Exhibit 10.30

                                                  [Sanctuary Records Group Logo]
                                                         Sanctuary Records Group
                                                        75 Ninth Avenue, 2nd Fl.
                                                              New York, NY 10011
                                                              Tel:  212 599 2757
                                                              Fax:  212 599 2747
                                                   www.sanctuaryrecordsgroup.com

September 1, 2004

AGU Entertainment Corp.
11077 Biscayne Boulevard
Miami, Florida 33161
c/o Gary Greenberg, Esq.
Law offices of Gary Greenberg
15260 Ventura Boulevard,
Suite 1030
Sherman Oaks, California 91403

      Re:   Sanctuary Records Group Inc. ("Sanctuary") -w- AGU Entertainment
            Corp. ("Company") / Manufacturing and Sub-Distribution Agreement
            / SUBJECT TO CONTRACT

Dear Sir/Madam:

      The  following  shall  constitute  the  material  terms  of  an  exclusive
manufacturing and sub-distribution agreement between Sanctuary and Company.

1. Territory - The United States and Canada.

2. Term - The Term will  commence  as of the date hereof and extend for a period
of 10  years  following  the  initial  commercial  release  of the  first  Album
Delivered hereunder.

3. Product -

   (a) All records and artwork as set forth on Schedule "1" attached hereto (all
Product defined in Schedule "1" and incorporated  herein by this reference shall
sometimes be referred to as  "Albums"),  as the same may be amended from time to
time.

   (b)  Delivery:  The Chaka Khan Album will be  Delivered to Sanctuary no later
than  September  3, 2004.  The Live DVD will be  Delivered to Sanctuary no later
than October 31, 2004.  "Delivery"  will consist of actual  receipt by Sanctuary


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(at the address on the first page hereof) of  multi-tracks  master tapes (or the
digital  equivalent  thereof)  of  all  recordings  hereunder  and a  completed,
fully-edited,   mixed,  mastered  and  equalized   recordings,   in  the  format
customarily used by Sanctuary in the manufacture of Records (currently Digi Beta
[PAL and NTSC] audio  synchronized to video for  audiovisual  records other than
DVDs,  Digi  Beta  and DA 88 5.1  audio  Master  [PAL  and  NTSC]  authored  and
synchronized to video master for audiovisual  records in the DVD format and PMCD
for  audio-only  records),  which  tapes  shall  be in the  proper  form for the
production of the parts necessary for the manufacture and creation of Records in
each country of the  Territory  together with Artwork,  a  track-by-track  list,
identifying the performers on each Recording (and the type of such  performance)
and all other materials,  consents,  approvals,  licenses, parts and permissions
necessary for Sanctuary's exploitation and release of the recordings hereunder.

4. Manufacturing and Distribution Rights -

   (a) Sanctuary  will have exclusive  right to  manufacture  and distribute the
Product  through all channels of  distribution,  including,  but not limited to,
so-called "brick and mortar"  wholesale and retail channels but excluding direct
mail,  exploitation  of  individual  masters,   licenses,  digital  subscription
services, direct artist sales at concerts and via fan clubs, premiums, ringtones
and  electronic/digital  transmission  and  distribution.  Company may  purchase
reasonable quantities of finished product of Product hereunder,  for promotional
use or sale by Company or Artist  through  direct mail,  direct  artist sales at
concerts and via fan clubs as set forth in the preceding sentence,  at prices to
be mutually agreed upon. Nothing in the foregoing withstanding,  Sanctuary shall
have a  non-exclusive  right,  subject to  Company's  approval,  to exploit  the
Product  through  licensing of masters,  including,  but not limited to film and
television  licenses and digital  subscription  services,  and  Sanctuary  shall
retain 40% of the receipts of any such exploitations that Sanctuary secures.

   (b) Provided Company has fulfilled its obligations hereunder,  Sanctuary will
release the Chaka Khan Album,  if  Delivered  no later than  September  3, 2004,
hereunder,  in the United  States and  Canada on October 5, 2004.  If  Sanctuary
fails to do so, Company must give written notice to Sanctuary  within 30 days of
such  failure  and  Sanctuary  shall have 90 days ("Cure  Period")  to cure.  If
Sanctuary  fails to  release  the  record  concerned  before the end of the Cure
Period,  your  sole  remedy  will be to  terminate  the Term  hereof  by  giving
Sanctuary  notice within 30 days after the Cure Period.  Each 120 day and 90 day
period shall be tolled between the periods of November 15 and January 15.

