EXHIBIT 4.13

                          GUARANTY AND PLEDGE AGREEMENT

      GUARANTY  AND PLEDGE  AGREEMENT  (this  "Agreement"),  dated as of June 8,
2004, among Pacificap  Entertainment  Holdings,  Inc., a Nevada corporation (the
"Company"), Michael Riley (the "Pledgor"), and the pledgees signatory hereto and
their  respective  endorsees,   transferees  and  assigns   (collectively,   the
"Pledgees").

                              W I T N E S S E T H:

      WHEREAS,  pursuant  to a  Securities  Purchase  Agreement,  dated the date
hereof, between Company and the Pledgees (the "Purchase Agreement"), Company has
agreed to issue to the Pledgees and the  Pledgees  have agreed to purchase  from
Company certain of Company's 10% Callable  Secured  Convertible  Notes,  due two
years from the date of issue (the "Notes"), which are convertible into shares of
Company's  Common  Stock,  par value $.001 per share (the  "Common  Stock").  In
connection  therewith,  Company  shall issue the Pledgees  certain  Common Stock
purchase warrants (the "Warrants"); and

      WHEREAS,  as a  material  inducement  to the  Pledgees  to enter  into the
Purchase Agreement, the Pledgees have required and the Pledgor has agreed (i) to
unconditionally guarantee the timely and full satisfaction of all obligations of
the Company,  whether matured or unmatured, now or hereafter existing or created
and  becoming  due  and  payable  (the  "Obligations")  to the  Pledgees,  their
successors,  endorsees,  transferees or assigns under the Transaction  Documents
(as  defined in the  Purchase  Agreement)  to the extent of the  Collateral  (as
defined  in  Section  5  hereof),  and  (ii) to  grant  to the  Pledgees,  their
successors,  endorsees, transferees or assigns a security interest in all of the
shares  of  Common  Stock  currently  owned by the  Pledgor  (collectively,  the
"Shares"),  as collateral  security for Obligations.  Terms used and not defined
herein shall have the meaning ascribed to them in the Purchase Agreement.

      NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual
covenants contained herein, the parties hereby agree as follows:

      1.  Guaranty.  To  the  extent  of  the  Collateral,  the  Pledgor  hereby
absolutely,  unconditionally and irrevocably  guarantees to the Pledgees,  their
successors,  endorsees, transferees and assigns the due and punctual performance
and  payment  of the  Obligations  owing  to  the  Pledgees,  their  successors,
endorsees, transferees or assigns when due, all at the time and place and in the
amount  and  manner  prescribed  in,  and  otherwise  in  accordance  with,  the
Transaction  Documents,  regardless of any defense or set-off counterclaim which
the Company or any other person may have or assert, and regardless of whether or
not the Pledgees or anyone on behalf of the Pledgees  shall have  instituted any
suit,  action or  proceeding  or  exhausted  its  remedies or taken any steps to
enforce any rights  against  the Company or any other  person to compel any such
performance  or observance or to collect all or part of any such amount,  either
pursuant to the provisions of the Transaction  Documents or at law or in equity,
and regardless of any other condition or contingency.  The Pledgor shall have no
obligation  whatsoever  to the Pledgees  beyond the  Collateral  pledged for the
Obligations set forth herein.


<PAGE>

      2. Waiver of Demand.  The Pledgor hereby  unconditionally:  (i) waives any
requirement that the Pledgees,  in the event of a breach in any material respect
by the Company of any of its  representations  or warranties in the  Transaction
Documents,  first make demand upon,  or seek to enforce  remedies  against,  the
Company or any other person before demanding  payment of enforcement  hereunder;
(ii) covenants  that this  Agreement  will not be discharged  except by complete
performance of all the Obligations to the extent of the Collateral; (iii) agrees
that this Agreement shall remain in full force and effect without regard to, and
shall not be affected  or  impaired,  without  limitation,  by, any  invalidity,
irregularity  or  unenforceability  in  whole  or in  part  of  the  Transaction
Documents or any limitation on the liability of the Company  thereunder,  or any
limitation  on the  method  or  terms of  payment  thereunder  which  may now or
hereafter  be  caused or  imposed  in any  manner  whatsoever;  and (iv)  waives
diligence, presentment and protest with respect to, and notice of default in the
performance  or payment of any  Obligation by the Company under or in connection
with the Transaction Documents.

