Exhibit 10.3

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------
     This  Registration  Rights Agreement (this "Agreement") is made and entered
                                                 ---------
into  as  of  May  16,  2006,  by and between Aventura Holdings, Inc., a Florida
corporation  (referred to as "Aventura" or the "Company"), and Horvath Holdings,
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LLC,  a  Michigan  limited  liability  company  (referred to as "Horvath" or the
                                                                 -------
"Investor").  All  other  capitalized  terms not defined herein have the meaning
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given  to  them  in  the  Securities  Purchase  Agreement of even date herewith.

                                 R E C I T A L S
                                 - - - - - - - -

     A.     Contemporaneously with the delivery of this Agreement, Horvath, Ohio
Funding  Group,  Inc. ("Ohio Funding") and Aventura are closing the transactions
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contemplated  by  that  certain  Securities  Purchase  Agreement  of  even  date
herewith,  among such parties (the "Securities Purchase Agreement") and Aventura
is  issuing and delivering a Class A Common Stock Purchase Warrant to Horvath of
even  date  herewith  (the  "Warrant").  In addition, pursuant to the Securities
Purchase  Agreement, the Investor will receive two hundred million (200,000,000)
shares  of  common  stock  of  Aventura  (together with any Class A Common Stock
purchased  pursuant  to  the  Warrant,  referred  to  as  the "Aventura Stock").
                                                               --------------
          B.     The  Company and the undersigned parties hereto desire to enter
into this Agreement in order to document the rights and obligations set forth in
this  Agreement.
                                A G R E E M E N T
                                - - - - - - - - -

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

     1.     REGISTRATION  RIGHTS.
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     1.1     Definitions.  For  purposes  of  this  Section  1:
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     (a)     Registration.  The  terms  "register,"  "registered,"  and
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"registration"  refer  to  a  registration  effected  by  preparing and filing a
            -
registration statement in compliance with the Securities Act of 1933, as amended
(the "Securities Act"), and the declaration or ordering of effectiveness of such
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registration  statement.

(b)     Registrable  Securities.  The  term  "Registrable Securities" means: (1)
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all  the  shares  of  Aventura  Stock issued pursuant to the Securities Purchase
Agreement  and  all the shares of Common Stock of the Company issued or issuable
upon the exercise of the Warrant (the "Investor's Shares") and (2) any shares of
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Common  Stock  of  the  Company  issued  as  (or issuable upon the conversion or
exercise  of any warrant, right or other security which is issued as) a dividend
or  other distribution with respect to, or in exchange for or in replacement of,
all  such shares of Common Stock described in clause (1) of this subsection (b);
excluding  in all cases, however, any Registrable Securities sold by a person in
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a  transaction  in  which  rights  under  this  Section  1  are  not assigned in
accordance  with  this Agreement or any Registrable Securities which are sold at
any time after a class of equities securities of the Company is publicly traded,
to  the public without volume limitations pursuant to Rule 144 promulgated under
the  Securities  Act  ("Excluded Shares").  Excluded Shares shall not constitute
                        ---------------
"Registrable  Securities."

(c)     Registrable  Securities  Then  Outstanding.  The  number  of  shares  of
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"Registrable  Securities  Then  Outstanding"  shall mean the number of shares of
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Common  Stock which are Registrable Securities and which (1) are then issued and
outstanding  or  (2) are then issuable pursuant to the exercise or conversion of
then  outstanding  and  then  exercisable  options,  warrants  or  convertible
securities,  including  without  limitation  the  Aventura  Stock.

(d)     Investor.  For purposes of this Agreement, the term "Investor" means any
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person owning of record Registrable Securities or any assignee of record of such
Registrable  Securities  to  whom  rights  under  this  Section 1 have been duly
assigned  in  accordance  with  this  Agreement.

(e)     SEC.  The  term  "SEC"  or  "Commission"  means the U.S. Securities and
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Exchange  Commission.

