Exhibit 10.1

SECURITIES  PURCHASE  AGREEMENT


     This  Securities Purchase Agreement (the "Agreement"), dated as of the 16th
day  of  May, 2006 by and between AVENTURA HOLDINGS, INC., a Florida corporation
("AVENTURA"),  and  OHIO  FUNDING  GROUP,  INC.,  a  Michigan corporation ("OHIO
FUNDING"),  together  with its controlling shareholder, HORVATH HOLDINGS, LLC, a
Michigan  limited  liability company ("HORVATH"), and made with reference to the
following:

A.               AVENTURA  is  a  publicly  held corporation organized under the
laws  of  the  State  of  Florida;

B.               HORVATH is a privately held limited liability company organized
under  the  laws  of the State of Michigan and a controlling shareholder of OHIO
FUNDING;

C.               OHIO  FUNDING  is  a privately held corporation organized under
the  laws  of  the  State  of Michigan and has authorized capital stock of Fifty
Thousand  (50,000)  common  shares,  no par value, of which one thousand (1,000)
shares  are  issued  and  outstanding;

D.               The respective Boards of Directors of AVENTURA and HORVATH have
deemed  it  advisable  and  in  the  best interests of AVENTURA and HORVATH that
shares  of  common  stock  in OHIO FUNDING be acquired by AVENTURA from HORVATH,
pursuant  to  the  terms  and  conditions  set  forth  in  this  Agreement;  and

E.               AVENTURA,  HORVATH  and OHIO FUNDING propose to enter into this
Agreement  which  provides  among  other things that Thirty Percent (30%) of the
outstanding  shares  of  OHIO  FUNDING  be acquired by AVENTURA from HORVATH, in
exchange for the sum of Two Hundred Million (200,000,000) shares of common stock
of  AVENTURA  (being  the  "Purchase  Price"),  as  more  fully described in the
Agreement.

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


ARTICLE  1
                                 THE ACQUISITION

1.1          PURCHASE  AND  SALE  OF  SHARES.  At  the "Closing" (as hereinafter
defined),  HORVATH shall assign and sell to AVENTURA and AVENTURA shall purchase
from  HORVATH three hundred (300) common shares, which represents Thirty Percent
(30%) of the outstanding shares of OHIO FUNDING  (the "Shares"), in exchange for
payment of the "Purchase Price" (as hereinafter defined).  Subject to the escrow
provisions  set  forth in Section 1.4 below, HORVATH shall deliver the Shares to
AVENTURA,  and  AVENTURA  shall  deliver  the  Shares  for  the  Purchase Price.

1.2          PURCHASE PRICE.  AVENTURA  in full consideration for the Shares and
payment  of  the  Purchase  Price,  tenders  to HORVATH, by issuance of its duly
authorized  but  unregistered  (and  exempt  from registration) shares of common
stock  of  AVENTURA,  on  or  before  the  "Closing"  (as  hereinafter defined).

1.3          Following  the  Closing,  there  will  be  a  total of one thousand
(1,000)  common  shares,  no  par value, issued and outstanding in OHIO FUNDING.

1.4          ESCROW  OF  THE  SHARES.  AVENTURA acknowledges that the Shares are
currently  held  in  escrow  and are subject to a certain escrow agreement dated
December  31,  2004  between Mark R. Horvath, HORVATH, and Dickinson Wright PLLC
(the  "Escrow  Agreement").  The  Shares are being assigned to AVENTURA with the
waiver and consent of Donald A. Foss and without the removal of such Shares from
escrow,  but  granting  AVENTURA  the  right  to  vote the Shares and to receive
dividends  and  other  distributions  thereon  unless  and until and only to the
extent  such Shares are forfeited pursuant to the terms of the Escrow Agreement.
Following  the  Closing, the Shares shall continue to be held in escrow pursuant
to  the  terms  of  the  Escrow Agreement until such time as Mark K. Horvath and
HORVATH fulfill all of their respective and joint obligations under the Business
Acquisition Agreement, the Horvath Employment Agreement, the Master Note and the
Master Security Interest (collectively, the "Transaction Documents").  Copies of
the Escrow Agreement and Transaction Documents are available for inspection upon
request.  Upon  fulfillment  of  the obligations under the Transaction Documents
and  the  release of the Shares from escrow, HORVATH shall deliver the Shares to
AVENTURA.


ARTICLE  2
                                   THE CLOSING

2.1          The consummation of the transactions contemplated by this Agreement
(the  "Closing")  shall  take  place  at a location to be determined in Atlanta,
Georgia on or about May 10, 2006 (the "Closing Date"), or at such other place or
date  and  time  as  may  be  agreed  to by the parties hereto.  The parties may
exchange  documents,  execution copies, schedules and/or any other closing items
via  electronic  exchange, email, facsimile or otherwise to facilitate a Closing
in  the event that all parties are not in the same location on the Closing Date.

