AGU Entertainment Corp.
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>10
<FILENAME>v010420_ex10-6.txt
<TEXT>
                                  EXHIBIT 10.6

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of  December  20,  2004,  by and  between AGU  Entertainment  Corp.,  a
Delaware  corporation (the "Company"),  and Mitchell  Entertainment  Company,  a
Delaware limited liability company (the "Purchaser").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof, by and among the Company,  its subsidiaries and the
Purchaser  (as  amended,  modified  or  supplemented  from  time  to  time,  the
"Securities  Purchase  Agreement"),  and  pursuant to the Note and the  Warrants
referred to therein.

      The Company and the Purchaser hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Securities  Purchase  Agreement  shall have the meanings
given  such  terms  in the  Securities  Purchase  Agreement.  As  used  in  this
Agreement, the following terms shall have the following meanings:

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.01 per share.

            "Effectiveness   Date"  means  (i)  with   respect  to  the  initial
Registration Statement required to be filed hereunder, a date no later than one
hundred  eighty  (180) days  following  the date hereof and (ii) with respect to
each additional Registration Statement required to be filed hereunder, a date no
later than forty-five (45) days following the applicable Filing Date.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2(a).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and any successor statute.

            "Filing  Date" means,  with respect to (i) the initial  Registration
Statement  required to be filed  hereunder,  a date no later than April 30, 2005
and (ii) with  respect  to shares of Common  Stock  issuable  to the Holder as a
result of adjustments  to the  Conversion  Price made pursuant to Section 2.4 of
the  Secured  Convertible  Term Note or Section 4 of the  Warrant or  otherwise,
thirty (30) days after the  occurrence  such event or the date of the adjustment
of the Conversion Price.

<PAGE>

            "Holder" or "Holders"  means the Purchaser or any of its  affiliates
or transferees to the extent any of them hold Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Note"  has  the  meaning  set  forth  in  the  Securities  Purchase
Agreement.

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            "Registrable  Securities"  means the shares of Common  Stock  issued
upon the conversion of the Note and issuable upon exercise of the Warrants.

            "Registration  Statement" means each registration statement required
to be filed hereunder,  including the Prospectus,  amendments and supplements to
such  registration  statement or Prospectus,  including pre- and  post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities  Act" means the Securities Act of 1933, as amended,  and
any successor statute.

            "Securities  Purchase  Agreement"  means  the  agreement  among  the
Company,  its  subsidiaries  and the  Purchaser  calling for the issuance by the
Company of $3,000,000 of convertible Note plus Warrants.

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<PAGE>

            "Trading  Market"  means  any of the NASD OTC  Bulletin  Board,  The
Nasdaq SmallCap Market,  the Nasdaq National Market, the American Stock Exchange
or the New York Stock Exchange.

            "Warrants" means the Common Stock purchase  warrants issued pursuant
to the Securities Purchase Agreement.

      2. Registration.

            (a) On or prior to the Filing  Date the  Company  shall  prepare and
      file with the Commission a Registration Statement covering the Registrable
      Securities  for an offering to be made on a continuous  basis  pursuant to
      Rule 415. The  Registration  Statement shall be on Form S-3 (except if the
      Company is not eligible to register for resale the Registrable Securities
      on Form  S-3,  in  which  case  such  registration  shall  be on  another
      appropriate form in accordance  herewith).  The Purchaser understands that
      the Company is not  currently eligible to use Form S-3. The Company shall
      cause the Registration  Statement to become effective and remain effective
      as  provided  herein.  The  Company  shall use its  reasonable  commercial
      efforts to cause the Registration Statement to be declared effective under
      the Securities Act as promptly as possible after the filing  thereof,  but
      in any event no later than the  Effectiveness  Date. The Company shall use
      its  reasonable  commercial  efforts  to keep the  Registration  Statement
      continuously  effective  under the  Securities Act until the date which is
      the earlier date of when (i) all Registrable  Securities have been sold or
      (ii)  all  Registrable   Securities  may  be  sold   immediately   without
      registration  under the  Securities  Act and without  volume  restrictions
      pursuant  to Rule  144(k),  as  determined  by the  counsel to the Company
      pursuant  to a  written  opinion  letter  to such  effect,  addressed  and
      acceptable to the Company's  transfer agent and the affected  Holders (the
      "Effectiveness Period").

