GUARANTY
        AGREEMENT

      (Donna
        M. 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.

      


      This
        guaranty is made and shall continue without regard to collateral or security
        or
        guaranties of other obligors, if any, or to the validity or effectiveness
        of any
        and all claims thereof, and any and all such collateral and security and
        guaranties of other obligors, if any, may from time to time without notice
        to or
        consent of the undersigned be sold, released, surrendered, exchanged, settled,
        compromised, waived, subordinated or modified, with or without consideration,
        on
        such terms or conditions as may be acceptable to Lender, without in any manner
        affecting or impairing the liability of the undersigned.

      


      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.
        This guaranty shall be construed as being, and is in fact intended to be,
        a
        continuing guaranty of the payment of any and all notes, checks, drafts and
        other debts or liabilities either made, endorsed or contracted by Borrower,
        or
        any successor of Borrower, prior to receipt by Lender of written notice of
        the
        revocation of this guaranty by one or more of the undersigned. Notwithstanding
        receipt by the Lender of such notice of revocation, (a) the liability of
        the
        guarantor so revoking shall continue as to obligations incurred or contracted
        by
        Borrower or successor of Borrower prior to such revocation (including all
        obligations of the Loan Documents), and (b) this guaranty shall nevertheless
        continue in full force and effect as to all of the other undersigned guarantors
        and all other guarantors of the obligations of Borrower, not only as to the
        then
        existing obligations but also as to obligations of Borrower or any successor
        of
        Borrower to Lender which may thereafter be incurred or arise.

       

      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: DONNA M. LEVY

              
	 	 	 	 


      

       

      
        	
                Name
                  of
                  witness:

              	
              	 	 	 


      

    

     

    

      
        	 	 	 	 
	 STATE
                OF
                FLORIDA	 }	 	 
	
              	 } 	 ss:	
              
	
                COUNTY
                  OF
                  BROWARD

              	 }	 	 


      

    

     

     

    The
      foregoing instrument was acknowledged before me this         
       day
      of ______________, 2004, by DONNA M. 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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