2.2          The  following  conditions are a part of this Agreement and must be
completed  on the Closing Date, or such other date specified by the parties: all
schedules  to  this  Agreement  shall  have been completed and submitted to both
parties  except  that either party may indicate, by execution of a waiver on the
page  indicted  for  each such schedule that such schedule may be delivered as a
post-closing  item.


ARTICLE  3
                   REPRESENTATIONS AND WARRANTIES OF AVENTURA

3.1          AVENTURA hereby represents and warrants to OHIO FUNDING as follows:

(a)          AVENTURA  shall  deliver  to HORVATH, on or before Closing, each of
the  following:

(1)          Consents  Required.  A  complete  list  of  all  agreements wherein
             ------------------
consent  to  the  transaction herein contemplated is required to avoid a default
thereunder;  or where notice of such transaction is required at or subsequent to
closing,  or  where  consent to an acquisition, consolidation, or sale of all or
substantially  all  of  the  assets  is  required to avoid a default thereunder.
(Schedule  A)

(b)          ORGANIZATION,  STANDING  AND POWER.  AVENTURA is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Florida  with  all  requisite corporate power to own or lease its properties and
carry  on  its  businesses  as  are  now  being  conducted.

(c)          QUALIFICATION.  AVENTURA  is  duly  qualified  and is licensed as a
foreign  corporation  authorized  to do business in each jurisdiction wherein it
conducts  its  business  operations  where  in  each jurisdiction the failure to
qualify  would  have  a  material  adverse  effect  on  AVENTURA or its business
operations.  Such  jurisdictions,  which  are  the  only  jurisdictions in which
AVENTURA  is  duly qualified and licensed as a foreign corporation, are shown in
Schedule  A.

(d)          AUTHORITY.  The  execution  and  delivery  of  this  Agreement  and
consummation  of  the transactions contemplated herein have been duly authorized
by  all  necessary  corporate  actions,  including  but  not limited to duly and
validly  authorized  action  and approval by the Board of Directors of AVENTURA.
This  Agreement  constitutes  the  valid  and  binding  obligation  of  AVENTURA
enforceable  against  it in accordance with its terms, subject to the principles
of  equity applicable to the availability of the remedy of specific performance.
This Agreement has been duly executed by AVENTURA and the execution and delivery
of  this Agreement and the consummation of the transactions contemplated by this
Agreement  shall  not  result  in  any  breach  of  any  terms  or provisions of
AVENTURA's  Articles  of  Incorporation  or  Bylaws  or  any document or charter
governing  its investments or purchases of securities or of any other agreement,
court  order  or  instrument  to  which  AVENTURA  is  a  party  or  bound  by.

(e)          BROKERS  AND  FINDERS.  AVENTURA  shall  be  solely responsible for
payment  to  any  broker  or finder retained by AVENTURA for any brokerage fees,
commissions  or  finders'  fees in connection with the transactions contemplated
herein.  AVENTURA  has  not  agreed to pay any fees or commissions to any party.

(f)          ACCURACY OF INFORMATION.  No representation or warranty by AVENTURA
contained  in  this  Agreement and no statement contained in any public filings,
certificate or other instrument delivered or to be delivered to HORVATH pursuant
hereto  or  in  connection  with the transactions contemplated hereby (including
without  limitation  all Schedules and exhibits hereto) contains or will contain
any  untrue  statement  of  material  fact  or  omits  or will omit to state any
material  fact  necessary  in  order  to make the statements contained herein or
therein  not  misleading.

(g)          CONSENTS.  Except  as  listed in Schedule A, no consent or approval
of, or registration, qualification or filing with, any governmental authority or
other  person  is  required  to  be  obtained or accomplished by AVENTURA or any
shareholder  thereof  in  connection  with  the consummation of the transactions
contemplated  hereby.

(h)          IMPROPER  PAYMENTS.  Neither  AVENTURA,  nor  any  person acting on
behalf  of  AVENTURA  has  made any payment or otherwise transmitted anything of
value,  directly  or indirectly, to (a) any official or any government or agency
or  political  subdivision  thereof  for the purpose of influencing any decision
affecting  the business of AVENTURA, (b) any customer, supplier or competitor of
AVENTURA  or  employee of such customer, supplier or competitor, for the purpose
of obtaining, retaining or directing business for AVENTURA, or (c) any political
party  or  any candidate for elective political office nor has any fund or other
asset  of AVENTURA been maintained that was not fully and accurately recorded on
the  books  of  account  of  AVENTURA.

(i)          COPIES  OF  DOCUMENTS.  AVENTURA  has made available for inspection
and  copying  by  HORVATH  and  its  duly  authorized  representatives, and will
continue  to  do so at all times, true and correct copies of all documents which
it  has  filed  with  the  Securities  and  Exchange  Commission  and  all other
governmental  agencies  which are material to the terms and conditions contained
in this Agreement.  Furthermore, to the best knowledge of the Board of Directors
of  AVENTURA,  all  filings  by  AVENTURA,  with  the  Securities  and  Exchange
Commission,  and  all  other governmental agencies, including but not limited to
the  Internal  Revenue  Service,  have  contained  information which is true and
correct,  in  all material respects and do not contain any untrue statement of a
material  fact  or  omit  to  state  any  material  fact  necessary  to make the
statements  made therein not misleading or which could have any material adverse
effect  upon  the  financial  condition  or  operations  of  AVENTURA.