            (b) If: (i) the  Registration  Statement is not filed on or prior to
      the Filing Date; (ii) the Registration Statement is not declared effective
      by the Commission by the Effectiveness  Date; (iii) after the Registration
      Statement is filed with and  declared  effective  by the  Commission,  the
      Registration Statement ceases to be effective (by suspension or otherwise)
      as to all Registrable  Securities to which it is required to relate at any
      time prior to the expiration of the  Effectiveness  Period  (without being
      succeeded  immediately by an additional  registration  statement filed and
      declared effective) for a period of time which shall exceed 30 days in the
      aggregate per year or more than 20 consecutive calendar days (defined as a
      period of 365 days  commencing on the date the  Registration  Statement is
      declared effective);  or (iv) the Common Stock is not listed or quoted, or
      is suspended from trading on any Trading Market for a period of five (5)
      consecutive Trading Days (provided the Company shall not have been able to
      cure such trading  suspension within 30 days of the notice thereof or list
      the Common Stock on another Trading  Market);  (any such failure or breach
      being  referred to as an "Event,"  and for  purposes of clause (i) or (ii)
      the date on which

                                       3
<PAGE>

      such Event occurs,  or for purposes of clause (iii) the date which such 30
      day or 20  consecutive  day  period (as the case may be) is  exceeded, or
      for purposes  of clause (iv) the date on which such five (5) Trading Day
      period is exceeded,  being  referred to as "Event  Date"),  then until the
      applicable  Event is cured, the Company shall pay to each Holder an amount
      in cash,  as  liquidated  damages and not as a penalty,  equal to .5% for
      each thirty  (30) day period  (prorated  for  partial  periods) on a daily
      basis of the  original  principal  amount of the Note.  While  such  Event
      continues,  such liquidated damages shall be paid not less often than each
      thirty  (30) days.  Any unpaid  liquidated  damages as of the date when an
      Event has been cured by the Company  shall be paid  within  three (3) days
      following the date on which such Event has been cured by the Company.  The
      liquidated  damages paid shall be prorated  among the Holders based on the
      percentage  that the number of Registrable Securities held by them on the
      Event Date bears to the total amount of Registrable  Securities originally
      issuable under the Note and Warrant (adjusted for stock splits,  dividends
      ,  recombinations  of shares and similar events  occurring  after the date
      hereof) . The  provisions  of this Section shall be the sole and exclusive
      remedy for any breach or failure of this  Agreement  Based upon an Event,
      other than specific performance.

            (c)  Within  three  business  days of the  Effectiveness  Date,  the
      Company shall cause its counsel to issue a blanket  opinion  substantially
      in the form  attached  hereto as Exhibit A, to the transfer  agent stating
      that the shares are subject to an effective registration statement and can
      be  reissued  free of  restrictive  legend  upon  notice  of a sale by the
      Purchaser and  confirmation by the Purchaser that it has complied with the
      prospectus  delivery  requirements,  provided  that  the  Company  has not
      advised the transfer  agent orally or in writing that the opinion has been
      withdrawn  or that  sales  under  the  registration  statement  have  been
      suspended.  Copies of the blanket  opinion  required by this  Section 2(c)
      shall be delivered to the Purchaser within the time frame set forth above.

      3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission the Registration  Statement
      with  respect  to such  Registrable  Securities,  respond as  promptly  as
      possible to any comments  received from the  Commission,  and use its best
      efforts to cause the Registration Statement to become and remain effective
      for the Effectiveness Period with respect thereto, and promptly provide to
      the  Purchaser  copies of all  filings and  Commission  letters of comment
      relating thereto;

            (b)  prepare  and  file  with the  Commission  such  amendments  and
      supplements  to the  Registration  Statement  and the  Prospectus  used in
      connection  therewith as may be necessary to comply with the provisions of
      the  Securities  Act with respect to the  disposition  of all  Registrable
      Securities  covered  by  the  Registration  Statement  and  to  keep  such
      Registration Statement effective until the expiration of the Effectiveness
      Period;

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<PAGE>

            (c)  furnish  to  the  Purchaser   such  number  of  copies  of  the
      Registration Statement and the Prospectus included therein (including each
      preliminary  Prospectus)  as  the  Purchaser  reasonably  may  request  to
      facilitate the public sale or disposition  of the  Registrable  Securities
      covered by the Registration Statement;

            (d) use its commercially  reasonable  efforts to register or qualify
      the  Purchaser's   Registrable  Securities  covered  by  the  Registration
      Statement  under the  securities or "blue sky" laws of such  jurisdictions
      within  the  United  States  as  the  Purchaser  may  reasonably  request,
      provided,  however,  that the  Company  shall not for any such  purpose be
      required  to  qualify   generally  to  transact   business  as  a  foreign
      corporation in any jurisdiction where it is not so qualified or to consent
      to general service of process in any such jurisdiction;

            (e) list the  Registrable  Securities  covered  by the  Registration
      Statement  with any  securities  exchange on which the Common Stock of the
      Company is then listed;