      3.  Release.  The  obligations,  covenants,  agreements  and duties of the
Pledgor hereunder shall not be released,  affected or impaired by any assignment
or  transfer,  in  whole  or in  part,  of  the  Transaction  Documents  or  any
Obligation,  although made without  notice to or the consent of the Pledgor,  or
any  waiver by the  Pledgees,  or by any other  person,  of the  performance  or
observance  by the Company or the Pledgor of any of the  agreements,  covenants,
terms or conditions contained in the Transaction Documents, or any indulgence in
or the  extension  of the  time  or  renewal  thereof,  or the  modification  or
amendment  (whether  material or  otherwise),  or the  voluntary or  involuntary
liquidation,  sale or other  disposition  of all or any  portion of the stock or
assets  of  the  Company  or  the  Pledgor,  or  any  receivership,  insolvency,
bankruptcy,  reorganization, or other similar proceedings, affecting the Company
or the  Pledgor or any assets of the Company or the  Pledgor,  or the release of
any proper from any security for any  Obligation,  or the impairment of any such
property or security,  or the release or discharge of the Company or the Pledgor
from the performance or observance of any agreement, covenant, term or condition
contained in or arising out of the Transaction Documents by operation of law, or
the merger or consolidation of the Company, or any other cause,  whether similar
or dissimilar to the foregoing.

      4. Subrogation.

            (a) Unless and until complete  performance of all the Obligations to
the extent of the Collateral,  the Pledgor shall not be entitled to exercise any
right of subrogation to any of the rights of the Pledgees against the Company or
any  collateral  security or guaranty  held by the  Pledgees  for the payment or
performance  of the  Obligations,  nor shall the Pledgor seek any  reimbursement
from the Company in respect of payments made by the Pledgor hereunder.

            (b) In the extent that the Pledgor shall become obligated to perform
or pay any sums  hereunder,  or in the event that for any reason the  Company is
now or shall hereafter  become  indebted to the Pledgor,  the amount of such sum
shall at all times be subordinate  as to lien,  time of payment and in all other
respects,  to the amounts owing to the Pledgees under the Transaction  Documents
and the  Pledgor  shall  not  enforce  or  receive  payment  thereof  until  all
Obligations  due to the Pledgees  under the  Transaction  have been performed or
paid.  Nothing herein contained is intended or shall be construed to give to the
Pledgor any right of subrogation in or under the Transaction  Documents,  or any
right to participate in any way therein,  or in any right,  title or interest in
the assets of the Pledgees.



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<PAGE>


      5.  Security.   As  collateral  security  for  the  punctual  payment  and
performance, when due, by the Company of all the Obligations, the Pledgor hereby
pledges  with,  hypothecates,  transfers  and assigns to the Pledgees all of the
Shares and all proceeds,  shares and other  securities  received,  receivable or
otherwise  distributed  in respect of or in exchange for the Shares,  including,
without  limitation,  any shares and other securities into which such Shares may
be convertible or exchangeable  (collectively,  the "Additional  Collateral" and
together  with the  Shares,  the  "Collateral").  Simultaneously  herewith,  the
Pledgor  shall  deliver to the  Pledgees  the  certificate(s)  representing  the
Shares,  stamped with a bank  medallion  guarantee,  along with a stock transfer
power duly  executed  in blank by the  Pledgor,  to be held by the  Pledgees  as
security.  Any  Collateral  received  by the Pledgor on or after the date hereof
shall be immediately  delivered to the Pledgees together with any executed stock
powers or other transfer documents requested by the Pledgees,  which request may
be made at any time prior to the date when the Obligations  shall have been paid
and otherwise satisfied in full.

