Exhibit 10.2

THIS  WARRANT  AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND  THE  COMMON  SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID  ACT  OR  AN  OPINION OF COUNSEL REASONABLY
SATISFACTORY  TO AVENTURA HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

     Right  to  Purchase  2,528,443,528  shares  of  Common  Stock  of  Aventura
Holdings,  Inc.  (subject  to  adjustment  as  provided  herein)

                      CLASS A COMMON STOCK PURCHASE WARRANT

No. 2006-001                                     Issue Date: May 16, 2006

     Aventura  Holdings,  Inc.,  a  Florida  corporation (the "Company"), hereby
certifies  that,  for  value received, Horvath Holdings, LLC, a Michigan Limited
Liability  Company,  its  successors  and  assigns, (the "Holder"), is entitled,
subject  to  the terms set forth below, to purchase from the Company at any time
and from time to time after the Issue Date set forth above ("Issue Date"), until
5:00  p.m.,  E.S.T  on  the first anniversary of the Issue Date (the "Expiration
Date"),  the  greater  of:  (a)  2,528,443,528  shares  of  fully  paid  and
              ------------
nonassessable  shares  of the Common Stock of the Company, or (b) that number of
shares  of  Common  Stock  of the Company as shall be required for the Holder to
obtain,  when  combined  with  other  shares of Common Stock of the Company then
cumulatively  held  by  the  Holder,  at  least  fifty-one  (51%)  of  the total
fully-diluted  (after  giving  effect  to  the  full exercise of all outstanding
options, warrants and convertible securities) shares of Common Stock outstanding
of  the Company on the date this Warrant is fully exercised by Holder (in either
case,  the  "Number  of Shares Offered"), at a per share purchase price equal to
"Fair  Market  Value," (as defined in paragraph 1.4. below).  The aforedescribed
purchase  price  per share, as adjusted from time to time as herein provided, is
referred  to  herein  as the "Purchase Price."  The number and character of such
shares  of  Common  Stock  and  the  Purchase Price are subject to adjustment as
provided  herein.  Capitalized terms used and not otherwise defined herein shall
have  the  meanings set forth in that certain Securities Purchase Agreement (the
"Securities  Purchase  Agreement"), dated as of even date herewith, entered into
by  the Company, Melissa Apple, as Trustee for the Maria Lopez Irrevocable Trust
UTD  March  29,  2004,  Ohio  Funding Group, Inc., a Michigan corporation ("Ohio
Funding")  and  the  Holder.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

(a)     The  term  "Company"  shall  include  Aventura  Holdings,  Inc.  and any
corporation  or  legal  entity  which,  with the Holder's prior written consent,
shall  succeed  to  and  assume  the  obligations  of  Aventura  Holdings,  Inc.
hereunder.

(b)     The  term "Common Stock" includes (a) the Company's Common Stock, $.0001
par  value  per  share,  as  authorized  on  the  Issue  Date, and (b) any Other
Securities  into  which  or  for  which  any of the securities described in this
Warrant  (a)  may  be  converted  or  exchanged  pursuant  to  a  plan  of
recapitalization,  reorganization,  merger,  sale  of  assets  or  otherwise.

(c)     The  term  "Other  Securities"  refers  to  any stock (other than Common
Stock)  and  other  securities  of the Company or any other person (corporate or
otherwise)  which  the  holder  of this Warrant at any time shall be entitled to
receive,  or shall have received, on the exercise of this Warrant, in lieu of or
in  addition  to  Common  Stock, or which at any time shall be issuable or shall
have  been  issued  in  exchange  for or in replacement of Common Stock or Other
Securities  pursuant  to  Section  5  or  otherwise.

1.     Exercise  of  Warrant.
       ---------------------

     1.1.     Number of Shares Issuable upon Exercise.  From and after the Issue
              ---------------------------------------
Date  through  and including the Expiration Date ("Exercise Period"), the Holder
hereof  shall  be entitled to receive, upon exercise of this Warrant pursuant to
notice given by Holder prior to the Expiration Date, in whole in accordance with
the  terms  of  subsection  1.2  or  upon  exercise  of  this Warrant in part in
accordance  with  subsection  1.3,  the  number of shares of Common Stock of the
Company  up to the Number of Shares Offered identified in the notice of exercise
by  the  Holder,  subject  to  increase  pursuant  to Section 3.5 and subject to
adjustment  pursuant  to  further  Section  4.

     1.2.     Full Exercise.  This Warrant may be exercised in full upon written
              -------------
notice  by  the  Holder  to the Company hereof and by delivery of an original or
facsimile  copy  of  the  form of subscription attached as Exhibit A hereto (the
"Subscription  Form") duly executed by such Holder and surrender of the original
Warrant  within  thirty  (30)  days of exercise, to the Company at its principal
office  or  at  the  office  of  its  Warrant  Agent  (as provided hereinafter),
accompanied  by  payment  in  the  amount  obtained by multiplying the number of
shares  of  Common  Stock  for  which  this  Warrant  is then exercisable by the
Purchase  Price  then  in  effect.