            (f)  immediately  notify the Purchaser at any time when a Prospectus
      relating  thereto is required to be delivered under the Securities Act, of
      the  happening of any event of which the Company has knowledge as a result
      of which the Prospectus contained in such Registration  Statement, as then
      in effect,  includes an untrue  statement  of a material  fact or omits to
      state a material fact  required to be stated  therein or necessary to make
      the statements  therein not misleading in light of the circumstances  then
      existing; and

            (g) make available for inspection by the Purchaser and any attorney,
      accountant  or  other  agent  retained  by  the  Purchaser,  all  publicly
      available,   non-confidential   financial  and  other  records,  pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers,  directors  and  employees  to supply  all  publicly  available,
      non-confidential   information   reasonably  requested  by  the  attorney,
      accountant or agent of the Purchaser.

      4.  Registration   Expenses.   All  expenses  relating  to  the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel for the Holders (to the extent such counsel is required due to Company's
failure to meet any of its  obligations  hereunder),  are  called  "Registration
Expenses".  All  selling  commissions  applicable  to the  sale  of  Registrable
Securities,  including any fees and  disbursements of any special counsel to the
Holders  beyond those included in  Registration  Expenses,  are called  "Selling
Expenses" and shall be the responsibility of the Purchaser.  The Company shall
only be responsible for all Registration Expenses.

                                       5
<PAGE>

      5. Indemnification.

            (a) In the event of a  registration  of any  Registrable  Securities
      under the  Securities  Act  pursuant to this  Agreement,  the Company will
      indemnify and hold harmless the Purchaser, and its officers, directors and
      each other person,  if any, who controls the Purchaser  within the meaning
      of the Securities Act, against any losses, claims, damages or liabilities,
      joint or  several,  to which the  Purchaser,  or such  persons  may become
      subject under the  Securities  Act or  otherwise,  insofar as such losses,
      claims,  damages or liabilities (or actions in respect  thereof) arise out
      of or are based upon any untrue  statement or alleged untrue  statement of
      any material fact contained in any Registration Statement under which such
      Registrable  Securities were registered  under the Securities Act pursuant
      to  this  Agreement,   any  preliminary  Prospectus  or  final  Prospectus
      contained therein, or any amendment or supplement thereof, or arise out of
      or are based upon the  omission  or alleged  omission  to state  therein a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements therein not misleading,  and will reimburse the Purchaser,  and
      each such person for any reasonable  legal or other  expenses  incurred by
      them in connection with  investigating or defending any such loss,  claim,
      damage, liability or action; provided,  however, that the Company will not
      be liable in any such case if and to the extent that any such loss, claim,
      damage  or  liability  arises  out of or is  based  upon  : (i) an  untrue
      statement or alleged untrue  statement or omission or alleged  omission so
      made in  conformity  with  information  furnished  by or on  behalf of the
      Purchaser or any such person in writing  specifically  for use in any such
      document;  (ii) relate to sales of  Registrable  Securities by a Holder to
      the person asserting any such losses, claims,  damages or liabilities,  if
      such  person  was not sent or given a  Prospectus  by or on  behalf of the
      Holder,  if required by law so to have been delivered,  at or prior to the
      written  confirmation  of the sale of the  Registrable  Securities to such
      person,  and if the prospectus (as so amended or supplemented)  would have
      cured  the  defect  giving  rise  to  such  losses,   claims,  damages  or
      liabilities or (iii) based upon the Holder's use of a prospectus  during a
      period when the holder has been  notified  that the use of the  prospectus
      has been suspended.

            (b) In the event of a  registration  of the  Registrable  Securities
      under the  Securities Act pursuant to this  Agreement,  the Purchaser will
      indemnify and hold harmless the Company,  and its officers,  directors and
      each other person,  if any, who controls the Company within the meaning of
      the Securities Act,  against all losses,  claims,  damages or liabilities,
      joint or several,  to which the Company or such persons may become subject
      under the  Securities  Act or otherwise,  insofar as such losses,  claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon : (i) any untrue  statement or alleged untrue  statement of any
      material  fact which was  furnished  in writing  by the  Purchaser  to the
      Company

