Exhibit 10.30
                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of March
20,  1996,  by and between Las Vegas  Entertainment  Network,  Inc.,  a Delaware
corporation  ("Lender"),  and  Malbec  (Florida),  Inc.,  a Florida  corporation
("Borrower"), with reference
to the following facts anc circumstances:

     WHEREAS,  Borrower has a business and financial interest in the development
and continuing operation of that certain hotel and recreational facility located
and operating at 455 Ocean Drive,  Miami Beach,  Florida,  and commonly known as
the La Voile Rouge Hotel & Beach Club (the "Facility");

     WHEREAS,  Borrower,  on behalf of P.R.D.  Holding Company,  Inc., a Florida
corporation  and  the  developer  and  operator  of the  Facility  ("PRD"),  has
previously  borrowed from Lender or caused Lender to loan to PRD, and Lender has
loaned to  Borrower or PRD,  certain  funds to further  the  development  of the
Facility; and

     WHEREAS,  Borrower  requires  additional funds for the purpose specified in
the  foregoing  recital,  and for the purpose of paying  certain  legal fees and
costs of Borrower and PRD in connection  with the  development  and operation of
the  Facility,  and Lender is willing to advance such funds to Borrower upon and
subject to the terms and conditions contained herein.

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants  and  agreements  herein  contained,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     1. Loan.  Borrower and Lender  hereby  confirm  that Lender has  previously
loaned to Borrower the sum of Forty-Three Thousand Dollars ($43,000) on or about
August 3, 1995,  and that such  borrowing  shall for all  purposes  constitute a
portion of the funds loaned  hereunder  and shall be subject to all of the terms
and conditions of this Agreement.  If, at any time or from time to time from and
after the date hereof and before December 31, 1996, Borrower shall notify Lender
that  Borrower  desires to borrow  additional  loan funds from  Lender,  up to a
maximum   aggregate   amount  of  One  Million  Five  Hundred  Thousand  Dollars
($1,500,000), Lender shall disburse to Borrower (or order) the amount requested,
by  wire  transfer  of  immediately  available  funds  to an  account  or  payee
designated  by Borrower,  as soon as possible,  and in any event within ten (10)
days after it receives  Borrower's  request therefor;  provided,  however,  that
Lender shall have no  obligation  to disburse such funds unless it agrees to the
use to which  Borrower  proposes to apply such funds.  In order to evidence  and
secure its  obligation  to repay the Loan to Lender after and to the extent that
Loan proceeds are disbursed to Borrower,  Borrower has executed and delivered to
Lender (i) Borrower's  Secured  Promissory  Note in the form attached  hereto as
Exhibit "A" and incorporated  herein by this reference (the "Note"),  and (ii) a
Security  Agreement by and between Borrower,  as debtor,  and Lender, as secured
party,  in the form attached  hereto as Exhibit "B" and  incorporated  herein by
this reference (the "Security  Agreement" and, together with the Note, the "Loan
Documents").

     2.  General Representations and Warranties.  Borrower and
Lender each hereby respectively represents and warrants to the
other (with respect to itself) as follows:

         (a) Corporate  Action.  All corporate or similar action  required to be
taken  by  Borrower  or  Lender,  as the  case may be,  in  connection  with the
execution, delivery and performance of this Agreement and the Loan Documents has
been duly taken.

         (b) No Conflicts.  Neither the execution and delivery of this Agreement
or the Loan  Documents  by  Borrower  or  Lender,  as the  case may be,  nor the
performance of any of Borrower's or Lender's respective obligations hereunder or
thereunder,  will:  (i) violate or conflict with the articles or  certificate of
incorporation,  bylaws,  or other  charter  documents of Lender or Borrower,  as
respectively  amended to date,  which  violation  or  conflict  is  material  to
Borrower or Lender,  as the case may be; (ii) conflict with,  result in a breach
of,  constitute (with notice,  lapse of time or both) a default under, or result
in the creation of imposition of any lien,  charge,  security  interest or other
encumbrance upon any of the respective properties of Borrower or Lender pursuant
to the terms of any  agreement,  instrument  or  document  to which  Borrower or
Lender, as the case may be, is a party, by which such party is bound or to which
any of such party's respective  properties is subject,  which conflict,  breach,
default, lien, charge,  security interest or encumbrance is material to Borrower
or Lender, as the case may be.