5.  Payments  -  Sanctuary  shall  account  for  and pay  distribution  proceeds
resulting from distribution in the United States and Canada within 45 days after
the close of each calendar  quarter (i.e. 45 days  following  December 31, March
31,  September 30 and June 30). For the purposes  hereof,  "Proceeds" shall mean
gross  sales  less  returns  and  credits,  reserves,   discounts,   Sanctuary's
Distribution  Fee  (as  defined  below),   the  distribution   fees  charged  by
Distributor,  and  other  charge-backs  as set  forth in  Sanctuary's  agreement
("Distribution Agreement") with Sanctuary's distributor ("Distributor"). Without
limiting the generality of the foregoing,  all fees other than the  Distribution
Fee, such as reserves,  credits,  discounts and charge-backs shall be charged by
Sanctuary on the same basis  ("pass-through")  as Distributor  charges Sanctuary
therefore.  You  shall  have the right to  approve  any  non-standard  discounts
(standard discounts include but are not limited to discounts such as new release
and limited duration sales incentive  discounts) applied to Product  distributed
hereunder,  provided that in the event that  Sanctuary and Company  cannot agree
with  respect  to such  discounts,  after  good-faith  efforts  to  resolve  any
differences, Sanctuary's decision shall be final.

6. Distribution Fee - In the United States Sanctuary will retain a manufacturing
and distribution


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fee  of  twenty-eight   percent  (28%).  In  Canada   Sanctuary  will  retain  a
manufacturing and distribution fee of thirty percent (30%) ("Distribution Fee").
Without  limiting  the  generality  of the  foregoing,  Sanctuary  shall also be
entitled to retain from Proceeds the  distribution  fee retained by Distributor.
For the avoidance of doubt,  the  distribution  fee retained by  Distributor  is
included in the  Distribution  Fee set forth and Sanctuary shall not retain such
distribution  fee more  than  once.  Sanctuary  acknowledges  that  its  current
Distributor  in the U.S.  is BMG  Music  ("BMG").  At such  time,  if any,  that
Sanctuary  is no longer  distributed  by BMG and  Sanctuary  is unable to secure
distribution on the same or more favorable terms,  then Sanctuary shall have the
right to  terminate  the Term of this  agreement.  If,  during the Term  hereof,
Sanctuary shall cease to be distributed by BMG and does not obtain  distribution
with a new major  Distributor  (i.e.,  EMI,  SONY,  UMVD,  WEA)  within 90 days,
Company shall have the option to terminate the Term of this  agreement.  As soon
as reasonably  practicable,  Sanctuary  shall use  reasonable  efforts to notify
Company of the terms of the new Distribution Agreement.

7.  Manufacturing  -  Sanctuary  will  manufacture  and  deliver to  Sanctuary's
distributor's  warehouses  those  quantities of the Product that Sanctuary deems
reasonably  necessary to fulfill all reasonable  anticipated  orders  therefore.
Sanctuary  shall  consult  with  Company  with  respect  to  the   manufacturing
quantities,  provided  that in the event that Company and Sanctuary do not agree
with  respect to such  manufacturing  quantities,  after  good-faith  efforts to
resolve  any  differences,  Sanctuary's  decision  shall be  final.  If  Company
thereafter wishes to have Sanctuary  manufacture  product in excess of an amount
deemed  appropriate by Sanctuary,  then Company may agree to pay the cost of any
excess  manufacturing to Sanctuary and thereafter,  Sanctuary shall  manufacture
the excess quantity for which such costs were paid by Company.

8. Reserves - For Product  distributed  in the United States and Canada,  during
the Term, the reserves against returns of Product and the liquidation thereof to
Company  shall  be  those  applied  by  Sanctuary's  Distributor  to  Sanctuary.
Notwithstanding  the foregoing,  Sanctuary may take into  consideration the sale
and  returns  history  of records  shipped  hereunder  as well as  reports  from
Sanctuary's  distributor  regarding  to what  extent  the  record  concerned  is
"selling  through" at retail  outlets and  Sanctuary may  reasonably  adjust the
reserve established accordingly.

9. Marketing  Costs and Expenses - Sanctuary  shall expend,  with respect to the
Product listed on the attached  Schedule 1, a total marketing fund not to exceed
Two  Hundred  Thousand  Dollars  ($200,000)  ("Marketing  Fund")  provided  that
Sanctuary  will  not  disapprove  of  any  marketing  expenses  that  equal,  in
aggregate,  $200,000 or less solely by reason of the amount.  The Marketing Fund
shall be completely  recoupable  from and shall be deducted from Company's share
of Proceeds and/or Royalties  otherwise  payable to Company  hereunder.  Company
shall be solely  responsible  for all promotion,  marketing  sales and publicity
related expenses other than as specifically set forth in the preceding sentence.
Any third party, out of pocket promotion, marketing, sales and publicity related
costs incurred as advances by Sanctuary  shall be deducted from Company's  share
of Proceeds and/or  royalties.  Sanctuary  hereby approves  Company's use of the
following  independent  promoters:  Pat Shields,  Sol2Sol/Karen  Lee (press) and
Ralph Tashjian (radio promotion).