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<PAGE>

      expressly for use in (and such  information  is contained in) the
      Registration  Statement  under  which  such  Registrable  Securities  were
      registered  under the  Securities  Act  pursuant  to this  Agreement,  any
      preliminary  Prospectus  or final  Prospectus  contained  therein,  or any
      amendment  or  supplement  thereof,  or arise out of or are based upon the
      omission or alleged  omission to state therein a material fact required to
      be  stated  therein  or  necessary  to make  the  statements  therein  not
      misleading,  and will  reimburse  the Company and each such person for any
      reasonable  legal or other  expenses  incurred by them in connection  with
      investigating  or defending  any such loss,  claim,  damage,  liability or
      action,  provided,  however, that the Purchaser will be liable in any such
      case if and only to the  extent  that  any such  loss,  claim,  damage  or
      liability  arises out of or is based upon an untrue  statement  or alleged
      untrue  statement  or omission or alleged  omission so made in  conformity
      with  information  furnished  in writing to the Company by or on behalf of
      the Purchaser specifically for use in any such document, or (ii) in
      connection  with a sale of  Registrable  Securities  for which the  Holder
      would not be entitled to  indemnification  pursuant under section 5(a)(ii)
      or  5(a)(iii).  Notwithstanding  the  provisions  of this  paragraph,  the
      Purchaser  shall not be  required  to  indemnify  any  person or entity in
      excess  of the  amount  of the  aggregate  net  proceeds  received  by the
      Purchaser in respect of Registrable Securities in connection with any such
      registration under the Securities Act.

            (c)   Promptly   after   receipt  by  a  party   entitled  to  claim
      indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of the
      commencement of any action,  such Indemnified  Party shall, if a claim for
      indemnification  in respect  thereof is to be made  against a party hereto
      obligated to indemnify such Indemnified Party (an  "Indemnifying  Party"),
      notify the Indemnifying  Party in writing thereof,  but the omission so to
      notify the  Indemnifying  Party  shall not  relieve it from any  liability
      which it may have to such Indemnified  Party other than under this Section
      5(c) and shall  only  relieve it from any  liability  which it may have to
      such  Indemnified  Party under this  Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall be brought  against any  Indemnified  Party and it shall  notify the
      Indemnifying  Party of the commencement  thereof,  the Indemnifying  Party
      shall be entitled to  participate  in and, to the extent it shall wish, to
      assume  and  undertake  the  defense   thereof  with  counsel reasonably
      satisfactory  to such  Indemnified  Party,  and,  after  notice  from  the
      Indemnifying  Party to such Indemnified Party of its election so to assume
      and undertake the defense  thereof,  the  Indemnifying  Party shall not be
      liable to such  Indemnified  Party under this  Section  5(c) for any legal
      expenses  subsequently  incurred by such  Indemnified  Party in connection
      with  the  defense  thereof;  if the  Indemnified  Party  retains  its own
      counsel, then the Indemnified Party shall pay all fees, costs and expenses
      of such counsel,  provided,  however,  that, if the defendants in any such
      action include both the Indemnified Party and the Indemnifying Party and
      if counsel shall have  reasonably  concluded that there may be reasonable
      defenses  available to the Indemnified Party which are different from or
      additional  to  those  available  to  the  Indemnifying  Party  or if  the


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<PAGE>

      interests of the  Indemnified  Party  reasonably may be deemed to conflict
      with the  interests of the  Indemnifying  Party in either case which would
      prohibit  such counsel from  representing  both parties  under  applicable
      conflicts of interest rules of professional  ethics, the Indemnified Party
      shall have the right to select one  separate  counsel  and to assume  such
      legal defenses and otherwise to participate in the defense of such action,
      with the reasonable  expenses and fees of such separate  counsel and other
      expenses   related  to  such   participation   to  be  reimbursed  by  the
      Indemnifying Party as incurred. Neither party shall  settle any proceeding
      for which  indemnification  is sought  without the written  consent of the
      other party, which shall not be unreasonably withheld.

            (d) In order to provide for just and equitable  contribution  in the
      event of joint  liability  under the  Securities  Act in any case in which
      either (i) the Purchaser,  or any officer,  director or controlling person
      of the  Purchaser,  makes a claim  for  indemnification  pursuant  to this
      Section  5 but it is  judicially  determined  (by  the  entry  of a  final
      judgment or decree by a court of competent jurisdiction and the expiration
      of time to appeal or the  denial of the last  right of  appeal)  that such
      indemnification may not be enforced in such case  notwithstanding the fact
      that this Section 5 provides for  indemnification  in such case (otherwise
      than as a result of the  provisions  on the last sentence of section 5(a),
      or (ii) contribution  under the Securities Act may be required on the part
      of the Purchaser or such officer,  director or  controlling  person of the
      Purchaser in  circumstances  for which  indemnification  is provided under
      this Section 5; then, and in each such case, the Company and the Purchaser
      will contribute to the aggregate losses, claims, damages or liabilities to
      which  they  may be  subject  (after  contribution  from  others)  in such
      proportion  so that the  Purchaser  is  responsible  only for the  portion
      represented  by the  percentage  that  the  public  offering  price of its
      securities  offered  by the  Registration  Statement  bears to the  public
      offering price of all securities  offered by such Registration  Statement,
      provided,  however,  that, in any such case, (A) the Purchaser will not be
      required to contribute  any amount in excess of the public  offering price
      of all  such  securities  offered  by it  pursuant  to  such  Registration
      Statement;   and  (B)  no   person  or   entity   guilty   of   fraudulent
      misrepresentation (within the meaning of Section 10(f) of the Act) will be
      entitled to  contribution  from any person or entity who was not guilty of
      such fraudulent misrepresentation.