                                       1
<PAGE>

     3.  Covenants.  For so long as the obligation to repay
proceeds of the Loan theretofore actually disbursed by Lender
pursuant to Section 1 hereof and evidenced by the Note is
outstanding, Borrower covenants to Lender that Borrower shall do
the following:

         (a) Compliance with Laws. Borrower shall remain in good standing in the
jurisdiction in which it is organized and shall comply in all material  respects
with all  material  laws  which are  applicable  to it or to the  conduct of its
business, the breach or violation of which would be material to Borrower.

     (b) Financial  Statements.  Borrower shall deliver to Lender, as soon as is
reasonably  practicable  after they become  available,  unaudited  quarterly and
annual  financial  statements  of Borrower;  provided,  however,  that  although
Borrower shall have no obligation to obtain audited financial statements,  if it
does  so,it  shall  provide  copies  thereof  to  Lender  as soon as  reasonably
practicable after they become available.

         (c) Other  Reports.  Borrower  shall  advise  Lender in  writing of (i)
developments  (including  litigation)  which Borrower  believes to be materially
adverse to Borrower,  PRD, their respective  businesses (as  distinguished  from
partnerships,  companies and  businesses  generally)  or the Facility,  (ii) any
material  default by Borrower or PRD under this  Agreement or any other material
contract or agreement,  and (iii) any material Event of Default (as such term is
defined in the Note).

         (d) Sale of  Assets to  Affiliates.  Borrower  shall  not sell,  lease,
transfer or otherwise dispose of (collectively, a "disposition") any substantial
part of the properties or assets of Borrower to an "affiliate"  (as such term is
defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of
Borrower,  unless the consideration received by Borrower in any such disposition
is equal to the fair market value of the assets or properties disposed of.

         (e)  Consolidation  or Merger.  Borrower shall not consolidate  with or
merge with or into any other entity or transfer (by lease,  assignment,  sale or
otherwise) all or substantially all of its properties and assets, as an entirety
or  substantially  as an  entirety  to  another  person  or group of  affiliated
persons, unless either Borrower shall be the continuing person or the person (if
other than Lender) formed by such consolidation or into which Borrower is merged
or to which the properties and assets of Borrower as an entirety are transferred
or leased, shall expressly assume all the obligations of Borrower under the Loan
Documents and this Agreement.

     4.  General Provisions.

         (a)  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the  benefit of the parties  hereto and any  permitted  successors  and
assigns.

         (b) Amendment.  No amendment or modification  hereto,  or waiver of the
terms hereof, shall be valid unless in a writing executed by the parties hereto.

     (c)  Notices.  Any notice or other  communication  given  pursuant to or in
connection with this Agreement shall, except to the extent otherwise provided in
this Agreement,  be in writing and shall be given by personal  delivery,  telex,
telecopy,  facsimile  (provided  that any  notices  given by telex,  telecopy or
facsimile  are  confirmed by  telephone),  or by deposit of notice in the United
States mail,  postage prepaid,  return receipt  requested.  Notices shall not be
deemed delivered until received.  Notice addresses are as follows (or such other
addresses  as one party may provide to the other by written  notice  pursuant to
this Agreement):

     To Borrower:      Malbec (Florida), Inc.
                       6210 North Lockwood Ridge Road
                       Suite 291
                       Sarasota, Florida 34243
                       Tel No.: 941.957.0065
                       Fax No.: 941.955.6586

     To Lender:        Las Vegas Entertainment
                         Network, Inc.
                       1801 Century Park East
                       Suite 2300
                       Los Angeles, California
                       Tel No.: 310.551.0011
                       Fax No.: 310.551.1942

         (d) Severability.  If any provision herein, or the application  thereof
to any  circumstance,  is found to be  unenforceable,  invalid or illegal,  such
provision  shall be deemed deleted from this Agreement or not applicable to such
circumstance,  as the case may be, and the remainder of this Agreement shall not
be affected or impaired thereby.

         (e)  Attorneys'  Fees.  If any action  should  arise  among the parties
hereto to enforce or interpret the provisions of this Agreement,  the prevailing
party in such action shall be reimbursed for all reasonable expenses incurred in
connection with such action, including reasonable attorneys' fees.
 