      6. Voting Power, Dividends, Etc. and other Agreements.

            (a) Unless and until an Event of Default  (as set forth in Section 7
hereof) has occurred, the Pledgor shall be entitled to:

                  (i) Exercise all voting and/or consensual powers pertaining to
the Collateral, or any part thereof, for all purposes;

                  (ii)  Receive and retain  dividends  paid with  respect to the
Collateral; and

                  (iii)  Receive  the  benefits  of any  income  tax  deductions
available to the Pledgor as a shareholder of the Company.

            (b) The  Pledgor  agrees  that it will not sell,  assign,  transfer,
pledge, hypothecate, encumber or otherwise dispose of the Collateral.

            (c) The Pledgor and the Company  jointly and severally  agree to pay
all costs including all reasonable attorneys' fees and disbursements incurred by
the Pledgees in enforcing this Agreement in accordance with its terms.

      7. Default and Remedies.

            (a) For the  purposes of this  Agreement,  "Event of Default"  shall
mean:

                  (i)  default  in or under  any of the  Obligations  after  the
            expiration, without cure, of any applicable cure period;

                  (ii) a breach in any material respect by the Company of any of
            its representations or warranties in the Transaction Documents; or


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<PAGE>

                  (iii) a breach in any  material  respect by the Pledgor of any
            of its representations or warranties in this Agreement.

            (b) the Pledgees  shall have the following  rights upon any Event of
Default:

                  (i) the rights and remedies provided by the Uniform Commercial
            Code as  adopted  by the State of New York (the  "UCC") (as said law
            may at any time be amended);

                  (ii) the right to receive and retain all  dividends,  payments
            and  other  distributions  of  any  kind  upon  any  or  all  of the
            Collateral;

                  (iii) the right to cause  any or all of the  Collateral  to be
            transferred  to its own name or to the name of its designee and have
            such transfer recorded in any place or places deemed  appropriate by
            the Pledgees; and

                  (iv) the  right to sell,  at a public  or  private  sale,  the
            Collateral  or any part thereof for cash,  upon credit or for future
            delivery, and at such price or prices in accordance with the UCC (as
            such law may be amended  from time to time).  Upon any such sale the
            Pledgees shall have the right to deliver, assign and transfer to the
            purchaser  thereof the  Collateral so sold.  The Pledgees shall give
            the  Pledgor  not less  than ten (10)  days'  written  notice of its
            intention  to make any such sale.  Any such  sale,  shall be held at
            such time or times during ordinary  business hours and at such place
            or places as the  Pledgees  may fix in the notice of such sale.  The
            Pledgees  may  adjourn  or  cancel  any sale or cause the same to be
            adjourned  from time to time by  announcement  at the time and place
            fixed for the  sale,  and such sale may be made at any time or place
            to which the same may be so adjourned. In case of any sale of all or
            any part of the  Collateral  upon terms  calling for payments in the
            future, any Collateral so sold may be retained by the Pledgees until
            the selling price is paid by the purchaser thereof, but the Pledgees
            shall  incur  no  liability  in the  case  of the  failure  of  such
            purchaser to take up and pay for the  Collateral so sold and, in the
            case of such failure,  such  Collateral  may again be sold upon like
            notice.  The Pledgees,  however,  instead of exercising the power of
            sale herein  conferred  upon them, may proceed by a suit or suits at
            law or in equity to  foreclose  the  security  interest and sell the
            Collateral,  or any portion thereof, under a judgment or decree of a
            court or courts of competent  jurisdiction,  the Pledgor having been
            given due notice of all such  action.  The  Pledgees  shall incur no
            liability  as a  result  of a sale  of the  Collateral  or any  part
            thereof.  All  proceeds  of  any  such  sale,  after  deducting  the
            reasonable  expenses  and  reasonable  attorneys'  fees  incurred in
            connection  with such sale,  shall be applied  in  reduction  of the
            Obligations,  and  the  remainder,  if  any,  shall  be  paid to the
            Pledgor.