      6. Representations and Warranties.

            (a) The  Common  Stock of the  Company  is  registered  pursuant  to
      Section  12(b) or 12(g) of the  Exchange  Act and,  except with respect to
      certain  matters  which the  Company has  disclosed  to the  Purchaser  on
      Schedule  4.21 to the  Securities  Purchase  Agreement or otherwise in its
      Echange Act filings,  the Company has timely filed all proxy  statements,
      reports,  schedules,  forms, statements and other documents required to be
      filed by it under the  Exchange  Act. The Company has filed (i) its Annual
      Report on Form 10-KSB for its fiscal year ended December 31, 2003 and (ii)
      its Quarterly  Report on Form 10-QSB for the

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<PAGE>

      fiscal quarters ended in 2004 (collectively,  the "SEC Reports"). Each SEC
      Report was, at the time of its filing, in substantial  compliance with the
      requirements of its respective  form and none of the SEC Reports,  nor the
      financial  statements (and the notes thereto) included in the SEC Reports,
      as of their respective  filing dates,  contained any untrue statement of a
      material  fact or omitted to state a material  fact  required to be stated
      therein  or  necessary  to make the  statements  therein,  in light of the
      circumstances  under which they were made, not  misleading.  The financial
      statements of the Company included in the SEC Reports comply as to form in
      all material  respects with  applicable  accounting  requirements  and the
      published  rules and  regulations  of the  Commission or other  applicable
      rules and regulations with respect thereto. Such financial statements have
      been prepared in accordance with generally accepted accounting  principles
      ("GAAP") applied on a consistent basis during the periods involved (except
      (i) as may be otherwise  indicated  in such  financial  statements  or the
      notes thereto or (ii) in the case of unaudited interim statements,  to the
      extent  they may not include  footnotes  or may be  condensed)  and fairly
      present in all material respects the financial  condition,  the results of
      operations  and the cash flows of the Company and its  subsidiaries,  on a
      consolidated basis, as of, and for, the periods presented in each such SEC
      Report.

            (b) Neither the Company,  nor any of its affiliates,  nor any person
      acting on its or their behalf,  has directly or indirectly made any offers
      or sales of any security or solicited any offers to buy any security under
      circumstances that would cause the offering of the Securities  pursuant to
      the Securities Purchase Agreement to be integrated with prior offerings by
      the Company for  purposes of the  Securities  Act which would  prevent the
      Company  from  selling  the Common  Stock  pursuant  to Rule 506 under the
      Securities Act, or any applicable  exchange-related  stockholder  approval
      provisions,  nor will the Company or any of its affiliates or subsidiaries
      take any action or steps that would cause the  offering of the  Securities
      to be integrated with other offerings.

            (c) The Warrants,  the Note and the shares of Common Stock which the
      Purchaser  may  acquire  pursuant  to the  Warrants  and the  Note are all
      restricted  securities  under  the  Securities  Act as of the date of this
      Agreement.  The Company  will not issue any stop  transfer  order or other
      order impeding the sale and delivery of any of the Registrable  Securities
      at such time as such Registrable Securities are registered for public sale
      or an exemption  from  registration  is  available,  except as required by
      federal or state securities laws.

            (d) The Company understands the nature of the Registrable Securities
      issuable  upon the  conversion of the Note and the exercise of the Warrant
      and recognizes that the issuance of such Registrable Securities may have a
      potential dilutive effect. The Company specifically  acknowledges that its
      obligation to issue the Registrable Securities is binding upon the Company
      and  enforceable  regardless of the dilution such issuance may have on the
      ownership interests of other shareholders of the Company.

                                       9
<PAGE>

            (e) Except for agreements  made in the ordinary  course of business,
      there is no agreement  that has not been filed with the  Commission  as an
      exhibit to a  registration  statement or to a form required to be filed by
      the Company under the Exchange  Act, the breach of which could  reasonably
      be expected to have a material  and adverse  effect on the Company and its
      subsidiaries, or would prohibit or otherwise interfere with the ability of
      the Company to enter into and perform  any of its  obligations  under this
      Agreement in any material respect.

