgaged or
      pledged any of the rents,  issues or profits from the Property or any part
      thereof,  whether now or hereafter  to become due, to any person,  firm or
      corporation other than Assignee;

            (c) that no rents, issues,  deposits or profits of the Property,  or
      any part  thereof,  becoming due  subsequent  to the date hereof have been
      collected  nor has  payment of any of the sums been  anticipated,  waived,
      released, discounted or otherwise discharged or compromised;

            (d) that Assignor will not assign,  pledge or otherwise encumber any
      of the  Leases or any of the rents  thereunder  unless  the prior  written
      consent  of  Assignee  shall  have been  obtained  thereto  and unless the
      instrument creating such assignment, pledge or encumbrance shall expressly
      state that the same is subject to this Assignment;

            (e) that Assignor will not, without in each case having obtained the
      prior  written  consent  of  Assignee,  which  shall  not be  unreasonably
      withheld,  enter  into any new lease  agreement,  with  respect to a 5,000
      square  foot or  greater  portion  of the  Property  or with  respect to a
      portion of the Property  which is less than 5,000 square feet,  unless the
      rent payable under such lease  agreement  represents the fair market value
      for the lease of a space of similar size and character to the space rented
      under such lease  agreement,  or amend,  modify,  terminate  or accept any
      surrender of any Lease;

            (f) that Assignor will not waive or give any consent with respect to
      any default or variation in the performance of any of the terms, covenants
      and  conditions  on the part of any  lessee,  sublessee,  tenant  or other
      occupant  to be  performed  under any of the Leases  without  the  written
      consent of  Assignee,  but will at all times take proper  steps to enforce
      all of the provisions and conditions thereof;

            (g) that Assignor will not collect or receive,  without in each case
      having  obtained the prior written consent of Assignee  thereto,  from any
      such lessee, sublessee,  tenant or other occupant, any installment of rent
      in advance of the respective  dates  prescribed in the Leases,  except for
      Permitted Advance Rental Payments;

            (h) that Assignor will perform and observe, or cause to be performed
      and observed, all of the terms, covenants and conditions on its part to be
      performed and observed with respect to each of the Leases;

                                       5
<PAGE>

            (i) that at all  times  during  which  this  Assignment  shall be in
      effect,  Assignor  will use its best  efforts to keep the  Property  fully
      rented at the highest possible rentals obtainable;

            (j) that  Assignor will notify  Assignee  promptly when any Lease is
      hereafter  executed,  extended,  renewed,  amended or modified and that it
      will furnish to Assignee,  on demand,  true copies of all Leases hereafter
      executed  and true  copies  of each  agreement  or  letter  effecting  the
      renewal, amendment or modification of any Assigned Lease;

            (k) any Leases  hereafter  executed shall provide that within thirty
      (30) days after  written  request from Assignee (i) the lessee shall agree
      to  furnish  to  Assignee  a  financial  statement  on a  form  reasonably
      satisfactory to Assignee and such other  documentation which would reflect
      the status of the Lease and/or the financial  condition of such lessee and
      (ii)  Assignor  and such  lessee  shall  agree to amend  the Lease to make
      reasonable changes required by Assignee provided, however, such changes do
      not materially alter the terms and conditions of the Lease; and

            (l) not to enter into any new lease agreement with any operating dry
      cleaner  or  gasoline  service  station  or any  similar  type or types of
      establishment  without first  obtaining  the written  consent of Assignee,
      which may be withheld by Assignee, in its sole and absolute discretion.

      Assignor   acknowledges   and  agrees  that  the  approval   (directly  or
indirectly)  of any Lease by Assignee  shall not be  construed  in any manner to
create any  liability  or  responsibility  as to Assignee in the event that such
Lease or the  tenant  thereunder  should  default.  The  review  of any Lease by
Assignee shall be solely for  Assignee's own purposes,  shall not constitute any
representation  by  Assignee  as to  the  subject  Lease  or as  to  the  tenant
thereunder  and may not and shall not be relied  upon by Assignor in any manner.
Assignee  shall  independently  review  and  approve  any Lease  and the  tenant
thereunder prior to execution thereof by Assignor.

      5. Indemnification.

      5.1  Assignor  hereby  agrees  to  indemnify,  defend,  and hold  Assignee
harmless  (except  to the  extent  caused by the  gross  negligence  or  willful
misconduct of the Assignee)  (a) against and from any and all  liability,  loss,
damage and expense,  including reasonable attorneys' fees, which it may or shall
incur under or in connection with any of the Leases,  or by reason of any of the
Obligations,  or by  reason of any  action  taken by  Assignee  under any of the
Obligations  (including,  without  limitation,  any action which Assignee in its
discretion may take to protect its interest in the Property,  including, without
limitation,  the  making of  advances  and the  entering  into of any  action or
proceeding arising out of or connected with the Leases or the Obligations),  and
(b)  against  and from any and all  claims and  demand  whatsoever  which may be
asserted against  Assignor by reason of any alleged  obligations or undertakings
on its part to perform or discharge any of the terms,  covenants and  conditions
contained in any of the Leases.