      8.  Application  of  Proceeds;  Release.  The  proceeds  of  any  sale  or
enforcement of or against all or any part of the Collateral,  and any other cash
or  collateral at the time held by the Pledgees  hereunder,  shall be applied by
the Pledgees  first to the payment of the  reasonable  costs of any such sale or
enforcement,  then to reimburse the Pledgees for any damages,  costs or expenses
incurred by the Pledgees as a result of an Event of Default, then to the payment
of the  principal  amount or stated valued (as  applicable)  of, and interest or
dividends  (as  applicable)  and any  other  payments  due in  respect  of,  the
Obligations.  The remainder,  if any,  shall be paid to the Pledgor.  As used in
this  Agreement,  "proceeds"  shall mean  cash,  securities  and other  property
realized in respect of, and distributions in kind of, the Collateral,  including
any thereof received under any reorganization, liquidation or adjustment of debt
of any issuer of securities included in the Collateral.


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<PAGE>

      9. Representations and Warranties.

            (a) The Pledgor hereby represents and warrants to the Pledgees that:

                  (i) the Pledgor has full power and  authority  and legal right
            to pledge the Collateral to the Pledgees  pursuant to this Agreement
            and this Agreement constitutes a legal, valid and binding obligation
            of the Pledgor, enforceable in accordance with its terms.

                  (ii) the execution, delivery and performance of this Agreement
            and other  instruments  contemplated  herein  will not  violate  any
            provision  of any  order or  decree  of any  court  or  governmental
            instrumentality  or of any  mortgage,  indenture,  contract or other
            agreement  to which the  Pledgor is a party or by which the  Pledgor
            and the Collateral may be bound, and will not result in the creation
            or imposition  of any lien,  charge or  encumbrance  on, or security
            interest  in,  any  of  the  Pledgor's  properties  pursuant  to the
            provisions of such mortgage, indenture, contract or other agreement.

                  (iii) the Pledgor is the sole record and  beneficial  owner of
            all of the Shares; and

                  (iv) the  Pledgor  owns the  Collateral  free and clear of all
            Liens.

            (b) The Company represents and warrants to the Pledgees that:

                  (i) it has no  knowledge  that any of the  representations  or
            warranties  of the  Pledgor  herein  are  incorrect  or false in any
            material respect;

                  (ii) all of the Shares  were  validly  issued,  fully paid and
            non-assessable; and

                  (iii) the Pledgor is the record holder of the Shares.

      10. No Waiver;  No  Election  of  Remedies.  No failure on the part of the
Pledgees to exercise,  and no delay in  exercising,  any right,  power or remedy
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise by the  Pledgees of any right,  power or remedy  preclude  any other or
further  exercise  thereof or the exercise of any other right,  power or remedy.
The  remedies  herein  provided  are  cumulative  and are not  exclusive  of any
remedies  provided by law. In  addition,  the exercise of any right or remedy of
the Pledgees at law or equity or under this  Agreement  or any of the  documents
shall not be deemed to be an election of Pledgee's rights or remedies under such
documents or at law or equity.


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<PAGE>

      11.  Termination.  This Agreement shall terminate on the date on which all
Obligations have been performed, satisfied, paid or discharged in full.

      12. Further  Assurances.  The parties hereto agree that, from time to time
upon the written request of any party hereto, they will execute and deliver such
further documents and do such other acts and things as such party may reasonably
request in order fully to effect the  purposes of this  Agreement.  The Pledgees
acknowledge  that  they  are  aware  that  Pledgor  shall  have  no  obligations
whatsoever to the Pledgees beyond the Collateral pledged for the Obligations set
forth herein,  and no request for further  assurance may or shall  increase such
Obligations.

      13. Miscellaneous.

            (a) Modification.  This Agreement contains the entire  understanding
between the parties with respect to the subject  matter hereof and  specifically
incorporates  all prior oral and  written  agreements  relating  to the  subject
matter  hereof.  No portion  or  provision  of this  Agreement  may be  changed,
modified,  amended,  waived,  supplemented,  discharged,  canceled or terminated
orally or by any course of dealing,  or in any manner other than by an agreement
in writing, signed by the party to be charged.