            (f) The Company  will at all times have  authorized  and  reserved a
      sufficient number of shares of Common Stock for the full conversion of the
      Note and exercise of the Warrants.

      7. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
      Holder, of any of their respective obligations under this Agreement,  each
      Holder or the Company,  as the case may be, in addition to being  entitled
      to exercise all rights granted by law and under this Agreement,  including
      recovery of damages,  will be  entitled  to  specific  performance  of its
      rights under this Agreement.

            (b) No  Piggyback  on  Registrations.  Except  as and to the  extent
      specified  in  Schedule  7(b)  hereto,  neither the Company nor any of its
      security holders (other than the Holders in such capacity pursuant hereto)
      may include securities of the Company in any Registration  Statement other
      than the Registrable Securities,  and the Company shall not after the date
      hereof enter into any agreement  providing any such right for inclusion of
      shares  in the  Registration  Statement  to any of its  security  holders.
      Except as and to the extent specified in Schedule 7(b) hereto, the Company
      has not previously  entered into any agreement  granting any  registration
      rights with respect to any of its  securities  to any Person that have not
      been fully satisfied.

            (c)  Compliance.  Each Holder  covenants and agrees that it (i) will
      comply with the prospectus delivery  requirements of the Securities Act as
      applicable  to it in  connection  with  sales  of  Registrable  Securities
      pursuant to the  Registration  Statement and (ii) promptly  furnish to the
      Company all  information  required  to be  disclosed  in the  Registration
      Statement and Prospectus concerning such Holder (including  information in
      order to make the information  previously furnished to the Company by such
      Holder not misleading) and any other information regarding such Holder and
      the  distribution of such  Registrable  Securities as the Company may from
      time to time reasonably request.

            (d) Discontinued Disposition.  Each Holder agrees by its acquisition
      of such  Registrable  Securities  that,  upon receipt of a notice from the
      Company of the occurrence of a  Discontinuation  Event (as defined below),
      such Holder will forthwith  discontinue  disposition  of such  Registrable
      Securities under the


                                       10
<PAGE>

      applicable  Registration  Statement  until  such  Holder's  receipt of the
      copies  of  the  supplemented   Prospectus  and/or  amended   Registration
      Statement or until it is advised in writing (the  "Advice") by the Company
      that the use of the applicable  Prospectus may be resumed,  and, in either
      case, has received copies of any additional or  supplemental  filings that
      are  incorporated  or  deemed  to be  incorporated  by  reference  in such
      Prospectus or Registration Statement.  The Company may provide appropriate
      stop orders to enforce the provisions of this  paragraph.  For purposes of
      this  Section  7(d),  a  "Discontinuation  Event"  shall mean (i) when the
      Commission  notifies the Company  whether there will be a "review" of such
      Registration  Statement and whenever the Commission comments in writing on
      such  Registration  Statement (the Company shall provide true and complete
      copies thereof and all written  responses thereto to each of the Holders);
      (ii)  any  request  by  the  Commission  or any  other  Federal  or  state
      governmental  authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information;  (iii) the issuance
      by the Commission of any stop order  suspending the  effectiveness of such
      Registration  Statement covering any or all of the Registrable  Securities
      or the initiation of any Proceedings for that purpose; (iv) the receipt by
      the Company of any  notification  with  respect to the  suspension  of the
      qualification  or exemption from  qualification  of any of the Registrable
      Securities for sale in any jurisdiction,  or the initiation or threatening
      of any  Proceeding  for such purpose;  (v) the occurrence of any event or
      passage  of time that  makes the  financial  statements  included  in such
      Registration  Statement  ineligible for inclusion therein or any statement
      made  in  such  Registration  Statement  or  Prospectus  or  any  document
      incorporated or deemed to be incorporated  therein by reference  untrue in
      any material  respect or that requires any revisions to such  Registration
      Statement,  Prospectus  or other  documents  so that,  in the case of such
      Registration  Statement  or  Prospectus,  as the case may be,  it will not
      contain  any  untrue  statement  of a  material  fact or omit to state any
      material  fact  required  to be stated  therein or  necessary  to make the
      statements  therein,  in light of the circumstances  under which they were
      made,  not  misleading;  and/or (vi) the  occurrence  or  existence of any
      pending corporate  development  that, in the reasonable  discretion of the
      Board of  Directors of the Company,  makes it  appropriate  to suspend the
      availability of the Registration Statement and the related Prospectus.

