Exhibit 10.29

                                 AGU TERM SHEET


TRANSACTION:      Convertible, secured Loan with Warrants

BORROWER:         AGU Entertainment Corp., a Delaware corporation

LENDER:           Mitchell Entertainment Company, a Delaware LLC

LOAN AMOUNT:  $3,000,000.00 to be funded on or before December 15, 2004, subject
to the provisions of the paragraph  below  entitled,  "Security." All agreements
respecting  the Loan shall be  evidenced  by a  Securities  Purchase  Agreement,
providing for the purchase of the note,  warrant and common stock  issuable upon
conversion/exercise.

SECURITY:  The Loan shall be securitized by a mortgage  (subordinate only to the
existing  first  mortgage of  approximately  $7,000,000.00)  on Borrower's  real
property located on the South side of Oakland Park Boulevard between 31st Avenue
and Somerset Drive in Lauderdale Lakes,  Florida (the "Property").  The Property
consists of approximately 22.6 acres of land and an existing 162,000 square foot
building.  The Loan shall also be secured by Borrower's  existing right of first
refusal to  acquire  two  additional  parcels of land  located  adjacent  to the
Property.  Borrower will provide an ALTA lenders title policy.  It is understood
that, as of the date hereof,  Borrower has not acquired the  Property;  however,
Borrower  is under  contract  to acquire the  Property  for a purchase  price of
approximately $8,500,000, of which the Borrower has paid $850,000 to date in the
form of 250,000  shares of common stock (valued at $3.00 per share) and $100,000
in cash,  and warrants that no default  exists by any party under said contract.
Copies of all documentation  with respect to such acquisition shall be delivered
to Lender,  together  with all other  documents to be delivered  pursuant to the
paragraph  entitled,  "Due  Diligence." It is further  understood  that the Loan
shall be subject to and concurrent  with the successful  closing of the Property
prior to December 31, 2004.  With the exception of all trucks acquired under the
asset  purchase  of  Lights,   Cable  and  Heavy  Stuff,  Inc.,  the  loan  will
additionally be collateralized  by the security interest in Borrower's  personal
property, subject to security interests existing on the date of the loan.

LOAN TERM: Two years;  provided,  however,  if the last calendar  quarter EBITDA
(determined  by GAAP,  consistently  applied)  prior to the maturity of the Loan
Term  shall  not have at least  equaled  $5,000,000.00,  Lender  shall  have the
on-going right, on a quarterly basis, to either call, convert or extend the Term
of the Loan until EBITDA shall at least equal  $5,000,000.00  for any subsequent
calendar quarter.

EARLY  CALL DATE:  In the event  Borrower's  cash flow shall not at least  equal
break-even (i.e. operating cash flow at least equals operating expenses) for the
calendar year of 2005, Lender shall have the right to call for full repayment of
the Loan,  together with all accrued but unpaid interest  thereon,  upon 60 days
prior written notice to Borrower.

INTEREST  RATE:  10% per annum,  payable in monthly  installments  of interest
only.

FINDER'S  FEE:  Two points  (i.e.  $60,000.00)  payable to Palmetto  Services,
Inc., an affiliate of Lender, for finding the Loan.


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LOAN EXPENSE:  Borrower shall reimburse Lender for all out-of-pocket expenses in
connection with the Loan transaction, including, without limitation, legal fees,
due diligence  expenses,  surveys,  engineering reports and a Lender's ALTA Tile
Insurance  Policy,  whether  or not the Loan is  funded.  Upon  commencement  of
drafting the definitive documents,  Borrower shall advance to Lender $25,000, to
cover a portion of such expenses.

INFORMATION: All financial and other information affecting Borrower as set forth
in the Loan Documents shall be provided to Lender on a monthly basis.

RIGHT OF  TRANSFER:  Borrower  shall not be  permitted  to  assign or  otherwise
transfer its obligations or any asset securitizing the Loan to any party, except
to any affiliate of Borrower which  affiliate shall be under the same management
as Borrower,  without the prior written  consent of Lender,  which consent shall
not be unreasonably withheld.