1.3.     Partial Exercise.  This Warrant may be exercised in part (but not for a
         ----------------
fractional  share)  upon  written  notice  by  the  Holder to the Company and by
surrender  of this Warrant in the manner and at the place provided in subsection
1.2  except that the amount payable by the Holder on such partial exercise shall
be  the  amount obtained by multiplying (a) the number of whole shares of Common
Stock  designated  by  the  Holder  in the Subscription Form by (b) the Purchase
Price  then  in  effect.  On  any  such  partial  exercise,  the Company, at its
expense,  will  forthwith  issue  and deliver to or upon the order of the Holder
hereof  a new Warrant of like tenor, in the name of the Holder hereof or as such
Holder  (upon  payment  by  such  Holder  of  any applicable transfer taxes) may
request,  the  whole number of shares of Common Stock for which such Warrant may
still  be  exercised.

     1.4.     Fair  Market  Value.  Fair Market Value of a share of Common Stock
              -------------------
shall  mean  that  price  being the average of the closing bid and ask prices on
February  15,  2006  (the date on which the parties established the terms of the
transaction  of  which  delivery  of  this  Warrant is a component) agreed to be
$.0005.

     1.5.     Company  Acknowledgment.  The  Company  will,  at  the time of the
              -----------------------
exercise  of  this Warrant, upon the request of the Holder hereof acknowledge in
writing  its  continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the  provisions  of  this  Warrant and the Securities Purchase Agreement. If the
Holder  shall  fail  to make any such request, such failure shall not affect the
continuing  obligation  of the Company to afford to such Holder any such rights.

1.6.     Trustee  for Warrant Holders. In the event that a bank or trust company
         ----------------------------
shall  have been appointed as trustee for the Holder of this Warrant pursuant to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of  a warrant agent (as hereinafter described) and shall accept, in its own name
for  the  account  of  the  Company  or such successor person as may be entitled
thereto,  all amounts otherwise payable to the Company or such successor, as the
case  may  be,  on  exercise  of  this  Warrant  pursuant  to  this  Section  1.

          1.7     Delivery  of Stock Certificates, etc. on Exercise. The Company
                  -------------------------------------------------
agrees  that  the shares of Common Stock purchased upon exercise of this Warrant
shall  be  deemed  to be issued to the Holder hereof as the record owner of such
shares  as of the close of business on the date on which this Warrant shall have
been  surrendered  and  payment  made  for  such shares as aforesaid. As soon as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event  within  three  (3)  business  days thereafter, the Company at its expense
(including  the  payment  by  it of any applicable issue taxes) will cause to be
issued  in  the  name  of  and delivered to the Holder hereof, or as such Holder
(upon  payment  by  such  Holder of any applicable transfer taxes) may direct in
compliance  with  applicable  securities laws, a certificate or certificates for
the  number  of  duly and validly issued, fully paid and nonassessable shares of
Common  Stock  (or  Other  Securities) to which such Holder shall be entitled on
such  exercise, plus, in lieu of any fractional share to which such Holder would
otherwise  be  entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other  securities  and property (including cash, where applicable) to which such
Holder  is  entitled  upon  such  exercise  pursuant  to Section 1 or otherwise.

     1.8     Termination  upon  Holders'  Majority Position.  The rights granted
             ----------------------------------------------
hereunder  are  based upon an negotiated right of the Holder to acquire, through
the  purchase  of  Common  Stock, a majority of the Common Stock of the Company.
The  calculations  and  Number  of Shares Offered are predicated upon the Holder
acquiring  such  majority.  In  the event, at any time, through exercise of this
Warrant  or  otherwise,  including  but not limited to the acquisition of Common
Stock  from  any other source or the cancellation of shares of Common Stock held
by  any  parties other than the Holder, the Holder shall hold, in their name, in
the name of affiliates or in the name of any successor or assignee of any of the
Holder,  a majority of the shares of Common Stock then outstanding, this Warrant
shall  immediately terminate and be of no further force or effect and, by notice
from the Company to the Holder then known to the Company, shall be declared null
and  void.  No  additional  consideration shall be paid upon the cancellation or
termination  of  this  Warrant.

2.     Cashless Exercise.  This Warrant may be exercised in whole or in part for
       -----------------
non-cash  consideration  as  mutually agreed upon by the Holder and the Company.

3.     Adjustment  for  Reorganization,  Consolidation,  Merger,  etc.
       ---------------------------------------------------------------

     3.1.     Reorganization,  Consolidation,  Merger, etc.  In case at any time
              --------------------------------------------
or  from  time  to  time,  the  Company  shall  (a) effect a reorganization, (b)
consolidate  with  or  merge  into  any  other  person  or  (c)  transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the Holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  Holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

3.2.     Dissolution.  In  the event of any dissolution of the Company following
         -----------
the  transfer  of  all  or  substantially  all  of its properties or assets, the
Company,  prior to such dissolution, shall at its expense deliver or cause to be
delivered  the  stock  and  other securities and property (including cash, where
applicable) receivable by the Holder of this Warrant after the effective date of
such  dissolution  pursuant  to  this  Section  3  to a bank or trust company (a
"Trustee")  having  its principal office in Dade County, Florida, as trustee for
the  Holder  of  this  Warrant.