                                       6
<PAGE>

      5.2 Should Assignee incur any such liability, loss, damage or expense, the
amount  thereof,  together with interest  thereon at the highest rate  permitted
under  Florida law,  shall be payable by Assignor to Assignee  immediately  upon
demand, or at the option of Assignee, Assignee may reimburse itself therefor out
of any rents, issues or profits of the Property collected by Assignee.

      5.3 Nothing  contained  herein  shall  operate or be construed to obligate
Assignee to perform any of the terms,  covenants or conditions  contained in any
Lease, or to take any measures, legal or otherwise, to enforce collection of any
of said rents or other  payments,  or  otherwise to impose any  obligation  upon
Assignee  with respect to any of said Leases,  including but not limited to, any
obligation arising out of any covenant of quiet enjoyment therein contained.

      5.4 Prior to actual  entry into any taking  possession  of the Property by
Assignee,  this  Assignment  shall  not  operate  to  place  upon  Assignee  any
responsibility  for the operation,  control,  care,  management or repair of the
Property,  and the  execution of this  Assignment by Assignor  shall  constitute
conclusive  evidence that all  responsibility  for the operation,  control care,
management  and repair of the Property is and shall be that of Assignor prior to
such actual entry and taking of possession.

      6. Exercise of Remedies. Failure of Assignee to avail itself of any of the
terms, covenants and conditions of this Assignment for any period of time, or at
any time or times, shall not be construed or deemed to be a waiver of any of its
rights hereunder.  The rights and remedies of Assignee under this Assignment are
cumulative  and are not in lieu of but are in addition  to any other  rights and
remedies  which  Assignee  shall  have  under or by  virtue  of any other of the
Obligations. The rights and remedies of Assignee hereunder may be exercised from
time to time and as often as such exercise is deemed expedient.

      7. Assignment by Assignee.  Assignee shall have the right to assign to any
subsequent  holder of the  Mortgage,  or to any  person  acquiring  title to the
Property,  Assignor's rights, title and interest in any Lease or sublease hereby
or hereafter assigned,  subject,  however, to the provisions of this Assignment.
After  Assignor  shall have been barred and  foreclosed of all right,  title and
interest and equity of  redemption in said  Property,  no assignee of Assignor's
interest  in said Leases  shall be liable to account to Assignor  for any rents,
income, revenue, issues or profits thereafter accruing.

      8.  Termination  of  this  Agreement.  Upon  payment  in  full  of all the
indebtedness secured by the Mortgage, as evidenced by a recorded satisfaction or
release of Mortgage,  as well as any sums which may be payable  hereunder,  this
Assignment shall become and be void and of no further effect and, in that event,
upon the  request of  Assignor,  Assignee  covenants  to execute  and deliver to
Assignor  instruments  effective to evidence the  termination of this Assignment
and/or the reassignment to Assignor of the rights,  power and authority  granted
herein.

      9. No Merger of Assigned Leases. As against Assignee,  at all times during
which this Assignment shall be in effect, there shall be no merger of the Leases
or the leasehold  estate created  thereby with the fee estate in the Property by
reason of the fact that the Leases or any interest therein may be held by or for
the account of any person,  firm or corporation which may be or become the owner
of said fee estate, unless Assignee shall consent in writing to said merger.

                                       7
<PAGE>

      10.  Notice.  Any notice,  demand,  request or other  communication  given
hereunder or in  connection  herewith  (hereinafter  "Notices")  shall be deemed
sufficient  if in writing and sent by  registered  or  certified  mail,  postage
prepaid, return receipt requested, addressed to the party to receive such Notice
at the  addresses  set forth in this  Section,  or at such other address as such
party may hereafter  designate by Notice given in like fashion.  Notice shall be
deemed given when mailed.  Notwithstanding the foregoing, routine communications
such as ordinary distribution checks,  copies of documents,  etc. may be sent by
ordinary  first-class mail.  Notwithstanding  anything in this instrument to the
contrary, all requirements of notice shall be deemed inapplicable if Assignee is
prevented from giving such notice by bankruptcy or any other  applicable law. In
such event,  the cure period,  if any, shall then run from the occurrence of the
event or condition of default  rather than from the date of notice.  The initial
addresses are as follows:


                                       8
<PAGE>

         If to Assignor:            AGU Entertainment Corp.
                                    3200 West Oakland Park Boulevard
                                    Lauderdale Lakes, Florida  33311
                                    Attention:  Chief Financial Officer
                                    Facsimile:

                  with a copy to:

                                    Bruce C. Rosetto, Esq.
                                    Blank Rome LLP
                                    1200 North Federal Highway, Suite 417
                                    Boca Raton, Florida  33432
                                    Facsimile:  (561)417-8186

         If to Assignee:            Mitchell Entertainment Company
                                    7220 NW 36th Street, Suite 100
                                    Miami, Florida  33166
                                    Attention:  Jonathan E. Mitchell
                                    Facsimile:  (305) 591-9657

                  with a copy to:

                                    Mitchell Entertainment Company
                                    11601 Wilshire Boulevard, Suite 2400
                                    Los Angeles, California  90025
                                    Attention:  Jonathan E. Mitchell
                                    Facsimile:  (310) 473-0076

                                    Robert S. Barry, Jr., Esq.
                                    Loeb & Loeb LLP
                                    10100 Santa Monica Boulevard, Suite 2200
                                    Los Angeles, California  90067
                                    Facsimile:  (310) 282-2200

                                    Howard L. Friedberg, Esq.
                                    Katz, Barron etal
                                    2699 South Bayshore Drive, 7th Floor
                                    Miami, Florida 33133
                                    Facsimile (305) 285-9227

      11. Miscellaneous Provisions.

      11.1  Whenever  the context so  requires,  reference  herein to the neuter
gender shall  include the masculine  and/or  feminine  gender,  and the singular
number shall include the plural.

