Exhibit 10.4

                                LOCK-UP AGREEMENT
                                -----------------
     THIS  LOCK-UP  AGREEMENT  (this  "Agreement") is made this 16th day of May,
2006,  by  and  between  Melissa  Apple  and  Craig  A.  Waltzer, as trustee and
beneficiary, respectively, under the Maria Lopez Irrevocable Trust UTD March 29,
2004,  with  respect  to  shares  of  Common Stock of Aventura Holdings, Inc., a
Florida  corporation  ("Aventura")  held  by it (the "Stockholder"), and Horvath
Holdings,  LLC,  a Michigan limited liability company ("Horvath Holdings").  All
other capitalized terms not defined herein have the meaning given to them in the
Securities  Purchase  Agreement  of  even  date  herewith.


                                    RECITALS:
                                    ---------
     A.     Contemporaneously with the delivery of this Agreement, Horvath, Ohio
Funding  Group,  Inc.,  a Michigan corporation ("Ohio Funding") and Aventura are
closing  the  transactions  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").

B.     It  is a condition to the closing of the transactions contemplated by the
Securities Purchase Agreement and the Warrant that the Stockholder agrees during
the  Exercise Period as defined in the Warrant not to make any Transfer (defined
herein)  of  any shares of Aventura common stock currently held by, to be issued
to,  or  which may be received by, the Stockholder ("Aventura Stock"), except in
accordance  with  this  Agreement.
NOW,  THEREFORE,  in  consideration  of  the mutual covenants and agreements set
forth  herein,  the  parties  hereto  hereby  agree  as  follows:

     1.    General Restrictions  on  Transfer of Aventura Stock. The Stockholder
           ----------------------------------------------------
hereby  agrees that, except as otherwise provided in this agreement, without the
consent  of  Horvath,  he will not, directly or indirectly, from the date hereof
until  5:00  p.m.,  E.S.T  on  the  fifth  (5th)  anniversary of the date hereof
("Term"),  Transfer  any Aventura Stock "(General Restriction").  In furtherance
of  the  foregoing  restrictions, Aventura and any duly appointed transfer agent
for  the  registration or transfer of the securities described herein are hereby
authorized  to decline to make any transfer of securities if such transfer would
constitute  a  violation  or  breach  of  this  Agreement.

For purposes of this Agreement, "Transfer" means and includes the following: (i)
an  offer to sell, a contract to sell, or to sell, transfer or otherwise dispose
of, directly or indirectly, any shares of stock, any options, rights or warrants
to  purchase  any  shares  of  Aventura  Stock (including any stock appreciation
right,  or  similar  right,  or  similar  right  with  an exercise or conversion
privilege  at  a price related to, or derived from, the market price of Aventura
Stock) or any securities convertible into or exchangeable for Aventura Stock, in
each  case  held of record or beneficially by the Stockholder; and (ii) any swap
or  other  agreement  that  transfers,  in whole or in part, any of the economic
consequences  of  ownership  of  Aventura  Stock,  whether  any such transaction
described  in  clause (i) or (ii) above is to be settled by delivery of Aventura
Stock  held  by the Stockholder.  Notwithstanding the foregoing, any transfer of
Aventura Stock by the Stockholder in which the acquirer, pledgee, donee or other
recipient  of  all  or  a  portion of the Aventura Stock, as the case may be, is
permitted  to  "tack"  the  holding  period  of the Stockholder pursuant to Rule
144(d)(3),  under  the Securities Act of 1933, as amended, shall not be deemed a
"Transfer"  for  purposes  of  this  Agreement.

     2.     Permitted Transferees.  Notwithstanding the General Restriction, the
            ---------------------
Stockholder  is  permitted  to Transfer Aventura Stock to the persons and in the
share  amounts  set  forth  in  the  following  chart:

PERMITTED  TRANSFEREE          PERMITTED  NUMBER  OF  TRANSFER  SHARES
---------------------          ---------------------------------------
Alan  Siskind                                 75,000,000
Joel  Siskind                                 75,000,000
Luigi  Basile                                 25,000,000
Cesar  Garcia                                 25,000,000
Mark  Rolland                                 15,000,000

TOTAL                                        215,000,000


3.     Partial  Releases  of  Aventura  Stock for Transfer.  Notwithstanding the
       ---------------------------------------------------
foregoing  General  Restriction,  Stockholder shall be entitled to the following
partial  releases  of  Aventura  Stock  for  Transfer:

(a)     5% Incremental Partial Release.  From the first (1st) through the fourth
        ------------------------------
(4th)  anniversary  dates  of  the  Issue  Date  (individually,  an "Anniversary
Date"),Stockholder  shall  be  entitled  to  Transfer an annual amount of shares
equal  to  five  percent  (5%)  of  the total number of shares of Aventura Stock
("Incremental  Release").  Stockholder  shall  provide  Horvath  Holdings  with
written notice of its intention to Transfer any shares of Aventura Stock subject
to an Incremental Release and such Transfer must be completed within thirty (30)
days  of  each  Anniversary  Date ("Transfer Period").  Any shares subject to an
annual  Incremental  Release  which are not Transferred pursuant to this section
during  the  Transfer Period shall, again, be subject to the General Restriction
until  the  following  Anniversary  Date.

