GUARANTY
      AGREEMENT

    (David
      C. Levy)

    


    The
      undersigned hereby request Ned Siegel and Neil Strum, (hereinafter referred
      to
      as the "Lender") to give credit to AGU
      Entertainment Corp. (“AGU”), a Delaware corporation, (hereinafter referred to as
      "Borrower"), as the Borrower may desire and Lender may grant, and in
      consideration of any credit given, the undersigned (jointly and severally,
      if
      more than one) hereby absolutely and unconditionally guarantee prompt payment
      when due and at all times thereafter of any and all “indebtedness”.

    


    For
      purposes hereof, the term “indebtedness” shall be LIMITED TO AND SHALL mean any
      and all (a) sums due under Section 1(b) of the Settlement Agreement between
      these parties of even date herewith, and (b) attorneys' fees (including but
      not
      limited to trial and appellate attorneys' fees), costs and expenses of
      collection incurred by Lender in connection with any matter covered by this
      guaranty.

    


    The
      undersigned waive notice of the acceptance of this guaranty and of any and
      all
      such indebtedness and liability, renewals, extensions and modifications thereof
      at any time. The undersigned hereby waive presentment, protest, notice, demand
      or action on delinquency in respect of any such indebtedness.

    


    The
      liability of the undersigned on this guaranty shall be direct and immediate
      and
      not conditional or contingent upon the pursuit by Lender of whatever remedies
      it
      may have against Borrower or the successors, personal representatives or assigns
      of Borrower, or any other guarantor, or the securities or liens it may possess.
      

     

    The
      undersigned shall not be discharged in any way hereunder on the ground that
      any
      or all such obligations of Borrower may be void or voidable in respect to
      Borrower because of the absence of authority of any agent, or, of any officer
      partner, member or other party purporting to act on behalf of Borrower, or
      because of the want of capacity on the part of Borrower to incur such
      obligations, whether such incapacity results from infancy, coverture, lack
      of
      corporate power, mental condition or any other cause whatsoever. No action
      taken
      by Lender to enforce the liability of or the acceptance of anything of value
      in
      payment or satisfaction of liability or the complete or partial release of
      the
      liability of any one or more of the undersigned or any other guarantor shall
      release or impair the liability of the remaining undersigned or any other
      guarantor.

     

    This
      Guaranty shall be governed in all respects by the laws of the State of Florida
      without regard to principles of conflicts of law, except to the extent that
      the
      Lender elects the benefit of any applicable Federal preemption laws. The
      undersigned, in order to induce the Lender to accept this guaranty, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, agrees that all actions or proceedings arising directly,
      indirectly or otherwise in connection with, out of, related to or from this
      guaranty or any of the other documents which evidence or secure the obligations
      guaranteed hereby, shall be litigated, in the Lender's sole discretion and
      at
      the Lender's sole election, only in courts having a situs within or whose
      jurisdiction includes Palm Beach County, Florida. For the purpose of the
      foregoing, the undersigned hereby consents and submits to the jurisdiction
      of
      any local, state or federal court located within or whose jurisdiction includes
      Palm Beach County, Florida. 

    


    This
      guaranty shall be binding upon the undersigned and their respective heirs,
      personal representatives, successors and assigns, and shall inure to Lender,
      its
      successors and assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE LENDER EACH HEREBY WAIVE (1)
      ALL
      RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO,
      CONTEMPORANEOUSLY WITH OR SUBSEQUENT TO THE SIGNING OF THIS GUARANTY AGREEMENT;
      AND (2) THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
      LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, OR WITH
      RESPECT TO DEALINGS BETWEEN THE LENDER AND THE UNDERSIGNED CONCERNING ANY COURSE
      OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
      THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO PROVIDE CREDIT TO
      THE
      BORROWER.

    


    


    IN
      WITNESS WHEREOF, the undersigned has duly executed this guaranty as of this
      ___
      day of January, 2006.

    


    Signed
      in
      the presence of:

    


    
      
        	 	 	 	 
	 	 	 	 
	
                Signature of
                  witness:

              	 	 	
                Print
                  Name: DAVID C. LEVY

              
	 	 	 	 


      

       

      
        	
                Name
                  of
                  witness:

              	
              	 	 	 


      

    

     

    

      
        	 	 	 	 
	 STATE
                OF
                FLORIDA	 }	 	 
	
              	 } 	 ss:	
              
	
                COUNTY
                  OF
                  BROWARD

              	 }	 	 


      

    

     

     

    The
      foregoing instrument was acknowledged before me this         
       day
      of ______________, 2006, by DAVID C. LEVY, who is personally known to me or
      who
      has produced ______________ as
      identification.

    
       

       

      
        
          	 	 
	 	Notary Public, State of
                  Florida


        

        
          	 	 	 
	 	Printed
                  name of Notary Public:	
                


        

        
          	 	Commission
                  # 	
                


        

         

        
          
            
            

          

          
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