10. DVD  Production  Costs - Sanctuary  shall make  available  to Company,  with
respect to the  production of the Chaka Khan Live DVD, a total  production  fund
not to  exceed  One  Hundred  Fifty  Thousand  Dollars  ($150,000)  ("Production
Expenses"). Production Expenses shall be completely recoupable from and shall be
deducted from Company's share of Proceeds and/or Royalties  otherwise payable to
company hereunder. Production expenses shall be payable pursuant to a budget for
the


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production of the DVD which budget shall not exceed One Hundred  Fifty  Thousand
Dollars  ($150,000)  for the  Chaka  Khan  Live  DVD and  shall be  approved  by
Sanctuary  prior to  Company  or  Sanctuary  incurring  any  costs  ("Production
Budget")  provided that Sanctuary  will not disapprove of any Production  Budget
that is  $150,000  or less for the Chaka  Khan Live DVD  solely by reason of the
amount. Production expenses shall be payable following Sanctuary's receipt of an
invoice for payment, in accordance with the approved Production Budget.

11. Third Party Payments - Company shall be  responsible  for the payment of all
third party payment and costs other than as specifically set forth in paragraphs
9 and 10  above,  including,  without  limiting,  artist  royalties,  mechanical
royalties,    synchronization   fees,   recording   costs,   production   costs,
manufacturing costs (other than the standard costs of manufacturing  records for
distribution),  artwork costs, and to the extent that Sanctuary or Company is so
charged, freight and shipping to Sanctuary's distributor's warehouses, etc.

12. Representations and Warranties - Each party has the right to enter into this
agreement and fully perform its terms and  conditions.  Neither party will enter
into any agreement which would interfere with the full and prompt performance of
such party's  obligations  hereunder.  Sanctuary  agrees that  Sanctuary and its
employees and agents shall not negotiate for the services of any artists  (other
than  Chaka  Khan) who are  under  contract  with AGU as listed in the  attached
Schedule 2.

13. Logo - With  respect to the  distribution  of Records  hereunder,  Sanctuary
shall cause its  distributor(s)  to print  Company's  logo or other trade symbol
designated by Company, and Copyright notice to Company, on the packaging of such
Records,  marketing materials and  advertisements,  subject to Company providing
said  logo in a timely  manner.  The size and  placement  of the  Symbol on such
packaging  shall be no smaller  than the size of the  Sanctuary  logo.  The logo
shall be subject to all of Company's warranties, representations and indemnities
and  the   registration   and   maintenance  of  the  logo  shall  be  Company's
responsibility,  and expense.  Sanctuary shall use its best efforts to cause its
distributor(s) to afford Company credit in all chart listings.

14.  Bankruptcy - If during the Term hereof Sanctuary is subject to an order for
relief and a trustee fails to assume the contract between  Sanctuary and Company
within sixty (90) days after the entry of such order,  then  Company  shall have
the right to terminate this agreement.

15. Standard Terms and Conditions/Long  Form Agreement - Annexed hereto and made
a part  hereof as Exhibit "A" is  Sanctuary's  form  Sub-Distribution  Agreement
("Exhibit  Agreement").  All terms and  conditions of the Exhibit  Agreement are
hereby  incorporated  by reference  into this agreement to be negotiated in good
faith. In the event of an inconsistency between the express terms stated in this
agreement  and in the  Exhibit  Agreement,  the  terms of this  agreement  shall
control.  Except as otherwise  expressly  provided herein, the terms used herein
(whether or not capitalized) shall have the same definitions as ascribed to them
in the Exhibit Agreement.

      At Company's  written request,  to be made (if at all) to Sanctuary within
150 days from the date  hereof,  Company and  Sanctuary  will  negotiate in good
faith in accordance with Sanctuary's normal parameters for Companies of the same
stature as Company,  any request for proposed changes to the "boilerplate" terms
and  conditions  set forth in the  Exhibit  Agreement.  Unless  and until a more
formal agreement is fully executed,  this agreement  (including all Exhibits and
Schedules  attached hereto,  if any) will constitute the sole and complete valid
and binding agreement between the parties hereto.


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THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS EXECUTED AND FULLY PERFORMED THEREIN.

      If the above is  acceptable,  please  sign  where  indicated  below.  This
agreement shall not become effective until signed by all parties hereto.

If the above is acceptable to you, please sign where indicated below.

                                       SANCTUARY RECORDS GROUP INC.




                                       By:  /s/ [Illegible]
                                            ------------------------------------
                                            An Authorized Signatory  COO/GC


ACCEPTED AND AGREED:

AGU ENTERTAINMENT CORP.




By:    /s/ David Levy
       --------------------------------
       An Authorized Signatory
       David Levy  President


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                                  Schedule "1"
   To the agreement between Sanctuary Records Group Ltd. -w- AGU Entertainment
                                     Corp.,
                   dated as of September 1, 2004 ("Agreement")

Masters
-------

Product:
--------

- One (1) studio album  embodying  thirteen  (13) tracks of  previously-recorded
performances of the artist p/k/a "Chaka Kahn," (the "Chaka Kahn Album")

- One (1) live DVD of Chaka Khan performing (the "Live DVD")

All Albums may be  released  separately  and the First  Chaka Khan Album and the
Live DVD may be packaged  together in a so-called  "combo-pack,"  at Sanctuary's
sole election.

Artwork to be  Delivered  in  respect  of each  Album and the A/V  Record  shall
include separations, design, engraving and photography.