     1.2     Demand  Registration.
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     (a)     Request byInvestor.  If the Company shall receive at any time after
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the  earlier  of  (i)  May  16,  2006  or  (ii)  such  period  specified  by the
underwriters as the "lock-up" period not to exceed one hundred eighty (180) days
after  the  effective  date  of the Company's Public Offering, a written request
from  the  Investor  that  the  Company  file a registration statement under the
Securities  Act  covering the registration of Registrable Securities pursuant to
this  Section  1.2,  then  the  Company  shall  as soon as practicable following
written  notice  of  such  request  ("Request Notice") commence the registration
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under  the  Securities  Act  of  all  Registrable  Securities which the Investor
requests to be registered and included in such registration, subject only to the
limitations  of  this  Section  1.2.

(b)     Underwriting.  If  the  Investor  intends  to distribute the Registrable
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Securities  covered by its request by means of an underwriting, then it shall so
advise  the  Company as a part of its request made pursuant to this Section 1.2.
The  Investor  proposing  to distribute its securities through such underwriting
shall  enter  into an underwriting agreement in customary form with the managing
underwriter(s)  selected  for such underwriting by the Company.  Notwithstanding
any  other  provision  of  this Section 1.2, if the underwriter(s) advise(s) the
Company  in  writing  that  the  inclusion of all such securities required to be
included  in  such  registration  statement  would have an adverse effect on the
price  of  such  securities  and  thus  require  a  limitation  of the number of
securities to be underwritten then the Company shall so advise the Investor, and
the  number  of  Registrable Securities that may be included in the underwriting
shall  be reduced as required by the underwriter(s); provided, however, that the
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number  of  shares of Registrable Securities to be included in such underwriting
and registration shall not be reduced unless all other securities of the Company
are  first  entirely  excluded  from  the  underwriting  and  registration.  Any
Registrable  Securities  excluded  and withdrawn from such underwriting shall be
withdrawn  from  the  registration.  If the Investor disapproves of the terms of
the  underwriting,  it  may elect to withdraw therefrom by written notice to the
Company  no  less  than  ten  (10)  days  prior  to  the  effective  date of the
registration  statement.

(c)     Maximum  Number  of  Demand  Registrations.  The Company is obligated to
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effect  only  two  (2)  such  registrations  pursuant  to  this  Section  1.2.

(d)     Expenses.  Expenses  incurred in connection with a registration pursuant
        --------
to  this  Section 1.2 shall be borne by the Company as follows: all registration
and qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company (but excluding underwriters' discounts and commissions),
and  fees  and  disbursements  of  one (1) counsel of up to twenty-five thousand
dollars  ($25,000) selected by the Investor.  Notwithstanding the foregoing, the
Company  shall  not  be  required  to  pay  for any expenses of any registration
proceeding  begun  pursuant  to  this Section 1.2 if the registration request is
subsequently  withdrawn  at  the  request  of  the Investor, unless the Investor
agrees  to  forfeit  its  right  to one (1) demand registration pursuant to this

Section 1.2; provided, further, however, that if at the time of such withdrawal,
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the Investor has learned of a material adverse change in the condition, business
or prospects of the Company not known to the Investor at the time of its request
for  such  registration,  then  the Investor shall not be required to pay any of
such  expenses  and  shall  retain  its  rights  pursuant  to  this Section 1.2.

1.3     Piggyback  Registrations.  The Company  shall  notify  the  Investor  in
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writing  at  least  fifteen (15) days prior to filing any registration statement
under  the  Securities  Act  for  purposes  of  effecting  a  public offering of
securities  of  the  Company  (including,  but  not  limited  to,  registration
statements  relating  to  secondary  offerings of securities of the Company, but
excluding  registration  statements  relating  to any employee benefit plan or a
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corporate reorganization) and will afford the Investor an opportunity to include
in  such  registration  statement  all or any part of the Registrable Securities
then  held  by  the  Investor.  The  Investor  shall, within ten (10) days after
delivery  of  the above-described notice from the Company, so notify the Company
in  writing,  and  in  such  notice  shall  inform  the Company of the number of
Registrable  Securities  the  Investor  wishes  to  include in such registration
statement.  If  the  Investor  decides  not  to  include  all of its Registrable
Securities  in  any  registration statement thereafter filed by the Company, the
Investor  shall  nevertheless  continue  to  have  the  right  to  include  any
Registrable  Securities  in  any  subsequent registration statement(s) as may be
filed  by  the Company with respect to offerings of its securities, all upon the
terms  and  conditions  set  forth  herein.

