Exhibit 10.28

                     MUTUAL RELEASE AND SETTLEMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

      This  Mutual  Release  and  Settlement  Agreement  is executed on the date
below, by and between ALLEN JACOBI;  JOSH DANOFF;  JEFF SHANE;  DELSY GUTIERREZ;
PYRAMID RECORDS CORP., an inactive Florida Corporation; and PYRAMID MEDIA GROUP,
an inactive Florida Corporation (hereinafter  collectively sometimes referred to
as  the  "PYRAMID  PARTIES")  and  AGU  ENTERTAINMENT   CORP.,  PYRAMID  RECORDS
INTERNATIONAL,  THE TUBE MUSIC NETWORK, and any and all affiliated companies and
subsidiaries,   officers  and  directors,   agents,   (hereinafter  collectively
sometimes referred to as "AGU").

      Disputes and  differences  have arisen between the parties with respect to
employment and other business relationships between the parties.

      The parties have agreed to amicably  resolve,  settle and  compromise  all
disputes  and  differences  they  have  or may  have  arising  out of  facts  or
occurrences  existing as of this date,  known or unknown,  which are  referenced
below and the  parties do hereby  mutually  release  each other,  including  all
allied, associated and affiliated companies and subsidiaries, and these releases
extend to all of the employees, agents, representatives,  directors, offices and
attorneys of each party.

That said, and in furtherance of same,

   1.    AGU agrees to pay  $11,000.00 in settlement of an  outstanding  legal
         bill owed by Pyramid  Records  Corp.,  Attn:  Allen  Jacobi,  Esq. to
         Richard  Wolfe,  Esq.  and  Wolfe  &  Goldstein,  P.A.  to  "Wolfe  &
         Goldstein,  P.A." on or before (15)  fifteen  days from the date that
         this  agreement is executed by all parties,  AGU will pay  $5,500.00,
         and thereafter AGU will make monthly  $2,000.00  payments towards the
         remaining   settlement  amount.   Each  of  the  PYRAMID  PARTIES  do
         personally  guarantee  that  this  will  fully  satisfy  any  and all
         outstanding debts, legal bills or other now pending  obligations owed
         to Richard Wolfe, Esq. and Wolfe & Goldstein, P.A.
   2.    The  PYRAMID  PARTIES  shall  immediately  and forever  facilitate  and
         transfer  all  rights,  interest  and  usage  of the  telephone  number
         305-899-6100  to AGU and will forthwith sign any and all transfer forms
         necessary with Bellsouth.
   3.    The closing  date,  time,  and  location  for  execution of this Mutual
         Release and Settlement Agreement,  shall be Wednesday,  4:00 PM at 3200
         W. Oakland Park Blvd., Lauderdale Lakes, FL 33311.
   4.    At the  time of  execution  of this  Mutual  Release  and  Settlement
         Agreement,   the  PYRAMID   PARTIES  shall  deliver  to  David  Levy,
         President of AGU at 3200 W. Oakland Park Blvd.,  Lauderdale Lakes, FL
         33311 all hard copy files in regards  to all  business  that each and
         every  PYRAMID  PARTY was a part of,  which in any way relates to AGU
         and any of its associated and affiliated  companies and subsidiaries,
         employees,  agents,  representatives,  directors, and officers within
         their possession or control during their  respective  employment with
         AGU.   This   includes,   but  is  not   limited   to,  any  and  all