(j)          INVESTMENT  INTENT  OF  SHAREHOLDERS.  AVENTURA  represents  and
warrants  to HORVATH and OHIO FUNDING that the Shares being acquired pursuant to
this Agreement are being acquired for its own account and for investment and not
with  a  view  to  the  public resale or distribution of such shares and further
acknowledges  that  the  shares  being issued have not been registered under the
Securities  Act  and are "restricted securities" as that term is defined in Rule
144  promulgated  under  the Securities Act and must be held indefinitely unless
they  are  subsequently registered under the Securities Act or an exemption from
such  registration  is  available.


ARTICLE  4
           REPRESENTATIONS AND WARRANTIES OF HORVATH AND OHIO FUNDING

4.1          HORVATH  and  OHIO FUNDING hereby represent and warrant to AVENTURA
as  follows:

(a)          ORGANIZATION,  STANDING  AND  POWER.  OHIO FUNDING is a corporation
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Michigan  with  all  requisite  corporate  power  to own or lease its
properties  and  carry  on  its  business  as  is  now  being  conducted.

(b)          QUALIFICATION.  OHIO  FUNDING  is  duly qualified and licensed as a
foreign  corporation  authorized  to do business in each jurisdiction wherein it
conducts  business  operations where in each jurisdiction the failure to qualify
would have a material adverse effect on OHIO FUNDING or its business operations.
Such  jurisdictions,  which  are the only jurisdictions in which OHIO FUNDING is
duly  qualified  and  licensed as a foreign corporation, is shown in Schedule B.

(c)          CAPITALIZATION  OF  OHIO  FUNDING.  The authorized capital stock of
OHIO  FUNDING consists of 50,000 common shares of Common Stock, no par value, of
which the only shares issued and outstanding are the one thousand (1,000) shares
issued  to  Horvath, which shares were duly authorized, validly issued and fully
paid  and  nonassessable.  There  are  no  shares of preferred stock authorized.
There  are  no  preemptive  rights  with  respect  to  the  OHIO  FUNDING stock.

(d)          AUTHORITY.  The  execution  and  delivery  of  this  Agreement  and
consummation  of  the transactions contemplated herein have been duly authorized
by all necessary corporate action, including but not limited to duly and validly
authorized  action  and  approval  by the Board of Directors of HORVATH and OHIO
FUNDING.  This Agreement constitutes the valid and binding obligation of HORVATH
and  OHIO  FUNDING, enforceable against it in accordance with its terms, subject
to  the  principles  of  equity  applicable to the availability of the remedy of
specific performance.  This Agreement has been duly executed by HORVATH and OHIO
FUNDING and the execution and delivery of this Agreement and the consummation of
the  transactions  contemplated by this Agreement shall not result in any breach
of  any  terms  or  provisions  of  HORVATH'S  or  OHIO FUNDING'S organizational
documents  or of any other agreement, court order or instrument to which HORVATH
or  OHIO  FUNDING  is  a  party  or  bound.

(e)          ABSENCE  OF  UNDISCLOSED LIABILITIES.  OHIO FUNDING has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued, which
were  not  reflected  on  the  financial  statements  set forth in Schedule B or
otherwise  disclosed  in  this  Agreement  or  any  of the Schedules or Exhibits
attached  hereto.

(f)          ABSENCE  OF  CHANGES.  Since  inception,  there  has  not  been any
material  adverse  change  in  the  condition  (financial or otherwise), assets,
liabilities,  earnings or business of OHIO FUNDING, except for changes resulting
from  completion  of  transactions  in  the  ordinary  course  of  business.

(g)          TAX MATTERS.  All taxes and other assessments and levies which OHIO
FUNDING is required by law to withhold or to collect have been duly withheld and
collected,  and  have been paid over to the proper government authorities or are
held  by  OHIO  FUNDING  in  separate  bank  accounts  for  such  payment or are
represented  by  depository  receipts, and all such withholdings and collections
and  all  other  payments  due  in  connection  therewith  (including,  without
limitation,  employment  taxes,  both  the employee's and employer's share) have
been  paid  over  to  the government or placed in a separate and segregated bank
account  for  such purpose.  There are no known deficiencies in income taxes for
any  periods  and  further,  the representations and warranties as to absence of
undisclosed  liabilities  contained  in  Section 4.1(e) includes any and all tax
liabilities  of  whatsoever  kind  or nature (including, without limitation, all
federal,  state,  local  and  foreign  income, profit, franchise, sales, use and
property taxes) due or to become due, incurred in respect of or measured by OHIO
FUNDING  income  or  business  prior  to  the  Closing  Date.