PRE-PAYMENT:  Borrower  shall be  permitted to pre-pay all or any portion of the
Loan without the prior  written  consent of Lender;  provided,  however,  in the
event of any such pre-payment, Lender shall have the right to purchase shares of
Borrowers  stock at the conversion  price and at any time during the entire Loan
Term, as if the Loan (or any portion thereof) shall not have been pre-paid.

SHARE CONVERSION  RIGHT: At any time during the Loan Term, Lender shall have the
right to convert all  outstanding  principal  and interest due under the Loan to
shares of the Borrower's common stock at a conversion price of $1.50 per share.

FORCED CONVERSION:  At any time after the expiration of the first anniversary of
the Loan Term,  Borrower  shall have the right to force  conversion of the Loan,
provided  (i) all shares to be  acquired by  Borrower  shall be freely  tradable
without restriction whatsoever,  (ii) Borrower's shares shall have traded on the
market at a price of not less than  $5.00  per  share  for 90  consecutive  days
immediately prior to Borrower's  exercise of such right of forced conversion and
(iii)  Borrower  knows of no reason why the price of such shares would likely be
traded  below $5.00 per share for a period of at least 30 days after the date of
such forced conversion.

WARRANT:  Borrower  will issue a Warrant to purchase up to  2,000,000  shares of
Borrower's  common stock at an initial  exercise  price of $2.00 per share.  The
term of the Warrant shall be five years.

ANTI-DILUTION:  Both the Note and the Warrant  will  provide  for  anti-dilution
protection  in the  event of stock  dividends,  stock  splits,  other  customary
dilutive  events and the issuance of common  shares by the Company but less than
the then conversion/exercise price. The latter anti-dilution protection shall be
a "ratchet" to the issue price, without taking into account the number of shares
sold by the Company. In the event the Company's EBITDA does not equal $4,000,000
during  the last  calendar  quarter  prior to  maturity  of the Loan  term,  the
conversion/exercise  price under the Note and Warrant shall be ratcheted down to
the market price of the Company's common stock on the last day of the applicable
calendar  quarter,  to the  extent  such  market  price  is less  than  the then
applicable conversion/exercise price.

REGISTRATION:  Within 60 days of closing,  the Company  will  prepare and file a
Registration  Statement  covering the shares of common stock assignable upon the


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conversion  of  the  Note  and  issuable  upon  exercise  of the  Warrants.  The
Registration Statement shall be kept effective until such shares are sold or can
be sold under Rule  144(k).  Borrower  will enter into  Lender's  standard  form
Registration Rights Agreement containing the foregoing terms and other customary
terms and provisions acceptable to Lender.

DUE  DILIGENCE:  Within five days of the date hereof,  Borrower shall provide to
Lender all documents and other materials and information related to Borrower and
the Property,  together with a preliminary title report relating to the Property
and option  property.  Lender  shall have a due  diligence  period of 10 days in
which to either  approve or  disapprove  same.  Lender  will also  commence  its
general  due  diligence  review of  Borrower,  which  will not be limited to any
specific timeframe.  Concurrently with the date hereof,  Lender's attorney shall
commence  the  preparation  of all Loan  Documents  and  related  agreements  in
connection with the proposed  transaction.  In the event Lender shall disapprove
any of the items  provided by Borrower to Lender,  as  aforesaid,  the  proposed
transaction  shall  terminate  and Borrower  shall pay all  out-of-pocket  costs
incurred by Lender with respect to such  preparation  of documents and review of
all due diligence  matters.  The $25,000 cost advance referred to above shall be
applied to such  costs.  If there is an excess  balance,  such  amount  shall be
refunded to Borrower without interest.

NO COMMITMENT: This Memorandum shall not be deemed a commitment or obligation of
Lender to lend any funds to Borrower.  It is agreed and  understood  that Lender
will  only  make  such  loan if the  results  of its due  diligence  review  are
satisfactory to lender, in its sole and absolute discretion.  This Memorandum is
not  intended  to set  forth  all  terms  and  conditions  of the  various  loan
agreements and documents.

Agreed in  principle  (except  as  respects  the  provisions  of the Term  Sheet
respecting the payment of Lender's fees and costs and the $25,000 advance, which
shall be deemed binding).


AGU Entertainment Corp.,
a Delaware corporation


By:  /s/ David Levy
     -----------------------------


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