            (b)  Notice.  Any  and  all  notices  or  other   communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this Section  prior to 6:30 p.m. (New
York City time) on a Business Day (as defined in the Purchase  Agreement),  (ii)
the Business Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile  telephone  number specified in this
Agreement later than 6:30 p.m. (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the Business Day following
the  date of  mailing,  if  sent  by  nationally  recognized  overnight  courier
services,  or (iv) upon  actual  receipt  by the  party to whom  such  notice is
required to be given. The address for such notices and  communications  shall be
as follows:

         If to the Company:         Pacificap Entertainment Holdings, Inc.
                                    12268 Via Latina
                                    Del Mar, California  92914
                                    Attention: President
                                    Telephone:  858-481-2207
                                    Facsimile:   858-481-2207


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<PAGE>


         With copies to:            Sichenzia Ross Friedman Ference LLP
                                    1065 Avenue of the Americas
                                    New York, New York  10018
                                    Attention:  Gregory Sichenzia, Esq.
                                    Telephone:  212-930-9700
                                    Facsimile:   212-930-9725


         If to the Pledgor:         Michael Riley
                                    c/o Pacificap Entertainment Holdings, Inc.
                                    12268 Via Latina
                                    Del Mar, California 92914
                                    Telephone: 858-481-2207
                                    Facsimile: 858-481-2207

         If to the Pledgees:        AJW Partners, LLC
                                    AJW Offshore, Ltd.
                                    AJW Qualified Partners, LLC
                                    New Millennium Capital Partners II, LLC
                                    1044 Northern Boulevard
                                    Suite 302
                                    Roslyn, New York  11576
                                    Facsimile No.:  (516) 739-7115
                                    Attn:  Corey S. Ribotsky

         With copies to:            Ballard Spahr Andrews & Ingersoll, LLP
                                    1735 Market Street, 51st Fl.
                                    Philadelphia, PA 19103
                                    Facsimile No.: (215) 864-8999
                                    Attn:  Gerald J. Guarcini, Esquire

            (c)  Invalidity.  If any  part of this  Agreement  is  contrary  to,
prohibited  by, or deemed invalid under  applicable  laws or  regulations,  such
provision  shall be  inapplicable  and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.

            (d) Benefit of Agreement.  This Agreement  shall be binding upon and
inure to the parties hereto and their respective successors and assigns.

            (e) Mutual  Agreement.  This  Agreement  embodies  the arm's  length
negotiation  and mutual  agreement  between the parties  hereto and shall not be
construed against either party as having been drafted by it.


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<PAGE>

            (f) New York Law to Govern.  This Agreement shall be governed by and
construed and enforced in accordance  with the internal laws of the State of New
York without  regard to the  principals of conflicts of law thereof.  Each party
hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
Federal  courts sitting in the city of New York,  borough of Manhattan,  for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the jurisdiction of any such court or that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding by mailing a copy thereof to such party at the
address in effect for  notices to it under this  agreement  and agrees that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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      IN WITNESS  WHEREOF,  the parties  hereto have  caused this  Guaranty  and
Pledge Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.

                              PACIFICAP ENTERTAINMENT
                              HOLDINGS, INC.

                              By:  /s/ Ed Litwak
                                   -------------------------
                                   Ed Litwak
                                   President

                              PLEDGEES:

                              AJW PARTNERS, LLC

                              By:      SMS Group, LLC


                                       By:  /s/ Corey S. Ribotsky
                                           -------------------------
                                           Corey S. Ribotsky
                                           Manager

                              AJW OFFSHORE, LTD.

                              By:  First Street Manager II, LLC

                                   By:  /s/ Corey S. Ribotsky
                                           -------------------------
                                           Corey S. Ribotsky
                                           Manager

                              AJW QUALIFIED PARTNERS, LLC

                              By:  AJW Manager, LLC

                                   By:  /s/ Corey S. Ribotsky
                                           -------------------------
                                           Corey S. Ribotsky
                                           Manager

                              NEW MILLENNIUM CAPITAL PARTNERS II, LLC

                              By:  First Street Manager II, LLC

                                   By:  /s/ Corey S. Ribotsky
                                           -------------------------
                                            Corey S. Ribotsky
                                            Manager



                    [Signatures Continued on Following Page]


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<PAGE>

                              PLEDGOR:

                              /s/ Michael Riley
                              -------------------------
                              Michael Riley



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