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         correspondence,  writings, emails, documents,  pictures,  recordings,
         drawings, and contracts of any kind.
   5.    AGU will  relinquish  all rights and  interest to the  Internet  domain
         known as www.PyramidRecords.com to the PYRAMID PARTIES.
   6.    The PYRAMID PARTIES shall be allowed to keep the forty thousand dollars
         ($40,000.00) to be received by Allen Jacobi from the purchasing  party.
         UNCUT ___ LTD  regarding  that  certain  License  Agreement  that Allen
         Jacobi  entered  into for the sale of the foreign  rights to "Bridge to
         Havana."  With that  money,  the PYRAMID  PARTIES  must pay any and all
         brokerage  commissions  promised or bargained for with, through and for
         that certain  contract.  Further,  the PYRAMID  PARTIES  represent  and
         warrant  that they have as of the date of the  signing  of this  Mutual
         Release  and  Settlement,  satisfied  and  paid  any and all  brokerage
         commissions due and owing. Contemporaneously with the execution of this
         Mutual Release and Settlement Agreement, the PYRAMID PARTIES agree that
         they will furnish a fully executed copy of the License  Agreement,  and
         thereafter will notify the licensee in writing (and copy AGU) that they
         are no longer  authorized  to  communicate  on behalf of Pyramid  Music
         Corp. or AGU, and that all future correspondences should be directed to
         David Levy, President of AGU at 3200 W. Oakland Park Blvd.,  Lauderdale
         Lakes,  FL 33311.  AGU shall be  entitled to all  royalties  and future
         monies due under said License  Agreement.  After the  execution of this
         Mutual Release and Settlement  Agreement any other monies  received the
         PYRAMID PARTIES pursuant to the  above-mentioned  License Agreement and
         any  amendments  or addendums  thereto  other than the  above-mentioned
         forty thousand  dollars  ($40,000.00),  shall be deemed the property of
         AGU and must be immediately tendered to AGU by the PYRAMID PARTIES.
   7.    At the  time  of  execution  of  this  Mutual  Release  and  Settlement
         Agreement,  the PYRAMID PARTIES shall deliver to David Levy,  President
         of AGU at 3200 W. Oakland Park Blvd.,  Lauderdale  Lakes,  FL 33311 all
         contractual  rights  of  any  kind,  master  recordings  in  any  form,
         including,  but not limited  to,  DVD, CD or tape  related to Bridge to
         Havana, Lalah Hathaway, Chaka Khan, and DubFX.
   8.    The current Distribution Agreement,  which was assigned to AGU, shall
         remain in full force and effect as the current and existing  property
         and right of AGU.  None of the PYRAMID  PARTIES shall ever disturb or
         seek to act in any capacity  toward or in  furtherance  of any rights
         thereto,  including,  but  not  limited  to,  acting  as  "Key  Man."
         Contemporaneously  with the  execution  of this  Mutual  Release  and
         Settlement  Agreement,  the PYRAMID  PARTIES will notify the licensee
         in  writing  (and copy AGU)  that  they are no longer  authorized  to
         communicate  on behalf of Pyramid  Music Corp.  or AGU,  and that all
         future  correspondences  should be directed to David Levy,  President
         of AGU at 3200 W. Oakland Park Blvd., Lauderdale Lakes, FL 33311.
   9.    With  regard  to the  existing  Stephen  Stills  agreement,  AGU  shall
         transfer any rights and interest it may have in said agreement to ALLEN
         JACOBI,  if within the next thirty (30) days from the date of execution
         of this Mutual  Release and  Settlement  Agreement,  should Mr.  Jacobi
         execute and deliver to AGU a standard acceptable form of a Full General
         Release from Jerry [illegible] and [illegible] Production, LLC.
   10.   At the  time of  execution  of this  Mutual  Release  and  Settlement
         Agreement,   the  PYRAMID   PARTIES  shall  deliver  to  David  Levy,
         President of AGU at 3200 W. Oakland Park Blvd.,  Lauderdale Lakes, FL