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   the
      Effectiveness  Period  there is not an  effective  Registration  Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration  statement relating
      to an  offering  for its own  account or the  account of others  under the
      Securities Act of any of its equity securities,  other than on Form S-4 or
      Form S-8 (each as  promulgated  under the  Securities  Act) or their  then
      equivalents   relating  to  equity  securities  to  be  issued  solely  in
      connection  with any  acquisition  of any  entity  or  business  or equity
      securities  issuable in  connection  with stock  option or other  employee
      benefit  plans,  then the Company shall send to each Holder written notice
      of such  determination  and, if within  fifteen days after receipt of such
      notice,  any such Holder  shall so request in writing,  the Company  shall
      include in such registration statement all or any part of such Registrable
      Securities such holder requests to be registered to the extent the Company
      may do so without violating  registration  rights of others which exist as
      of the date of this Agreement,  subject to customary  underwriter cutbacks
      applicable to all holders of registration  rights and subject to obtaining
      any required the consent of any selling  stockholder(s)  to such inclusion
      under such registration statement.

                                       11
<PAGE>

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented,  and waivers or consents to departures  from the  provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the  Company  and  the  Holders  of a  majority  of the  then  outstanding
      Registrable Securities. Notwithstanding the foregoing, a waiver or consent
      to depart from the provisions hereof with respect to a matter that relates
      exclusively to the rights of certain Holders and that does not directly or
      indirectly  affect the rights of other  Holders may be given by Holders of
      at least a majority of the Registrable  Securities to which such waiver or
      consent relates;  provided,  however, that the provisions of this sentence
      may not be amended,  modified,  or supplemented  except in accordance with
      the provisions of the immediately preceding sentence.

            (g)  Notices.  Any notice or request  hereunder  may be given to the
      Company or the Purchaser at the respective addresses set forth below or as
      may  hereafter be specified in a notice  designated as a change of address
      under this Section 7(g). Any notice or request hereunder shall be given by
      registered or certified  mail,  return receipt  requested,  hand delivery,
      overnight  mail,  Federal  Express or other  national  overnight  next day
      carrier (collectively, "Courier") or telecopy (confirmed by mail). Notices
      and requests  shall be, in the case of those by hand  delivery,  deemed to
      have been given when  delivered to any party to whom it is  addressed,  in
      the case of those by mail or  overnight  mail,  deemed to have been  given
      three (3) business days after the date when  deposited in the mail or with
      the overnight  mail carrier,  in the case of a Courier,  the next business
      day following timely delivery of the package with the Courier, and, in the
      case of a telecopy,  when  confirmed.  The  address  for such  notices and
      communications shall be as follows:

                                       12
<PAGE>

                  If to the Company:  AGU Entertainment Corp.
                                      3200 West Oakland Park Boulevard
                                      Lauderdale Lakes, Florida  33311
                                      Attention:   Chief Financial Officer
                                      Facsimile: (954) 714-8500

                                      with a copy to:


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

                  If to a Purchaser:  To the address    set   forth
                                      under  such  Purchaser
                                      name on the  signature
                                      pages hereto.

                  If to any other
                  Person who is
                  then the registered
                  Holder:             To the address of such Holder as it
                                      appears in the stock transfer books of
                                      the Company

or such other address as may be  designated  in writing  hereafter in accordance
with this Section 7(g) by such Person.

            (h)  Successors  and  Assigns.  This  Agreement  shall  inure to the
      benefit of and be binding upon the  successors  and  permitted  assigns of
      each of the parties and shall  inure to the  benefit of each  Holder.  The
      Company  may not assign its rights or  obligations  hereunder  without the
      prior  written  consent of each  Holder.  Each  Holder  may  assign  their
      respective  rights hereunder in the manner and to the Persons as permitted
      under the  Notes  and the  Securities  Purchase  Agreement  with the prior
      written  consent of the Company,  which consent shall not be  unreasonably
      withheld.  No person shall have the rights of the Holder  hereunder unless
      they  have  executed  a  joinder  to the  Agreement  in a form  reasonably
      acceptable to the Company.

            (i) Execution in Counterparts. This Agreement may be executed in any
      number of counterparts,  each of which when so executed shall be deemed to
      be an original and, all of which taken together  shall  constitute one and
      the same  Agreement.  In the event  that any  signature  is  delivered  by
      facsimile  transmission,  such  signature  shall  create  a valid  binding
      obligation of the party  executing  (or on whose behalf such  signature is
      executed)  the same with the same  force and  effect as if such  facsimile
      signature were the original thereof.