                                     2
<PAGE>

         (f)  Integration.  This  Agreement,  together with the Loan  Documents,
expresses the entire  agreement  and  understanding  of the parties  hereto with
respect to the matters set forth  herein and  supersedes  all prior  agreements,
arrangements  and  understandings  among the parties  hereto with respect to the
matters set forth herein.  The terms and  provisions  of the Loan  Documents are
hereby incorporated into this Agreement by this reference.

 
     (g) Choice of Law.  This  Agreement  shall be governed by and  construed in
accordance  with the laws of the  State of  California,  without  regard  to the
conflicts  of  laws  principles  thereof.  Any  actions,  suits  or  proceedings
instituted in connection herewith shall be initiated and maintained  exclusively
in the Los Angeles County Superior Court, or in the United States District Court
for the Central  District  of  California.  By  execution  and  delivery of this
Agreement,  Borrower hereby consents, for itself and in respect of its property,
to  the  jurisdiction  of  the  aforesaid  courts  solely  for  the  purpose  of
adjudicating  its rights or the rights of Lender with respect to this Agreement,
the Loan  Documents and any document or  instrument  related  thereto.  Borrower
hereby  irrevocable  designates CT Corporation  System, 818 West Seventh Street,
Los Angeles,  California,  as the  designee,  appointee and agent of Borrower to
receive, for and on behalf of Borrower, service of process in such jurisdictions
in any legal action or proceeding with respect to this Agreement, the Promissory
Note or any document related thereto. Borrower hereby irrevocable waives, to the
extent   permitted  by  applicable  law,  any  objection,   including,   without
limitation,  any  objection  to the  laying of venue or based on the  grounds of
forum non conveniens,  which it may now or hereafter have to the bringing of any
action  or  proceeding  in such  respective  jurisdictions  in  respect  of this
Agreement,  the Loan Documents or any document related  thereto.  Nothing herein
shall affect the right of Lender to serve process in any other manner  permitted
by law.

         (h)  Waivers.  No waiver of any term,  provisions  or condition of this
Agreement  or of the  Promissory  Note in any one or more  instances,  shall  be
deemed to be or  construed  as a further  waiver of any such term,  provision or
condition or as a waiver of any other term, provision or condition.

         (i)  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         (j) Further  Assurances.  The parties agree to execute any and all such
further  agreements,  instruments  or  documents,  and to take  any and all such
further  actions,  as may be  necessary  or  desirable  to carry into effect the
purposes and intent of this Agreement, including, without limitation,  documents
and instruments  deemed necessary or advisable to perfect the security  interest
granted under the Security.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                    Malbec (Florida), Inc.,
                                      a Florida corporation

                                    By:  \s\David Bednarsh
                                    ----------------------
                                         David Bednarsh,
                                           President


                                    Las Vegas Entertainment
                                      Network, Inc.



                                    By:  \s\ Joe Corazzi
                                    --------------------

                             3

<PAGE>

                  SECURED PROMISSORY NOTE

Up to $1,500,000                             March 20, 1996
                                    Los Angeles, California

     FOR VALUE RECEIVED,  the  undersigned,  Malbec  (Florida),  Inc., a Florida
corporation  ("Maker"),  promises to pay to the order of Las Vegas Entertainment
Network,  Inc.,  a Delaware  corporation  ("Payee"),  at 1801 Century Park East,
Suite 2300,  Los  Angeles,  California  90067,  or at such other place as may be
designated  by Payee,  in legal  tender of the  United  States  of  America  the
principal sum of One Million Five Hundred  Thousand  Dollars  ($1,500,000) or so
much  thereof  as may be  advanced  and  outstanding  hereunder,  together  with
interest on unpaid principal from time to time outstanding at a rate of interest
equal to eight percent (8%) per annum.  All  outstanding  principal and interest
thereon shall be due and payable on March 31, 1997.

     Advances  hereunder  (including any and all advances made prior to the date
hereof and subject to the terms and conditions of that certain Loan Agreement of
even date herewith (the "Loan Agreement")  between Payee, as lender,  and Maker,
as borrower) shall be noted from time to time on the grid attached  hereto,  but
the  failure to make such  notations  shall not affect the  validity  of Maker's
obligations to pay principal and interest as provided herein on amounts advanced
hereunder.

     Any advances  hereunder,  to the total amount of the  principal  sum stated
above,  shall be conclusively  presumed to have been made to, and at the request
and for the benefit  of,  Maker when  deposited  to the credit of any account of
Maker or PRD (as defined in the Loan Agreement)  with any financial  institution
or in the Dade County Court  Registry  (the "Court  Registry"),  or disbursed in
accordance with the instruction of Maker or any authorized agent of Maker.