(h)          OPTIONS,  WARRANTS, ETC.  Except as otherwise described in Schedule
B,  there are no outstanding options, warrants, calls, commitments or agreements
of  any  character  to  which OHIO FUNDING or its shareholders are a party or by
which  OHIO  FUNDING  or its shareholders are bound, or are a party, calling for
the  issuance  of  shares  of  capital  stock  of OHIO FUNDING or any securities
representing  the  right to purchase or otherwise receive any such capital stock
of  OHIO  FUNDING.

(i)          TITLE  TO  ASSETS.  Except  for liens set forth in Schedule B, OHIO
FUNDING  is  the sole and unconditional owner of, with good and marketable title
to,  all the assets and patents listed in the schedules as owned by them and all
other  property  and assets are free and clear of all mortgages, liens, pledges,
charges  or  encumbrances  of  any  nature  whatsoever.

(j)          AGREEMENTS  IN  FORCE  AND EFFECT.  Except as set forth in Schedule
B,  all  material  contracts,  agreements,  plans,  promissory notes, mortgages,
leases,  policies,  licenses,  franchises  or  similar instruments to which OHIO
FUNDING  is  a  party are valid and in full force and effect on the date hereof,
and  OHIO  FUNDING  has  not  breached  any material provision of, and is not in
default  in  any  material  respect  under  the  terms  of,  any  such contract,
agreement, plan, promissory note, mortgage, lease, policy, license, franchise or
similar  instrument which breach or default would have a material adverse effect
upon  the  business,  operations  or  financial  condition  of  OHIO  FUNDING.

(k)          LEGAL  PROCEEDINGS,  ETC.  There  are  no  civil,  criminal,
administrative,  arbitration or other such proceedings or investigations pending
or  to  the  knowledge of OHIO FUNDING, threatened, in which, individually or in
the  aggregate,  an  adverse determination would materially and adversely affect
the  assets,  properties,  business  or income of OHIO FUNDING. OHIO FUNDING has
substantially  complied  with,  and  is  not  in default in any material respect
under,  any  laws, ordinances, requirements, regulations or orders applicable to
its  businesses.

(l)          GOVERNMENTAL  REGULATION.  To  the  knowledge  of  OHIO FUNDING and
except  as  set  forth  in Schedule B, OHIO FUNDING is not in violation of or in
default  with  respect to any applicable law or any applicable rule, regulation,
order,  writ  or  decree  of  any  court  or any governmental commission, board,
bureau,  agency  or  instrumentality,  or  delinquent with respect to any report
required  to be filed with any governmental commission, board, bureau, agency or
instrumentality  which violation or default could have a material adverse effect
upon  the  business,  operations  or  financial  condition  of  OHIO  FUNDING.

(m)          BROKER  AND  FINDERS.  OHIO FUNDING shall be solely responsible for
payment to any broker or finder retained by OHIO FUNDING for any brokerage fees,
commissions  or  finders'  fees in connection with the transactions contemplated
herein.  OHIO  FUNDING  has  not  agreed  to  pay any fees or commissions to any
party.

(n)          ACCURACY  OF  INFORMATION.  No  representation  or warranty by OHIO
FUNDING  contained  in  this  Agreement  and  no  statement  contained  in  any
certificate  or  other  instrument  delivered  or  to  be  delivered to AVENTURA
pursuant  hereto  or  in  connection  with  the transactions contemplated hereby
(including  without  limitation  all  Schedules and Exhibits hereto) contains or
will  contain  any  untrue statement of a material fact or omits or will omit to
state  any  material  fact  necessary  in order to make the statements contained
herein  or  therein  not  misleading.

(o)          SUBSIDIARIES.  OHIO FUNDING does not have any other subsidiaries or
own  capital  stock  representing  Ten  Percent  (10%) or more of the issued and
outstanding  stock  of  any  other  corporation.

(p)          CONSENTS.  Except  as  listed in Schedule B, no consent or approval
of,  or  registration,  qualification  or  filing  with,  any other governmental
authority  or  other  person  is required to be obtained or accomplished by OHIO
FUNDING  or  any shareholder thereof, in connection with the consummation of the
transactions  contemplated  hereby.

(q)          IMPROPER  PAYMENTS.  No person acting on behalf of OHIO FUNDING has
made  any  payment  or  otherwise  transmitted  anything  of  value, directly or
indirectly,  to  (a)  any  official  or  any  government  or agency or political
subdivision  thereof  for  the purpose of influencing any decision affecting the
business  of  OHIO  FUNDING,  or  (b)  any  political party or any candidate for
elective  political office, nor has any fund or other asset of OHIO FUNDING been
maintained that was not fully and accurately recorded on the books of account of
OHIO  FUNDING.