                                       13
<PAGE>

            (j)  Governing  Law.  All  questions  concerning  the  construction,
      validity,  enforcement  and  interpretation  of this  Agreement  shall  be
      governed by and  construed  and enforced in  accordance  with the internal
      laws  of the  State  of  Florida,  without  regard  to the  principles  of
      conflicts  of  law  thereof.   Each  party  agrees  that  all  Proceedings
      concerning   the   interpretations,   enforcement   and   defense  of  the
      transactions contemplated by this Agreement shall be commenced exclusively
      in the state and federal courts sitting in Broward County,  Florida. Each
      party hereto hereby irrevocably  submits to the exclusive  jurisdiction of
      the state and federal courts sitting in Broward County,  Florida, for the
      adjudication  of any dispute  hereunder or in connection  herewith or with
      any  transaction  contemplated  hereby or  discussed  herein,  and  hereby
      irrevocably waives, and agrees not to assert in any Proceeding,  any claim
      that it is not personally  subject to the  jurisdiction of any such court,
      that such  Proceeding is improper.  Each party hereto  hereby  irrevocably
      waives personal service of process and consents to process being served in
      any such  Proceeding by mailing a copy thereof via registered or certified
      mail or overnight  delivery  (with  evidence of delivery) to such party at
      the  address in effect for notices to it under this  Agreement  and agrees
      that such service shall constitute good and sufficient  service of process
      and notice thereof.  Nothing  contained herein shall be deemed to limit in
      any way any right to serve  process in any manner  permitted by law.  Each
      party hereto hereby irrevocably waives, to the fullest extent permitted by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising  out  of  or  relating  to  this  Agreement  or  the  transactions
      contemplated  hereby.  If either  party  shall  commence a  Proceeding  to
      enforce any provisions of this  Agreement,  then the  prevailing  party in
      such Proceeding  shall be reimbursed by the other party for its reasonable
      attorneys   fees  and  other  costs  and   expenses   incurred   with  the
      investigation, preparation and prosecution of such Proceeding.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal,  void or unenforceable,  the remainder of the terms,  provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected,  impaired or invalidated,  and the
      parties  hereto shall use their  reasonable  efforts to find and employ an
      alternative  means to achieve the same or substantially the same result as
      that contemplated by such term, provision,  covenant or restriction. It is
      hereby  stipulated  and  declared to be the  intention of the parties that
      they would have executed the remaining  terms,  provisions,  covenants and
      restrictions  without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

            (m) Headings.  The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]

                                       14
<PAGE>



      IN WITNESS  WHEREOF,  the parties have executed this  Registration  Rights
Agreement as of the date first written above.


<TABLE>
<CAPTION>
<S>                                                    <C>
AGU Entertainment Corp.,                               Mitchell Entertainment Company, a Delaware limited
a Delaware corporation                                 liability company


By: /s/ David C. Levy                                  By: /s/ Johnathan E. Mitchell
   -----------------------------------------              -----------------------------------------
     David C. Levy                                          Jonathan E. Mitchell
     President and Secretary                                Manager


                                                       Address for Notices:

                                                       7220 NW 36th Street, Suite 100
                                                       Miami, Florida  33166
                                                       Attention:  Jonathan E. Mitchell, Manager
                                                       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
</TABLE>

<PAGE>

                                    EXHIBIT A


                           [_______________ __, 2005]

Mitchell Entertainment Company
7220 NW 36th Street, Suite 100
Miami, Florida  33166
Attn:  Jonathan E. Mitchell, Manager

      Re:   AGU Entertainment Corp. Registration Statement on Form [S-1]
            -----------------------------------------------------------==

Ladies and Gentlemen:

      As counsel  to AGU  Entertainment  Corp.  , a  Delaware  corporation  (the
"Company"),  we have been  requested to render our opinion to you in  connection
with the resale by the  individuals  or  entitles  listed on Schedule A attached
hereto (the  "Selling  Stockholders"),  of an aggregate of  [AMOUNT]shares  (the
"Shares") of the Company's Common Stock.

      A Registration  Statement on Form [S-1] under the Securities Act of 1933,
as amended  (the  "Act"),  with respect to the resale of the Shares was declared
effective by the Securities and Exchange  Commission on [DATE].  Enclosed is the
Prospectus  dated [DATE].  We  understand  that the Shares are to be offered and
sold in the manner described in the Prospectus.

      Based upon the foregoing,  upon request by the Selling Stockholders at any
time while the registration statement remains effective,  it is our opinion that
the Shares have been  registered  for resale under the Act and new  certificates
evidencing  the Shares  upon their  transfer or  re-registration  by the Selling
Stockholders may be issued without restrictive legend. We will advise you if the
registration statement is not available or effective at any point in the future.



                                      Very truly yours,

                                      [COMPANY COUNSEL]


</TEXT>
</DOCUMENT>