     If  payment  on this Note  becomes  due and  payable  on a day other than a
Business  day, the  maturity  thereof  shall be extended to the next  succeeding
Business Day.

     Unless expressly indicated to the contrary herein, all payments received on
account of this Note shall be applied first to accrued  interest and then to the
unpaid principal balance hereof.

     This  Note is  secured  pursuant  to the  terms  of that  certain  Security
Agreement of even date herewith, between Maker, as debtor, and Payee, as secured
party (the "Security Agreement". Reference is made to the Security Agreement for
the terms and conditions under which the entire unpaid principal balance hereof,
together with all accrued and unpaid interest hereunder, may become
immediately due and payable in full.

     This Note may be, or may be required to be,  prepaid in whole or in part as
provided in the Security Agreement.

     The  Agreement  and this Note shall be construed and enforced in accordance
with, and governed by, the laws of the State of California.

     Maker intends and believes  that each  provision of this Note complies with
all applicable local, state and federal laws and judicial decisions. However, if
any provision or  provisions,  or if any portion of any provision or provisions,
in this Note are found by a court of law to be in violation of any local,  state
or federal  ordinance,  statute,  law,  administrative  or judicial  decision or
public  policy,  and if such court  should  declare such  portion,  provision or
provisions of this Note to be illegal, invalid,  unlawful, void or unenforceable
as  written,  then it is the intent of Maker  that such  portion,  provision  or
provisions  shall be given  force to the fullest  possible  extent that they are
legal, valid and enforceable, that the remainder of this Note shall be construed
as if such illegal, invalid,  unlawful, void or unenforceable portion, provision
or provisions  were not contained  therein,  and that the  obligations  of Maker
under the remainder of this Note shall continue in full force and effect.

     The interest payable  hereunder shall be the lesser of the amount specified
herein, or the amount permissible by law.

     The terms of this Note are subject to amendment only in the manner provided
in the Agreement.

     Maker hereby  consents to renewals and  extensions  of time at or after the
maturity  hereof,  without  notice,  and hereby waives  diligence,  presentment,
protest, demand and notice of every kind and, to the fullest extent permitted by
law,  the right to plead any statute of  limitations  as a defense to any demand
hereunder.

                                Malbec (Florida), Inc.,
                                  a Florida corporation



                                By: \s\ David Bednarsh
                                ----------------------
                                    David Bednarsh,
                                      President
                          
<PAGE>
                   
                               SECURITY AGREEMENT

     

     THIS SECURITY  AGREEMENT (this  "Agreement") is entered into as of the 20th
day of March,  1996,  by and between Las Vegas  Entertainment  Network,  Inc., a
Delaware corporation  ("Secured Party"),  and Malbec (Florida),  Inc., a Florida
corporation ("Debtor"), with reference to the following facts and
circumstances:

     WHEREAS,  Secured Party has loaned certain sums to Debtor  pursuant to that
certain  Secured  Promissory  Note (the  "Note")  of even date  herewith  in the
principal   amount  of  up  to  One  Million  Five  Hundred   Thousand   Dollars
($1,500,000),  and may loan additional funds thereunder pursuant to the Note and
that certain  Loan  Agreement of even date  herewith by and between  Debtor,  as
borrower, and Secured Party, as lender (the "Loan Agreement"); and

     WHEREAS, as security for the repayment of Debtor's obligations evidenced by
the Note and the Loan  Agreement,  Debtor is entering into this  Agreement  with
Secured Party.

     NOW THEREFORE, the parties hereto agree as follows:

                         AGREEMENT

     1.  OBLIGATIONS  SECURED.  The security  interest granted by this Agreement
shall  secure  payment and  performance  of all  indebtedness,  obligations  and
liabilities  of Debtor to  Secured  Party  (collectively,  the  "Secured  Debt")
arising out of,  connected  with or related to the Note,  the Loan Agreement and
this Agreement.

     2. GRANT OF SECURITY INTEREST.  Debtor hereby mortgages,  pledges, assigns,
transfers,  sets over,  conveys  and  delivers  to  Secured  Party and grants to
Secured Party a security interest in and to the collateral described or referred
to in Section 3 to secure the Secured Debt.