(r)          COPIES  OF  DOCUMENTS.  OHIO  FUNDING  has  made  available  for
inspection  and copying by AVENTURA and its duly authorized representatives, and
will  continue  to  do so at all times, true and correct copies of all documents
which  it  has  filed  with  any governmental agencies which are material to the
terms  and  conditions  contained  in  this Agreement.  Furthermore, to the best
knowledge of the Board of Directors of OHIO FUNDING, all filings by OHIO FUNDING
with  governmental  agencies,  including but not limited to the Internal Revenue
Service,  have  contained  information which is true and correct in all material
respects  and did not contain any untrue statement of a material fact or omit to
state  any  material  fact  necessary  to  make  the statements made therein not
misleading  or  which  could have any material adverse effect upon the financial
condition  or  operations  of  OHIO  FUNDING.

(s)          VALID  ISSUANCE OF SECURITIES.  The Shares, when assigned, sold and
delivered  to  AVENTURA  in  accordance with the terms of this Agreement for the
consideration  expressed herein, will be duly and validly issued, fully paid and
non-assessable,  and  will  be  free  of restrictions on transfer other than the
escrow  of  the  Shares  set  forth  in  Section  1.4 above, the restrictions on
transfer  under this Agreement and under applicable state and federal securities
laws.

(t)          RELATED  PARTY TRANSACTIONS.  Except as described on Schedule B, no
employee,  officer or director of OHIO FUNDING or member of his or her immediate
family  is  indebted to OHIO FUNDING, nor is OHIO FUNDING indebted (or committed
to make loans or extend or guarantee credit) to any of them and no member of the
immediate  family  of  any  officer  or  director of OHIO FUNDING is directly or
indirectly  interested  in  any  material  contract  with  OHIO  FUNDING.


ARTICLE  5
     CONDUCT AND TRANSACTIONS PRIOR TO THE EFFECTIVE TIME OF THE ACQUISITION

5.1          CONDUCT  AND  TRANSACTIONS OF AVENTURA.  During the period from the
date  hereof  to  the  date  of  Closing,  AVENTURA  shall:

(a)          Conduct  its  operations  in  the  ordinary  course  of  business,
including  but  not limited to, paying all obligations as they mature, complying
with  all  applicable  tax laws, filing all tax returns required to be filed and
paying  all  taxes  due;

(b)          Maintain  its  records and books of account in a manner that fairly
and  correctly  reflects  its  income,  expenses,  assets  and  liabilities.

5.2          CONDUCT  AND TRANSACTIONS OF OHIO FUNDING .  During the period from
the  date  hereof  to  the  date  of  Closing,  OHIO  FUNDING  shall:

(a)          Conduct  the  operations  of OHIO FUNDING in the ordinary course of
business,  including  but not limited to, incurring debt, paying all obligations
as  they  mature, complying with all applicable tax laws, filing all tax returns
required  to  be  filed  and  paying  all  taxes  due;

(b)          Maintain  its  records and books of account in a manner that fairly
and  correctly  reflects  its  income,  expenses,  assets  and  liabilities.

(c)          OHIO  FUNDING  shall  not,  prior to the Closing, materially waste,
diminish,  fail  to  collect or fail to enforce collection of any and all of its
revenues,  including,  but  not  limited  to,  any  and  all residual income and
referral  income  all  of  which  are  the  property  of  OHIO  FUNDING.


ARTICLE  6
                              RIGHTS OF INSPECTION

6.1          During  the  period  from the date of this Agreement to the date of
Closing of the acquisition, AVENTURA and HORVATH agree to use their best efforts
to  give  the other party, including its representatives and agents, full access
to  the premises, books and records of AVENTURA and OHIO FUNDING, and to furnish
the  other  with  such  reasonable  financial  and  operating  data  and  other
information  including,  but  not  limited to, copies of all legal documents and
instruments  referred  to on any schedule or exhibit hereto, with respect to the
business  and properties of AVENTURA or OHIO FUNDING, as the case may be, as the
other  shall from time to time request; provided, however, if there are any such
investigations:  (1)  they  shall  be  conducted  in  such  manner  as  not  to
unreasonably  interfere  with the operation of the business of the other parties
and  (2)  such right of inspection shall not affect in any way whatsoever any of
the representations or warranties given by the respective parties hereunder.  In
the  event  of  termination  of  this  Agreement, AVENTURA and HORVATH will each
return to the other all documents, work papers and other materials obtained from
the  other  party  in  connection with the transactions contemplated hereby, and
will  take  such  other  steps  necessary to protect the confidentiality of such
material.


ARTICLE  7
                              CONDITIONS TO CLOSING

7.1          CONDITIONS TO OBLIGATIONS OF HORVATH.  The obligation of HORVATH to
perform  this  Agreement  is  subject  to  the  satisfaction  of  the  following
conditions  on  or  before  the  Closing  unless  waived  in writing by HORVATH.