     (a)     Expenses.  The  Company  shall  bear  all  registration  expenses
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incurred  in  connection  with a registration pursuant to Section 1.3 (excluding
underwriters'  and  brokers'  discounts  and commissions), all federal and state
"Blue  Sky"  registration and qualification fees, printers' and accounting fees,
fees and disbursements of counsel for the Company and the fees and disbursements
of  one  counsel  for  the  selling Investor which shall not exceed ten thousand
dollars  ($10,000).

(b)     Maximum  Number of Piggyback Registrations.  The Company is obligated to
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effect  an  unlimited number of such registrations pursuant to this Section 1.3.

     1.4     Obligations  of  the  Company.  Whenever  required  to  effect  the
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registration  of  any  Registrable  Securities under this Agreement, the Company
shall  keep  the  Investor  advised  in  writing  to  the  initiation  of  each
registration,  qualification and compliance and as to the completion thereof and
as  expeditiously  as  reasonably  possible:

     (a)     Prepare and file with the SEC a registration statement with respect
to  such  Registrable  Securities  and  use  its  best  efforts  to  cause  such
registration statement to become effective, and, in the case of any registration
pursuant  to  Section  1.2  other than a public offering, keep such registration
statement  effective  for  up  to  ninety  (90)  days  or until the distribution
described  in  the  registration  statement  has  been  completed.

(b)     Prepare  and  file  with the SEC such amendments and supplements to such
registration  statement  and  the  prospectus  used  in  connection  with  such
registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration  statement.

(c)     Furnish  to  the  Investor  such  number  of  copies of the registration
statement, preliminary prospectus and final prospectus, and such other documents
as  they  may  reasonably  request in order to facilitate the disposition of the
Registrable  Securities  owned  by  them that are included in such registration.

(d)     Use  its  best efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions (not to exceed ten (10) such jurisdictions) as shall be reasonably
requested  by  the  Investor, provided that the Company shall not be required in
connection  therewith  or as a condition thereto to qualify to do business or to
file  a  general  consent  to  service  of  process  in  any  such  states  or
jurisdictions.

(e)     In the event of any underwritten public offering, enter into and perform
its  obligations  under  an underwriting agreement, in usual and customary form,
with  the  managing  underwriter(s)  of  such  offering.

(f)     Notify  the  Investor  at any time when a prospectus relating thereto is
required  to be delivered under the Securities Act of the happening of any event
as  a result of which the prospectus included in such registration statement, as
then  in  effect,  includes  an  untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  in  the  light  of  the circumstances then
existing.  Upon  receipt of any such notice, the Investor agrees not to sell any
Registrable Securities pursuant to the registration statement until such time as
the  Company  has  filed  such  amendments  or  supplements to such registration
statement  as  the  Company believes are required to be filed to comply with the
provisions  of  the  Securities  Act,  which  the  Company  shall file promptly.

     (g)     Furnish,  in  the  event of an underwritten public offering, at the
request  of  the  Investor requesting registration of Registrable Securities, on
the  date that such Registrable Securities are delivered to the underwriters for
sale,  (i)  a  copy  of  an  opinion,  dated  as  of  such  date, of the counsel
representing  the  Company  for  the  purposes of such registration, in form and
substance  as  is  customarily  given  to underwriters in an underwritten public
offering,  addressed  to the underwriters, and (ii) a copy of a "comfort" letter
dated  as of such date, from the independent certified public accountants of the
Company,  in form and substance as is customarily given by independent certified
public accounts to underwriters in an underwritten public offering, addressed to
the  underwriters.

     1.5     Furnish  Information.  It  shall  be  a  condition precedent to the
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obligations  of  the  Company  to take any action pursuant to Section 1 that the
Investor shall furnish to the Company such information regarding themselves, the
Registrable  Securities  held by them, and the intended method of disposition of
such  securities as shall be required to timely effect the registration of their
Registrable  Securities.