     3.  COLLATERAL.  Debtors' collateral (the "Collateral")
subject to the security interest granted hereby shall consist of
all of Debtor's right, title, interest and expectancy in or to
monies held in the Court Registry (as defined in the Note).

     4.  REPRESENTATIONS AND WARRANTIES OF DEBTOR.

         (a)  Debtor  has good  title to the  Collateral  and has full power and
authority to grant security interests in the Collateral, and to execute, deliver
and perform in accordance with the terms of this Agreement,  without the consent
or approval of any other person or entity;

         (b) This Agreement  constitutes the legal, valid and binding obligation
of  Debtor  enforceable   against  Debtor  in  accordance  with  its  terms  and
constitutes  a  good,  valid  and  subsisting  security  interest  in all of the
Collateral for the full amount of the Secured Debt.

     5.  COVENANTS OF DEBTOR.  Debtor hereby covenants and agrees
that:

         (a)  Debtor  shall  do or  cause to be done  all  things  necessary  to
preserve,  renew and keep in full force things necessary to preserve,  renew and
keep in full force and effect its corporate existence,  rights, license, permits
ad franchises,  to the extent necessary for the proper operation of is business,
and to comply with all laws and regulations applicable to it;

         (b) Debtor  shall,  at its own cost and  expense,  (i) take any and all
actions  necessary  to  preserve,  protect and defend the  security  interest of
Secured  Party in the  Collateral  created  hereunder  and the priority  thereof
against any and all adverse claims;

         (c) Debtor shall promptly reimburse Secured Party for any and all sums,
including  costs,  expenses and attorneys  fees,  which Secured Party may pay or
incur in  defending,  protecting  or  enforcing  the  security  interest of this
Agreement or the priority  thereof,  or in enforcing or  collecting  the Secured
Debt, or in  discharging  any prior to subsequent  lien or adverse claim against
the  Collateral  or any part  thereof,  or by reason of becoming or being made a
party or intervening in any action or proceeding affecting the Collateral or the
rights of Secured Party therein,  all of which actions  Secured Party shall have
the right to take;

         (d)  Debtor  shall  from time to time make,  execute,  acknowledge  and
deliver  all  such  further  documents,  instruments  and  assurances  as may be
requested by Secured Party to perfect or preserve the security  interest created
by and to carry out the intent of this Agreement,  and hereby authorizes Secured
Party to file financing  statements and  amendments  thereto  relating to all of
part of the Collateral  where desirable in Secured  Party's  judgment to perfect
the security  interest  granted  herein  without the  signature of Debtor (where
permitted by law).

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<PAGE>
 
     6. PRESERVATION OF COLLATERAL. In case of any failure of Debtor to keep the
Collateral free from liens or adverse claims, or to pay taxes on or with respect
thereto,  or to fully and punctually keep and perform any other covenant hereof,
then  Secured  Party may (but shall not be required to) pay or contest or settle
such  taxes,  liens or  adverse  claims,  or any  judgments  based  thereon,  or
otherwise make good any other  aforesaid  failure of Debtor.  Debtor covenant to
promptly  reimburse  to  Secured  Party  (together  with  costs,   expenses  and
attorneys'  fees)  any sums  (i) paid or  advanced  for any such  purpose,  (ii)
disbursed to protect the  Collateral  or the security  interest  created by this
Agreement,  and/or  (iii) which  Debtor have herein  covenanted  to reimburse to
Secured Party. Such  reimbursement  shall be with interest,  at the maximum rate
permitted  by  California  or  other  applicable  law,  and  the  right  to such
reimbursement shall become additional indebtedness secured hereby.

     7.  EVENTS OF DEFAULT.  Each of the following shall
constitute an Event of Default by Debtor:

         (a)  The default in the payment of principal of the Note,
as and when due and payable;

         (b) The  default  in the  payment  of  interest  on the Note,  or other
amounts  payable to Secured  Party  under  this  Agreement,  as and when due and
payable;

         (c) The default in the due  observance or performance of the provisions
of any  covenant,  condition or agreement of Debtor,  contained  herein,  in the
Note, or in the Loan  Agreement,  which would  adversely  affect the validity or
perfection of the security  interest of Secured  Party in the  Collateral or the
value of the Collateral;

         (d) The  default  in the due  observance  or  performance  of any other
covenant,  condition  or  agreement  on the part of  Debtor  to be  observed  or
performed pursuant to the terms of this Agreement;