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         33311,  [text manually  deleted] and each of the leased four (4) DELL
         computers  and  their  accessories,  components,  and  all  of  their
         documented  hard drives and contents  therein.  However,  the PYRAMID
         PARTIES   may   remove   their  own  legal  and  other   confidential
         information, which had been stored on those computers.
   11.   As a  [illegible]  inducement  to enter into this Mutual  Release and
         Settlement  Agreement,  the Parties agree that the settlement letters
         between the Parties,  the Parties' verbal  discussions,  the terms of
         this  settlement   negotiation  and  all  documents   reflecting  the
         settlement,   except  any   documents   which  may  be  necessary  to
         effectuate  the  intent of any terms  mentioned  within  this  Mutual
         Release  and  Settlement   Agreement,   shall  be  confidential   and
         privileged,  and shall not be disclosed to any third party other than
         (1) any  accountant;  (2) the Internal  Revenue  Service or any other
         taxing  authority;  (3) the  attorneys  and employees of the Parties;
         (4) as  otherwise  required  by law,  including  but not  limited to,
         under  regulations  of  the  United  States  SEC,  state  [illegible]
         services regulators and other governmental  agencies; (5) in response
         to a Court Order  compelling  production in response to a request for
         production  or  subpoena;  or (6) as necessary to enforce this Mutual
         Release and Settlement Agreement.
   12.   The  Parties  are not  relying  upon any prior,  contemporaneous,  or
         concurrent oral, tacit, or written representation,  statement, letter
         agreement,   understanding,   side-deal,   inducement,  warranty,  or
         utterance  as  an  inducement  to  enter  into  Mutual   Release  and
         Settlement  Agreement.  This written  Mutual  Release and  Settlement
         Agreement  constitutes the entire  understanding  of the Parties with
         respect   to   the   disposition   of   conversations,   inducements,
         understandings,  warranties,  utterances or agreements made prior to,
         contemporaneous   with,   and/or   concurrently  with  execution  and
         delivery of this Mutual Release and  Settlement  Agreement are merged
         into this written document and are of no further force and effect.
   13.   Except as provided herein,  the Parties hereby warrant and represent to
         each  other  than they have not made any  sale,  assignment,  transfer,
         conveyance  or other  disposition  of any of their  actual or potential
         claims,  actions,  crossclaims,  counterclaims,  defenses and causes of
         action  against  each other and that they are  authorized  to  execute,
         deliver and perform under this Mutual Release and Settlement Agreement.
   14.   No change,  modification  or waiver of any  provision  of this Mutual
         Release  and  Settlement  Agreement  or any exhibit  hereto  shall be
         valid or binding  unless it is in writing  and signed by all  Parties
         to this Mutual  Release  and  Settlement  Agreement.  Notwithstanding
         any  applicable  law,  the  terms  of this  paragraph  and all  other
         provisions of this Mutual  Release and  Settlement  Agreement may not
         be waived by any prior,  contemporaneous,  concurrent  or  subsequent
         course of dealing,  course of conduct,  trade practice,  or attempted
         modification.
   15.   In any  proceeding to enforce or concerning  this Mutual  Release and
         Settlement  Agreement,  in  addition  to any  other  relief  that the
         prevailing  Party may be entitled to, the  prevailing  Party shall be
         entitled to recover their  attorneys'  fees and costs incurred at the
         trial and  appellate  levels,  including,  but not  limited  to,  any
         attorneys'  fees and costs incurred in litigating the  entitlement to
         and  amount  of such  attorneys'  fees  and  costs.  This  Settlement
         Agreement  shall  be  construed  in  accordance  with the laws of the
         State of Florida,  and each Party expressly consents to the exclusive


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         jurisdiction  and venue to and  within  the State  Courts of  Broward
         County,  Florida for any  litigation  to enforce the contents of this
         Mutual Release and Settlement Agreement.

      Each Party,  ALLEN  JACOBI;  JOSH  DANOFF;  JEFF SHANE;  DELSY  GUTIERREZ;
PYRAMID RECORDS CORP.; PYRAMID MEDIA GROUP, and AGU ENTERTAINMENT CORP., PYRAMID
RECORDS  INTERNATIONAL,  THE  TUBE  MUSIC  NETWORK,  and any and all  affiliated
companies and subsidiaries,  officers and directors,  agrees, hereby [illegible]
mutually  releases,  acquits,  satisfies and forever discharges the other of and
from any and all  manner of action  and  actions,  cause and  causes of  action,
suits, debts, [illegible],  sums of money, accounts,  reckonings,  bonds, bills,
ledgers,   specialties,   securities,   [illegible],   negotiable   instruments,
covenants,   contracts,   controversies,   agreements,   promises,  [illegible],
[illegible], damages, judgments, executions,  [illegible] and demands whatsoever
in law or in equity,  which each ever had,  now has,  or may have in the future,
against  the  other,  for,  upon or by  reason  of any  manner,  cause  or thing
whatsoever from the beginning of time to the date hereof.

   16.   By signing below,  the Parties  hereby  represent and warrant that they
         possess lawful  authority to execute this Mutual Release and Settlement
         Agreement and to execute all  settlement  instruments  on behalf of the
         designated  Parties to bind said Parties to the terms and conditions of
         this Mutual  Release and Settlement  Agreement,  and to perform any act
         required by this Mutual Release and Settlement Agreement.

      IN WITNESS  WHEREOF,  I have hereunto set my hand and seal on the date set
forth below.

                                    ALLEN JACOBI, an individual




                                    By:   /s/ Allen Jacobi
                                          --------------------------------------



STATE OF FLORIDA            )
                            )
COUNTY OF Dade              )

      The foregoing  instrument was sworn to and  acknowledged  before me this 8
day of December,  2004 by ALLEN JACOBI,  who is either personally known to me or
produced ________________ as identification.