1.6     Delay  of Registration.  The Investor shall not have any right to obtain
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or seek an injunction restraining or otherwise delaying any such registration as
the  result  of  any  controversy  that  might  arise  with  respect  to  the
interpretation  or  implementation  of  this  Section  1.

1.7     Indemnification.  In  the  event any Registrable Securities are included
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in  a  registration  statement  under  Section  1:

     (a)     By  the  Company.  To  the  fullest  extent  permitted  by law, the
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Company  will  indemnify  and  hold  harmless the Investor, and its officers and
directors  and each person, if any, who controls the Investor within the meaning
of  the  Securities  Act or the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  against  any losses, claims, damages, liabilities or expenses
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(and  actions  in  respect  thereof), including any of the foregoing incurred in
settlement of any litigation, arising out of, or based upon any of the following
statements,  omissions  or  violations  (collectively  a  "Violation"):
                                                           ---------
     (i)     any untrue statement or alleged untrue statement of a material fact
contained  in  such registration statement, including any preliminary prospectus
or  final prospectus contained therein or any amendments or supplements thereto;
(ii)     the  omission  or  alleged  omission  to  state therein a material fact
required  to  be stated therein, or necessary to make the statements therein not
misleading,  or
(iii)     any  violation  or  alleged violation by the Company of the Securities
Act,  the  Exchange  Act,  any  federal  or state securities law, or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any federal
or  state  securities  law  in  connection  with  the  offering  covered by such
registration  statement;  and  the Company shall reimburse the Investor, and its
officer  or  director  or  controlling  person  for  any legal or other expenses
reasonably  incurred  by  them, as incurred, in connection with investigating or
defending  any  such loss, claim, damage, liability or action; provided however,
                                                               -------- -------
that the indemnity agreement contained in this subsection 1.7(a) shall not apply
to  amounts  paid  in  settlement  of any such loss, claim, damage, liability or
action  if  such  settlement is effected without the consent of the Company, nor
shall  the  Company be liable in any such case for any such loss, claim, damage,
liability  or  action  to  the  extent  that it arises solely out of or is based
solely  upon  a  Violation  which occurs in reliance upon and in conformity with
information  furnished  to  the  Company  by  an instrument duly executed by the
Investor  expressly  for  use  in  connection  with  such  registration.
      (b)     Notice.  Promptly after receipt by an indemnified party under this
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Section  1.7  of  notice  of  the  commencement  of  any  action  (including any
governmental action), such indemnified party will, if a claim in respect thereof
is  to be made against any indemnifying party under this Section 1.7, deliver to
the  indemnifying  party  a  written  notice of the commencement thereof and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the parties; provided, however, that an indemnified party shall
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have  the right to retain its own counsel, with the fees and expenses to be paid
by  the indemnifying party, if the indemnified party has been advised in writing
by counsel that representation of such indemnified party by the counsel retained
by  the  indemnifying  party  would  be inappropriate due to actual or potential
conflict  of  interests  between  such  indemnified  party  and  any other party
represented  by such counsel in such proceeding.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any  such  action,  if  prejudicial  to its ability to defend such action, shall
relieve  such indemnifying party of any liability to the indemnified party under
this  Section  1.7,  but  the  omission  so  to  deliver  written  notice to the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified  party  otherwise  than  under  this  Section  1.7.

(c)     Defect  Eliminated  in  Final  Prospectus.  The  foregoing  indemnity
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agreements  of  the  Company  is  subject to the condition that, insofar as they
relate  to  any  Violation  made  in  a preliminary prospectus but eliminated or
remedied  in  the  amended  prospectus  on  file  with  the  SEC at the time the
registration  statement  in question becomes effective or the amended prospectus
filed  with  the  SEC pursuant to SEC Rule 424(b) (the "Final Prospectus"), such
                                                        ----------------
indemnity  agreement  shall  not inure to the benefit of any person if a copy of
the  Final Prospectus was furnished to the person asserting the loss, liability,
claim  or  damage  at  or  prior  to  the  time  such  action is required by the
Securities  Act.