(b)     Partial  Release  for Registration.   In the event Horvath exercises its
        -----------------------------------
registration  rights  under the Registration Rights Agreement during the Term of
this  Lock  Up  Agreement,  Stockholder shall be entitled to participate in such
registration  as  a  selling  shareholder  on  a pro rata basis, determined by a
fraction,  the  numerator  of which is equal to the number of shares of Aventura
Stock  held  by  Aventura and the denominator of which is equal to the number of
shares  of Aventura Stock held by Aventura plus the number of shares of Aventura
common  stock  then held by Horvath Holdings pursuant to the Securities Purchase
Agreement  and/or the Warrant.  Any shares of Aventura Stock sold by Stockholder
in  such  registered  offering  shall  be  treated  as shares released from this
Agreement  as  an  Incremental  Release.

4.     Early Termination.  The rights and obligations granted under this Lock Up
       -----------------
Agreement  shall terminate prior to the expiration of the Term in the event that
Craig Waltzer's employment with Aventura is terminated without "cause" under the
terms  of  his  Executive  Employment  Agreement  with  Aventura.

5.     Miscellaneous
       -------------

     (a)     Severability.  If  any  term, provision, covenant or restriction of
             ------------
this  Agreement is held by a court of competent jurisdiction to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of  this Agreement shall remain in full force and effect and shall
in  no  way  be  affected,  impaired  or  invalidated.

     (b)     Binding  Effect  and Assignment.  Neither this Agreement nor any of
             -------------------------------
the  rights,  interests  or obligations of the parties hereto may be assigned by
any  of  the  parties  hereto  without  the  prior written consent of the other.
Subject  to the foregoing, this Agreement and all of the provisions hereof shall
be  binding  upon  and  inure  to  the  benefit  of the parties hereto and their
respective  successors  and  permitted  assigns.

     (c)Amendments  and  Modification.  This  Agreement  may  not  be  modified,
        -----------------------------
amended,  altered  or  supplemented  except upon the execution and delivery of a
written  agreement  executed  by  Horvath  and  Stockholder.

     (d)Specific  Performance.  The parties hereto acknowledge that Horvath will
        ---------------------
be  irreparably  harmed  and  that there will be no adequate remedy at law for a
violation  of  any  of  the covenants or agreements of the Stockholder set forth
herein.  Therefore,  it  is agreed that, in addition to any other remedies which
may be available to Horvath upon such violation, Horvath shall have the right to
enforce such covenants and agreements by specific performance, injunctive relief
or  by  any  other  means  available  to  Horvath  at  law  or  in  equity.

     (e)     Notices.  All  notices  and other communications hereunder shall be
             -------
in  writing  and shall be acceptable if (a) delivered personally or by telecopy,
or  (b)  if  sent by registered or certified mail (return receipt requested) and
postage  prepaid,  or (c) if sent by reputable overnight courier, so long as the
parties  to this Agreement receive such notices at the following addresses or at
such  other  address  for  a  party  as  shall  be  specified  by  like  notice.

If  to  the  Stockholder:

     Melissa  Apple,  Trustee  of  the
     Maria  Lopez  Irrevocable  Trust  UTD
     March  29,  2004
     595  Piedmont  Avenue  NE,  Suite  185
     Atlanta,  Georgia  30308

If  to  the  Company:
     Craig  A.  Waltzer
     Aventura  Holdings,  Inc.
     2650  Biscayne  Blvd.,  1st  Fl.
     Miami,  Florida  33137

<PAGE>

If  to  Horvath:
     Mark  Horvath
     Horvath  Holdings,  LLC
     22521  Dequindre
     Madison  Heights,  Michigan  48071

With  a  copy  via  email  to: Michael  T.  Raymond,  Esq.
                               Mraymond@dickinsonwright.com

All such notices and communications shall be deemed to have been received on the
date  of  delivery  if  delivered  personally  or by telecopy, or on the date of
receipt,  if  mailed,  or  one  day after mailing, if by overnight courier.  Any
party giving notice under this Agreement to one party to this Agreement shall be
required  to give such notice to all parties to this Agreement in order for such
notice  to  be  effective.

     (f)     Entire  Agreement.  This Agreement constitutes the entire agreement
             -----------------
between the parties with respect to the subject matter hereof and supersedes all
prior  agreements  and  understandings,  written  and  oral.

     (g)     Applicable  Law.  This  Agreement  shall  be  governed  by and
             ---------------
construed  in  accordance  with  the  laws  of  the  State  of  Florida.

     (h)     Section  Headings. The section and other headings contained in
             -----------------
this  Agreement are for reference purposes only and shall not affect the meaning
or  interpretation  of  this  Agreement.

     (i)     Counterparts.  This Agreement may be executed in any number of
             ------------
counterparts,  each  of which shall be deemed to be an original and all of which
together  shall  be  deemed  to  be  a  single agreement. The signatures to this
Agreement  need  not  all  be  on  a  single  copy of this Agreement, and may be
facsimiles  rather than originals, and shall be fully as effective as though all
signatures  were  originals  on  the  same  copy.

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  and  delivered this
Agreement  as  of  the  date  first  above  written.

STOCKHOLDER:

THE  MARIA  LOPEZ  IRREVOCABLE
TRUST  UTD  MARCH  29,  2004


By: /s/  Melissa  Apple,  Trustee
    -----------------------------
         Melissa  Apple,  Trustee


HORVATH  HOLDINGS,  LLC


By: /s/  Mark  R.  Horvath
    ----------------------
     Name:  Mark  Horvath
     Title:  Manager

ACKNOWLEDGMENT  BY  BENEFICIARY
OF  THE  STOCKHOLDER:


By:  /s/  Craig  A.  Waltzer
     -----------------------
     Craig  A.  Waltzer

Date:  May  16,  2006