         (e) The  establishment  by any person  (other than Secured Party or its
successors or assigns or a person consented to in writing by Secured Party) of a
right in the  Collateral  which is equal or senior to the  security  interest of
Secured Party;

         (f) If there shall  exist or occur,  and  Secured  Party  shall  notify
Debtor of, any event or condition which in Debtor's good faith business judgment
(exercised  in Secured  Party sole  discretion)  is an event of Default or which
would have a material  adverse effect on the ability or obligation of Debtor (or
any of them) to perform their respective obligations;

         (g) The  assignment  for the  benefit of  creditors  by Debtor,  or the
commencement of a case under Title 11 of the United States Bankruptcy Code by or
against Debtor;

         (h) The  appointment  of a receiver,  trustee or custodian  for or over
Debtor  or  any of  Debtor's  property  not  vacated  within  thirty  (30)  days
thereafter; or

         (i) The levy of any writ of  execution or other  judicial  process upon
any of the property of Debtor not released within thirty (30) days thereafter.

     8.  RIGHTS OF SECURED PARTY UPON DEFAULT.  Upon the
occurrence of an event of Default, Secured Party shall have the
following rights and remedies:

         (a) All of the  rights  and  remedies  of a  secured  party  under  the
California  Uniform  Commercial Code or other applicable law then in effect and,
without limitation, at the option of Secured Party, the right:

              (i) to take immediate possession of the Collateral,
or any portion thereof, including any writings evidencing the
Collateral;

              (ii)to  dispose of the  Collateral  or any part  thereof at public
sale,  which may be conducted at the location  designated by Secured Party,  for
cash  or on  credit  and on  such  terms  as  Secured  Party  may,  in its  sole
discretion,  elect after  giving at least five (5) days'  notice of the time and
place of sale in the manner provided by law;

            (iii) To dispose of the  Collateral  or any part  thereof at private
sale upon like  notice for cash or on credit and on such other  terms as Secured
Party may in its sole discretion elect; and

              (iv)To pursue any other remedy for the enforcement
of the security interest;

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<PAGE>

         (b)  Out of the proceeds of any disposition, Secured
Party shall:

              (i) First,  pay all costs,  expenses  and  charges  for  pursuing,
searching for, taking, removing, keeping, storing,  advertising and selling such
Collateral, including, without limitation, reasonable attorneys' fees and costs.

              (ii)Second, retain out of the proceeds of sale the
Secured debt; and

            (iii) Third, pay the remaining funds, if any, to Debtor or any other
party legally entitled thereto.

         (c)  If there is a deficiency, Debtor shall forthwith pay
it to Secured Party.

         (d)  Secured  Party may  postpone or adjourn any such sale from time to
time by announcement at the time and place of sale stated in the notice of sale,
without being required to give a new notice of sale.

     (e)  Upon the  occurrence  of an Event of  Default  that is not  waived  in
writing by Secured Party, (i) Debtor does hereby  irrevocably  make,  constitute
and  appoint  Secured  Party  or any of  its  designees,  its  true  and  lawful
attorney-in-fact  with full  power in the name of Debtor  to  receive,  open and
dispose of all mail  addressed  to Debtor,  and to  endorse  any notes,  checks,
drafts,  money orders or other  evidences of payment  relating to the Collateral
that may come into the  possession of Debtor with full power and aright to cause
the mail of  Debtor  to be  trans-ferred  to  Secured  Party's  own  offices  or
otherwise, and to do any and all other acts necessary or proper to carry out the
intent of this  Agreement,  and Debtor  hereby  ratifies  and  confirms all that
either of the  Secured  Party or its  substitutes  shall  properly  do by virtue
hereof; (ii) Debtor does hereby further irrevocably make, constitute and appoint
Secured Party or any of its designees  its true and lawful  attorney-in-fact  in
the name of Secured Party or Debtor (A) to enforce all of Debtor's  rights under
and pursuant to all agreement with respect to the  Collateral,  all for the sole
benefit of Secured Party,  (B) to enter into and perform such  agreements as may
be  necessary  or  desirable  in order to carry  out the  terms,  covenants  and
conditions  of this  Agreement  which are required to be observe or performed by
Debtor, (C) to execute such other and further mortgages, pledges and assignments
of the  Collateral  as Secured Party may  reasonably  require for the purpose of
protecting,  maintaining or enforcing the security  interest  granted to Secured
Party  pursuant  to this  Agreement,  and (D) to do any  and  all  other  things
necessary  or proper to carry out the  intention of this  Agreement,  and Debtor
ratifies and confirms all that  Secured  Party as such  attorney-in-fact  or its
substitutes shall properly do by virtue of this power of attorney.