(d)     Survival.  The  obligations  of  the  Company  and  Investor  under this
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Section  1.7  shall  survive  the  completion  of  any  offering  of Registrable
Securities  in  a  registration  statement,  and  otherwise.

     1.8     Rule  144  Reporting.  With a view to making available the benefits
             --------------------
of  certain rules and regulations of the Commission which may at any time permit
the sale of the Registrable Securities to the public without registration, after
such  time  as  a  public market exists for the Common Stock of the Company, the
Company  agrees  to:

(a)     Make  and  keep  public  information  available, as those terms are
understood  and defined in Rule 144 under the Securities Act, at all times after
the  effective  date of the first registration under the Securities Act filed by
the  Company  for  an  offering  of  its  securities  to  the  general  public;

(b)     File  with  the  Commission  in  a  timely  manner all reports and other
documents  required of the Company under the Securities Act and the Exchange Act
(at  any  time  after it has become subject to such reporting requirements); and

(c)     So  long  as the Investor owns any Registrable Securities, to furnish to
the Investor forthwith upon request a written statement by the Company as to its
compliance  with  the reporting requirements of said Rule 144 (at any time after
ninety  (90)  days  after the effective date of the first registration statement
filed  by  the Company for an offering of its securities to the general public),
and  of the Securities Act and the Exchange Act (at any time after it has become
subject  to  the reporting requirements of the Exchange Act), a copy of the most
recent  annual  or  quarterly  report of the Company, and such other reports and
documents  of  the  Company  as  the Investor may reasonably request in availing
itself of any rule or regulation of the Commission allowing the Investor to sell
any  such  securities  without  registration  (at any time after the Company has
become  subject  to  the  reporting  requirements  of  the  Exchange  Act).

     1.9     Termination  of  the Company's Obligations.  The Company shall have
             ------------------------------------------
no  obligations  pursuant  to  Section  1  with  respect to:  (i) any request or
requests  for  registration  made  by  the Investor on a date more than five (5)
years  after  the  Closing Date under the Securities Purchase Agreement; or (ii)
any  Registrable  Securities proposed to be sold by a Investor in a registration
pursuant  to Section 1.2 or Section 1.3 if, in the reasonable opinion of counsel
to  the  Company  experienced  in  securities  laws  and  offerings,  all  such
Registrable  Securities  proposed  to  be  sold  by  a Investor may be sold in a
three-month  period  without  registration  under the Securities Act pursuant to
Rule  144  under  the  Securities  Act.

     2.     TRANSFERS,  ASSIGNMENT  AND  AMENDMENT.
            --------------------------------------

     2.1     Assignment.  Notwithstanding  anything  herein to the contrary, the
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registration  rights  of the Investor under Section 1 may be assigned with prior
notice  to  the  Company  only  in  connection  with  a  valid  transfer  of the
Registrable  Securities  as  long  as  the  transferee agrees to be bound by the
provisions  of  this  Agreement.  No  party may be assigned any of the foregoing
rights  unless the Company is given written notice by the assigning party at the
time  of  such  assignment  stating  the  name  and  address of the assignee and
identifying the securities of the Company as to which the rights in question are
being assigned, and any such assignee shall receive such assigned rights subject
to  all the terms and conditions of this Agreement, including without limitation
the  provisions  of  this  Section.

2.2     Amendment  of  Rights; Additional Registration Rights.  Any provision of
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this  Agreement  may be amended and the observance thereof may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  only  with the written consent of the Company and the Investor.
Any  amendment  or  waiver  effected  in  accordance  with this Section shall be
binding upon the Investor, each permitted successor or assignee of the Investor,
and  the  Company.  No  party shall be granted additional registration rights by
the  Company  unless  approved  by  the  written  consent of the Company and the
Investor  (and/or  any  of  their  permitted  successors  or  assigns).

     3.     TRANSFEREES;  LEGENDS  ON  CERTIFICATES.
            ---------------------------------------

     3.1     Effect  on  Transferees.  Each  and every transferee or assignee of
             -----------------------
any  shares  of capital stock of the Company from the Investor shall be bound by
and subject to the terms and conditions of this Agreement that are applicable to
such  transferee's  transferor  or assignor, and the Company shall require, as a
condition  precedent  to  the  transfer  of  any  shares of capital stock of the
Company  subject  to this Agreement, that the transferee agrees in writing to be
bound  by,  and  subject  to,  all  the  terms and conditions of this Agreement.