                                       9
<PAGE>

      11.2  All of the  provisions  of  this  Assignment  shall  be  deemed  and
construed to be "conditions"  and  "covenants" as though the words  specifically
expressing  or importing  covenants  and  conditions  were used in each separate
provision hereof.

      11.3 This Assignment is being delivered and is intended to be performed in
the State of Florida and shall be construed and enforced in accordance  with and
governed by the internal laws (and not the law of conflicts) of such state.

      11.4 No change, amendment, modification, cancellation or discharge hereof,
or of any part  hereof,  shall be valid  unless  Assignee  shall have  consented
thereto in writing.

      11.5 In the event there is any conflict  between the terms and  provisions
of the Mortgage and the terms and provisions of this  Assignment,  the terms and
provisions of this Assignment shall prevail.

      11.6 The terms, covenants,  and conditions contained herein shall inure to
the benefit of, and bind Assignee and Assignor and their  respective  successors
and assigns or executors,  administrators,  successors and assigns,  as the case
may be.

      11.7 The captions of this  Assignment  are for  convenience  and reference
only and neither in any way define,  limit, or describe the scope or interest of
this Assignment nor in any way affect this Assignment.

      11.8  In  case  any  one or  more  of the  provisions  contained  in  this
Assignment  are,  or shall for any  reason be held to be,  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not  affect  any other  provision  hereof or  thereof,  but each  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
included.

      11.9  The  rights  and  remedies  in  favor of  Assignee  granted  by this
Assignment  shall  be in  addition  to and  shall  not in any way  constitute  a
limitation upon the rights and remedies  available to Assignee under  applicable
law,  including  without  limitation  all rights under Chapter  697.07,  Florida
Statutes,  regarding  assignment  of rents and all  rights  under  Chapter  702,
Florida Statutes, regarding foreclosure actions.

      11.10  Assignee may take or release other  security for the payment of the
Obligations,  and,  may  release  any  party  primarily  or  secondarily  liable
therefore,  and, may apply any other security held by it to the  satisfaction of
the Obligations, without prejudice to any of its rights under this Assignment.

      ASSIGNOR AND ASSIGNEE HEREBY MUTUALLY, KNOWINGLY, WILLINGLY, INTENTIONALLY
AND  VOLUNTARILY  WAIVE  THEIR  RIGHT TO  TRIAL  BY JURY  AND NO  PARTY  NOR ANY
ASSIGNEE,  SUCCESSOR,  HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM
ARE  HEREINAFTER  COLLECTIVELY  REFERRED TO AS THE "PARTIES")  SHALL SEEK A JURY

                                       10
<PAGE>

TRIAL  IN  ANY  LAWSUIT,  PROCEEDING,   COUNTERCLAIM  OR  ANY  OTHER  LITIGATION
PROCEEDING  BASED UPON OR ARISING OUT OF THIS  ASSIGNMENT OR ANY ASSOCIATED LOAN
DOCUMENTS OR ANY INSTRUMENT EVIDENCING, SECURING OR RELATING TO THE INDEBTEDNESS
OR OTHER OBLIGATIONS SECURED HEREBY OR ANY RELATED AGREEMENT OR INSTRUMENT,  ANY
OTHER  COLLATERAL FOR THE  INDEBTEDNESS  SECURED HEREBY OR ANY COURSE OF ACTION,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO
THE LOAN EVIDENCED BY THE NOTE OR TO THIS ASSIGNMENT. THE PARTIES ALSO WAIVE ANY
RIGHT TO  CONSOLIDATE  ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY
OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED.  THE  PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN
IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT
TO NO EXCEPTIONS.  ASSIGNEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO ASSIGNOR
OR ANY OTHER  PARTY  THAT THE  PROVISIONS  OF THIS  PARAGRAPH  WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.

      IN WITNESS WHEREOF,  Assignor has caused these presents to be signed as of
the day and year first above written.


Signed, sealed and delivered
in the presence of:

                                             AGU ENTERTAINMENT CORP.,
                                             a Delaware corporation

/s/ Bruce C. Rosetto
---------------------------------------

Print name: Bruce C. Rosetto                 By: /s/ David Levy
           ----------------------------          ------------------------------
                                                David Levy, President
/s/ Innocencia Ramos
---------------------------------------

Print name: Innocencia Ramos
            ---------------------------

                                                     (Corporate Seal)


                                       11

</TEXT>
</DOCUMENT>