         9.   SUCCESSORS AND ASSIGNS.  This Agreement shall be
binding upon the successors and assigns of Debtor.

         10.  REMEDIES  NOT  EXCLUSIVE;  NO WAIVERS;  FORECLOSURES.  No right or
remedy  herein is exclusive  of any other right or remedy.  Each and every right
and remedy  shall be  cumulative  and shall be in addition to every other remedy
given  hereunder  or now or hereafter  existing at law or in equity,  and may be
excised  from  time  to  time  as  often  as  deemed  expedient,  separately  or
concurrently. The failure or delay of Secured Party to insist in any one or more
instances upon the  performance of any of the terms,  covenants or conditions of
this Agreement,  or to exercise any right, remedy or privilege herein conferred,
shall not impair or be  construed  as  thereafter  waiving  any such  covenants,
remedies, conditions or provisions, but every such terms, condition and covenant
shall continue and remain in full force and effect; nor shall the giving, taking
or  enforcement  of or  execution  against  any  other or  additional  security,
collateral or guaranty for the payment of the Secured Debt operate to prejudice,
waive or affect any rights,  powers or  remedies  hereunder;  nor shall  Secured
Party be required to first look to,  enforce,  exhaust or execute  against  such
other or  additional  security  or  guaranties  prior to so acting  against  the
Collateral.  Secured  Party may  foreclose  on or execute  against  the items of
Collateral  in  such  order  as  Secured  Party  may,  in its  sole  discretion,
determine.

                             3
<PAGE>

     11. SEVERABILITY.  The unenforceability or invalidity of any
provision or provisions of this Agreement shall not render any
other provision or provisions  herein contained unenforceable or
invalid.

     12. NOTICE. All notices,  demands and communications  hereunder shall be in
writing and shall be deemed to be duly given upon personal  delivery or two days
after deposit in the United States mail by registered or certified mail, postage
prepaid,  return  receipt  requested,  addressed to the parties at the addresses
herein set forth,  or at such other address as any party shall have furnished to
the other parties in writing:

     To Debtor:        Malbec (Florida), Inc.
                       6210 North Lockwood Ridge Road
                       Suite 291
                       Sarasota, Florida 34243

     To Secured Party: Las Vegas Entertainment
                         Network, Inc.
                       1801 Century Park East
                       Suite 2300
                       Los Angeles, California

     13. CHOICE OF LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California
except laws respecting conflicts of law.

     14.  ATTORNEY'S  FEES.  Should  any party  hereto  institute  any action or
proceeding  to  enforce  this  Agreement  or  any  provision  hereof  or  for  a
declaration of rights under this  Agreement,  or for  arbitration or any dispute
arising  under  this  Agreement,  the  prevailing  party  in  any  such  action,
proceeding or arbitration  shall be entitled to receive from the other party all
costs and expenses,  including, without limitation,  reasonable attorneys' fees,
incurred by the prevailing  party in connection with such action,  proceeding or
arbitration.

     15. TIME IS OF THE ESSENCE.  Time is of the essence with
respect to this Agreement.

     16. ASSIGNMENT BY SECURED PARTY.  Secured Party and each
assignee may assign this Agreement and the obligations made under
it without the consent of Debtor, and each assignee is to be
entitled to all the rights and remedies of Secured Party hereunder.

     17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All
covenants, agreements, representations and warranties made herein
and in the certificates delivered pursuant hereto shall survive
Secured Party's execution and delivery of the Note and shall
continue in full force and effect so long as expressly provided
herein and in any event so long as the Note is outstanding and
unpaid.

     IN WITNESS WHEREOF,  Debtor and Secured Party have caused this Agreement to
be duly executed and delivered as of the date first above written.

                                Malbec (Florida), Inc.,
                                  a Florida corporation


                                By: \s\ David Bednarsh
                                ----------------------
                                    David Bednarsh,
                                      Presideent



                                Las Vegas Entertainment
                                  Network, Inc., a Delaware
                                  corporation

                                By: \s\ Joe Corazzi
                                -------------------





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