(a)          REPRESENTATIONS  AND  WARRANTIES.  There  shall  be  no information
disclosed in the schedules delivered by AVENTURA which in the opinion of HORVATH
would  materially  adversely  affect  the proposed transaction and intent of the
parties  as  set forth in this Agreement.  The representations and warranties of
AVENTURA set forth in Article 3 hereof shall be true and correct in all material
respects  as  of the date of this Agreement and as of the Closing as though made
on  and  as  of  the  Closing,  except as otherwise permitted by this Agreement.

(b)          PERFORMANCE  OF  OBLIGATIONS.  AVENTURA  shall have in all material
respects  performed  all  agreements  required  to be performed by it under this
Agreement  and  shall  have  performed  in  all  material  respects  any actions
contemplated  by  this  Agreement  prior to or on the Closing and AVENTURA shall
have  complied  in  all material respects with the course of conduct required by
this  Agreement.

(c)          CONSENTS.  Any  consents  necessary  for  or  approval of any party
listed  on  any  Schedule  delivered  by  AVENTURA  whose consent or approval is
required  pursuant  thereto  shall  have  been  obtained.

(d)          STATUTORY  REQUIREMENTS.  All  statutory requirements for the valid
consummation  by  AVENTURA  of  the  transactions contemplated by this Agreement
shall  have  been  fulfilled.

(e)          GOVERNMENTAL  APPROVAL.  All  authorizations,  consents, approvals,
permits and orders of all federal and state governmental agencies required to be
obtained  by  AVENTURA for consummation of the transactions contemplated by this
Agreement  shall  have  been  obtained.

7.2          CONDITIONS  TO OBLIGATIONS OF AVENTURA.  The obligation of AVENTURA
to  perform  this  Agreement  is  subject  to  the satisfaction of the following
conditions  on  or  before  the  Closing  unless  waived in writing by AVENTURA.

(a)          REPRESENTATIONS  AND  WARRANTIES.  There  shall  be  no information
disclosed  in  the  schedules delivered by HORVATH or OHIO FUNDING, which in the
opinion  of AVENTURA, would materially adversely affect the proposed transaction
and  intent  of the parties as set forth in this Agreement.  The representations
and  warranties  of HORVATH and OHIO FUNDING set forth in Article 4 hereof shall
be  true  and  correct in all material respects as of the date of this Agreement
and  as  of  the  Closing  as  though  made  on and as of the Closing, except as
otherwise  permitted  by  this  Agreement.

(b)          PERFORMANCE  OF  OBLIGATIONS.  OHIO  FUNDING  shall  have  in  all
material  respects performed all agreements required to be performed by it under
this  Agreement  and  shall  have performed in all material respects any actions
contemplated by this Agreement prior to or on the Closing and OHIO FUNDING shall
have  complied  in  all  respects  with  the  course of conduct required by this
Agreement.

(c)          CONSENTS.  Any  consents  necessary  for  or  approval of any party
listed  on  any  Schedule delivered by HORVATH or OHIO FUNDING, whose consent or
approval  is  required  pursuant  thereto,  shall  have  been  obtained.

(d)          STATUTORY  REQUIREMENTS.  All  statutory requirements for the valid
consummation  by OHIO FUNDING of the transactions contemplated by this Agreement
shall  have  been  fulfilled.

(e)          GOVERNMENTAL  APPROVAL.  All  authorizations,  consents, approvals,
permits and orders of all federal and state governmental agencies required to be
obtained  by  HORVATH  for consummation of the transactions contemplated by this
Agreement  shall  have  been  obtained.

ARTICLE  8
                          MATTERS SUBSEQUENT TO CLOSING

8.1          COVENANT OF FURTHER ASSURANCE.  The parties covenant and agree that
they  shall,  from time to time, execute and deliver or cause to be executed and
delivered  all  such  further  instruments of conveyance, transfer, assignments,
receipts and other instruments, and shall take or cause to be taken such further
or  other actions as the other party or parties to this Agreement may reasonably
deem  necessary in order to carry out the purposes and intent of this Agreement.

8.2          RIGHTS  UNDER  WARRANT  AGREEMENT.  AVENTURA  has issued to HORVATH
that  certain  Class A Common Stock Purchase Warrant with the understanding that
HORVATH,  together  with  its  successors  and  assigns, shall have the right to
acquire  additional  common  stock of AVENTURA such that HORVATH shall, together
with  any  successors  and assigns, control a majority of the outstanding common
stock  of AVENTURA.  The terms and conditions of the Warrant are incorporated by
reference  herein.


ARTICLE  9
                           SURVIVAL OF REPRESENTATIONS

9.1          All  representations,  warranties  and  agreements  made by a party
shall  survive for the period of the applicable statute of limitations and until
the  discovery  of any claim, loss, liability or other matter based on fraud, if
longer.