     3.2     Legend.  The  Investor  agrees  that all Company share certificates
             ------
now  or  hereafter  held  by  them that represent shares of capital stock of the
Company  subject to this Agreement will be stamped or otherwise imprinted with a
legend  to  read  as  follows:

"THE  SHARES  EVIDENCED  BY  THIS  CERTIFICATE  ARE  SUBJECT  TO  AGREEMENTS AND
RESTRICTIONS  AS PROVIDED IN THE PROVISIONS OF AN REGISTRATION RIGHTS AGREEMENT,
A  COPY  OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION."

     4.     GENERAL  PROVISIONS.
            -------------------

     4.1     Notices.  Any  notice,  request  or other communication required or
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permitted  hereunder  shall  be in writing and shall be given as provided in the
Securities  Purchase  Agreement.

     4.2     Entire  Agreement;  Amendment.  This  Agreement  constitutes  and
             -----------------------------
contains  the  entire agreement and understanding of the parties with respect to
the  subject  matter  hereof  and  supersedes  any  and  all prior negotiations,
correspondence,  agreements,  understandings,  duties or obligations between the
parties respecting the subject matter hereof.  Any term of this Agreement may be
amended  and  the observance of any term of this Agreement may be waived, either
generally or in a particular instance and either retroactively or prospectively,
only with the written consent of the Company and the Investor.  Any amendment or
waiver  effected  in accordance with this Section 4.2 shall be binding upon each
person  who  is, or who becomes, a party to this Agreement or otherwise bound by
the  provisions  of this Agreement, and each future holder of securities subject
to  this  Agreement.

4.3     Governing  Law.  This  Agreement  shall  be  construed  and  enforced in
        --------------
accordance  with  the  laws  of  the State of Florida excluding the conflicts of
laws.

4.4     Severability.  If  one  or more provisions of this Agreement are held to
        ------------
be  unenforceable under applicable law, then such provision(s) shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such  provision(s)  were so excluded and shall be enforceable in accordance with
its  terms.

4.5     Third  Parties.  Nothing  in  this  Agreement,  express  or  implied, is
        --------------
intended  to  confer  upon  any  person, other than the parties hereto and their
successors  and  assigns,  any  rights  or  remedies  under or by reason of this
Agreement.

4.6     Successors  and  Assigns.  Subject to the provisions of Section 2.1, the
        ------------------------
provisions of this Agreement shall inure to the benefit of, and shall be binding
upon,  the  successors  and  permitted  assigns  of  the  parties  hereto.

4.7     Captions.  The captions to sections of this Agreement have been inserted
        --------
for identification and reference purposes only and shall not be used to construe
or  interpret  this  Agreement.

4.8     Costs  and Attorneys' Fees.  In the event that any action, suit or other
        --------------------------
proceeding  is  instituted  concerning  or  arising out of this Agreement or any
transaction  contemplated  hereunder,  the prevailing party shall recover all of
such  party's  costs  and  attorneys' fees incurred in each such action, suit or
other  proceeding,  including  any  and  all  appeals  or  petitions  therefrom.

4.9     Adjustments  for Stock Splits, Etc.  Wherever in this Agreement there is
        -----------------------------------
a reference to a specific number of shares of Common Stock or preferred stock of
the  Company  of  any  class  or  series,  then,  upon  the  occurrence  of  any
subdivision, combination or stock dividend of such class or series of stock, the
specific number of shares so referenced in this Agreement shall automatically be
proportionally  adjusted to reflect the affect on the outstanding shares of such
class  or  series  of  stock by such subdivision, combination or stock dividend.

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


THE  COMPANY:          THE  INVESTOR:

AVENTURA  HOLDINGS,  INC.          HORVATH  HOLDINGS,  LLC


By:  /s/  Craig  A.  Waltzer          By:  /s/  Mark  R.  Horvath
   -------------------------             ------------------------
Its:  President  and  CEO            Its:  Manager