ARTICLE  10
           TERMINATION OF AGREEMENT AND ABANDONMENT OF REORGANIZATION

10.1          TERMINATION.  Anything  herein  to  the  contrary notwithstanding,
this  Agreement  and  any  agreement  executed  as  required  hereunder  and the
acquisition contemplated hereby may be terminated at any time before the Closing
as  follows:

(a)          By  mutual  written  consent of the Boards of Directors of AVENTURA
and  HORVATH.

(b)          By  the Board of Directors of AVENTURA if any of the conditions set
forth  in  Section  7.2  shall  not  have  been  satisfied  by the Closing Date.

(c)          By  the  Board of Directors of HORVATH if any of the conditions set
forth  in  Section  7.1  shall  not  have  been  satisfied  by the Closing Date.

10.2          TERMINATION  OF  OBLIGATIONS  AND WAIVER OF CONDITIONS; PAYMENT OF
EXPENSES.  In  the  event  this Agreement and the acquisition are terminated and
abandoned  pursuant  to this Article 10 hereof, this Agreement shall become void
and of no force and effect and there shall be no liability on the part of any of
the  parties  hereto,  or  their respective directors, officers, shareholders or
controlling  persons  to  each  other.  Each party hereto will pay all costs and
expenses  incident  to its negotiation and preparation of this Agreement and any
of  the  documents  evidencing  the  transactions contemplated hereby, including
fees,  expenses  and  disbursements  of  counsel.


ARTICLE  11
                      ISSUANCE OF SHARES; FRACTIONAL SHARES

11.1          ISSUANCE OF SHARES.  At the Closing, AVENTURA shall issue a letter
to  its  transfer  agent with a copy of the resolution of its Board of Directors
authorizing  and  directing the issuance of the appropriate number of its shares
of  common  stock  as  provided  in  this  Agreement.

11.2          RESTRICTIONS  ON  SHARES ISSUED BY AVENTURA.  Due to the fact that
HORVATH  will  receive  shares  of AVENTURA common stock in connection with this
Agreement,  which  have  not been registered under the 1933 Act by virtue of the
exemption  provided  in  Section  4(2) of such Act, those shares of OHIO FUNDING
will  contain  the  following  legend:

The  shares  represented  by this certificate have not been registered under the
Securities  Act  of  1933.  The shares have been acquired for investment and may
not  be  sold  or  offered  for sale in the absence of an effective Registration
Statement  for  the  shares  under  the  Securities Act of 1933 or an opinion of
counsel  to  the  Corporation  that  such  registration  is  not  required.


ARTICLE  12
                                  MISCELLANEOUS

12.1          CONSTRUCTION.  This  Agreement  shall be construed and enforced in
accordance  with  the  laws  of  the State of Florida excluding the conflicts of
laws.

12.2          NOTICES.  All  notices  necessary  or  appropriate  under  this
Agreement  shall  be  effective  when  personally  delivered or deposited in the
United  States  mail,  postage  prepaid, certified or registered, return receipt
requested,  and  addressed to the parties last known address which addresses are
currently  as  follows:


If  to  "AVENTURA"                        If  to  "HORVATH"  or  "OHIO  FUNDING"

Craig  A.  Waltzer,  CEO                   Mark  R.  Horvath
Aventura  Holdings,  Inc.                  25221  Dequindre
2650  Biscayne  Blvd.,  First  Floor       Madison  Heights,  Michigan  48071
Miami,  Florida  33137


With  copies  to:

Michael  T.  Raymond,  Esq.
Dickinson  Wright  PLLC
301  E.  Liberty,  Suite  500
Ann  Arbor,  MI  48104-2266

12.3          AMENDMENT AND WAIVER.  The parties hereby may, by mutual agreement
in  writing signed by each party, amend this Agreement in any respect.  Any term
or  provision of this Agreement may be waived in writing signed by an authorized
officer at any time by the party which is entitled to the benefits thereof, such
waiver right shall include, but not be limited to, the right of either party to:

(a)          Extend  the  time  for the performance of any of the obligations of
the  other;

(b)          Waive any inaccuracies in representations by the other contained in
this  Agreement  or  in  any  document  delivered  pursuant  hereto;

(c)          Waive  compliance  by the other with any of the covenants contained
in  this  Agreement,  and  performance  of  any  obligations  by  the other; and

(d)          Waive  the  fulfillment  of  any condition that is precedent to the
performance  by  the  party  so  waiving  of  any  of its obligations under this
Agreement.

Any  writing  on  the  part  of a party relating to such amendment, extension or
waiver as provided in this Section 12.3 shall be valid if authorized or ratified
by  the  Board  of  Directors  of  such  party.

12.4          REMEDIES  NOT  EXCLUSIVE.  No  remedy  conferred  by  any  of  the
specific  provisions  of this Agreement is intended to be exclusive of any other
remedy,  and  each and every 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  or by statute or otherwise.  The election of any one or more remedies by
AVENTURA,  HORVATH or OHIO FUNDING shall not constitute a waiver of the right to
pursue  other  available  remedies.

12.5          COUNTERPARTS,  FACSIMILE  SIGNATURES.  This  Agreement  may  be
executed in one or more counterparts, each of which shall be deemed an original,
but  all  of  which  together  shall  constitute  one  and  the same instrument.
Execution  of  this  Agreement  or  any counterpart or any schedule or waiver or
amendment  may  be by delivery of a facsimile copy of a signature on behalf of a
party authorized to sign and such facsimile copy shall be binding upon the party
delivering  same.

12.6          BENEFIT.  This  Agreement  shall be binding upon, and inure to the
benefit  of, the respective successors and assigns of AVENTURA, HORVATH and OHIO
FUNDING  and  their  shareholders.

12.7          ENTIRE  AGREEMENT.  This  Agreement and the Schedules and Exhibits
attached hereto, represent the entire agreement of the undersigned regarding the
subject  matter  hereof, and supersedes all prior written or oral understandings
or  agreements  between  the  parties.

12.8          CAPTIONS AND SECTION HEADINGS.  Captions and section headings used
herein  are  for convenience only and shall not control or affect the meaning or
construction  of  any  provision  of  this  Agreement.


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


AVENTURA  HOLDINGS,  INC.                    HORVATH  HOLDINGS,  LLC

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



                                   OHIO  FUNDING  GROUP,  INC.

                                   By:     /s/  Mark  R.  Horvath
                                           ----------------------
                                  Its:     President
                                           ---------

<PAGE>
                                    EXHIBIT A
                       INVESTMENT REPRESENTATION STATEMENT

PURCHASER:     HORVATH  HOLDINGS,  LLC

ISSUER:          AVENTURA  HOLDINGS,  INC. (Referred to herein as the "Company")

SECURITY:          Common  Stock,  par  value  $.001

QUANTITY:          200,000,000  Shares

In  connection  with the purchase of the above-listed Securities of the Company,
the  undersigned  Purchaser  represents  to  the  Company  the  following:

(1)     Investment.  The  Purchaser  is  aware of the Company's business affairs
        -----------
and  financial  condition.  The  Purchaser  is  purchasing  the  Securities  for
investment  for  its  own  account only and not with a view to, or for resale in
connection with, any "distribution" thereof within the meaning of the Securities
Act  of  1933 (as Amended).  These securities have not been registered under the
Securities  Act  by  reason  of  a specific exemption therefrom, which exemption
depends on, among other things, the bona fide nature of the investment intent as
expressed herein.  In this connection the Purchaser understands that, in view of
the  Securities  and  Exchange  Commission ("SEC"), the statutory basis for such
exemption may be unavailable if this representation was predicated solely upon a
present  intention to hold these Securities for the minimum capital gains period
specified  under  tax statutes, for a deferred sale, for or until an increase or
decrease  in the market price of the Securities or for the period of one year or
any  other  fixed  period  in  the  future.

(2)     Restrictions  on  Transfer  Under Securities Act.  The Purchaser further
        -------------------------------------------------
acknowledges  and  understands  that  the  Securities  must be held indefinitely
unless  they  are  subsequently registered under the Securities Act or unless an
exemption  from  such  registration  is  available.  Moreover,  the  Purchaser
understands  that the Company is under no obligation to register the Securities.
In  addition,  the  Purchaser  understands  that  the certificate evidencing the
Securities  will  be imprinted with a legend which prohibits the transfer of the
Securities  unless they are registered or unless the Company receives an opinion
of  counsel reasonably satisfactory to the Company that such registration is not
required.

(3)     Sales  Under  Rule  144.  The Purchaser is aware of the adoption of Rule
        ------------------------
144  by the SEC promulgated under the Securities Act, which in substance permits
limited  public  resale of securities acquired in a non- public offering subject
to  the  satisfaction  of certain conditions, including: (i) the availability of
certain current public information about the Company, (ii) the resale being made
through  a  broker  in  an unsolicited "broker's transaction" or in transactions
directly  with  a " market maker," and (iv) the amount of securities sold during
any  three-month period not exceeding specified limitations (generally 1% of the
total  shares  outstanding).



<PAGE>

(4)     Limitations  on  Rule  144.  The  Purchaser  further  acknowledges  and
        ---------------------------
understands  that  while the Company does now satisfy the availability of public
information  requirement  of Rule 144, at any time the Purchaser desires to sell
the  Securities,  the  Company  might  not  be  then  compliant with such public
information  requirement  of Rule 144, and, in such case, the Purchaser would be
precluded from selling the Securities under Rule 144 even if the minimum holding
period  had  been  satisfied.


HORVATH  HOLDINGS,  LLC

By:_/s/  Mark  R.  Horvath
    ----------------------

<PAGE>

                                   SCHEDULE A
                       EXCEPTIONS/DISCLOSURES FOR AVENTURA

<PAGE>

                                   SCHEDULE B
               EXCEPTIONS/DISCLOSURES FOR HORVATH AND OHIO FUNDING
                                     Florida