3.3.     Continuation  of Terms.  Upon any reorganization, consolidation, merger
         ----------------------
or  transfer  (and  any  dissolution following any transfer) referred to in this
Section  3,  this  Warrant shall continue in full force and effect and the terms
hereof  shall  be  applicable to the Other Securities and property receivable on
the  exercise  of  this  Warrant  after the consummation of such reorganization,
consolidation  or merger or the effective date of dissolution following any such
transfer,  as the case may be, and shall be binding upon the issuer of any Other
Securities,  including,  in  the case of any such transfer, the person acquiring
all  or substantially all of the properties or assets of the Company, whether or
not  such  person  shall  have  expressly  assumed  the terms of this Warrant as
provided  in  Section  4.  In  the  event this Warrant does not continue in full
force  and  effect  after  the consummation of the transaction described in this
Section  3,  then  only in such event will the Company's securities and property
(including  cash,  where applicable) receivable by the Holder of this Warrant be
delivered  to  the  Trustee  as  contemplated  by  Section  3.2.

     3.4     Share  Issuance.  Until  the  Expiration Date, if the Company shall
             ---------------
issue  any  Common  Stock  except for the permitted Issuances (as defined in the
Securities  Purchase  Agreement), prior to the complete exercise of this Warrant
for  a consideration less than the Purchase Price that would be in effect at the
time  of such issue, then, and thereafter successively upon each such issue, the
Purchase  Price shall be reduced on a "full ratchet", dollar for dollar basis to
such  other lower issue price.  For purposes of this adjustment, the issuance of
any  security  or  debt  instrument of the Company carrying the right to convert
such  security  or debt instrument into Common Stock or of any warrant, right or
option  to  purchase  Common Stock shall result in an adjustment to the Purchase
Price  upon  the  issuance  of  the  above-described  security, debt instrument,
warrant, right, or option and again at any time upon any subsequent issuances of
shares  of  Common  Stock upon exercise of such conversion or purchase rights if
such  issuance  is  at a price lower than the Purchase Price in effect upon such
issuance.  The  reduction of the Purchase Price described in this Section 3.4 is
in  addition  to  the  other  rights  of  the  Holder  described  herein and the
Securities  Purchase  Agreement.

3.5     Right  of  First Refusal.  In the event that the Company desires to sell
        ------------------------
any  of  its  Common  Stock  for any consideration to any parties other than the
Holder  (collectively, "Third Party Offerees"), the Company shall first give the
Holder  written notice of such sale at least fifteen (15) days prior to the date
for  delivery for such shares of Common Stock being offered and the Holder shall
have the right to purchase such shares of Common Stock then offered at the lower
of  the  Purchase Price or the price offered to such Third Party Offerees, which
purchase  shall  be  in  the same manner, as to payment and other terms, as were
offered to such Third Party Offerees.  Any such purchase by the Holder shall not
be  considered  an  exercise  of  this  Warrant in whole or in part and shall be
considered  a  separate  right granted by the Company to the Holder hereunder in
effect  during  the  Exercise  Period.  In  the  event  that the Holder does not
exercise  the  right  of  first  refusal specified herein, the Number of  Shares
Offered  shall  be  automatically  increased,  without  payment  of  additional
consideration  by  the  Holder, by the number of shares sold to such Third Party
Offerees.

     4.     Extraordinary  Events Regarding Common Stock.  In the event that the
            --------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares  of  Common  Stock,  or  (c) combine its outstanding shares of the Common
Stock  into  a  smaller number of shares of the Common Stock, then, in each such
event,  the  Purchase  Price  shall,  simultaneously  with the happening of such
event,  be  adjusted  by  multiplying the then Purchase Price by a fraction, the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of  shares  of  Common  Stock  outstanding immediately after such event, and the
product  so  obtained shall thereafter be the Purchase Price then in effect. The
Purchase  Price, as so adjusted, shall be readjusted in the same manner upon the
happening  of any successive event or events described herein in this Section 4.
The  number  of  shares  of  Common  Stock that the Holder of this Warrant shall
thereafter,  on  the  exercise  hereof  as provided in Section 1, be entitled to
receive  shall  be  adjusted to a number determined by multiplying the number of
shares  of  Common  Stock  that  would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is  the  Purchase  Price  that  would  otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on  the  date  of  such  exercise.

5.     Certificate  as  to  Adjustments.  In  each  case  of  any  adjustment or
       --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  this  Warrant,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms of this Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Purchase Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a  copy  of  each  such  certificate to the Holder of this Warrant and any
Warrant  Agent  of  the  Company  (appointed  pursuant  to  Section  11 hereof).

6.     Reservation  of  Stock,  etc.  Issuable on Exercise of Warrant; Financial
       -------------------------------------------------------------------------
Statements.   The  Company  will at all times reserve and keep available, solely
   -------
for  issuance and delivery on the exercise of this Warrant, all shares of Common
Stock (or Other Securities) from time to time issuable upon the exercise of this
Warrant.  This  Warrant  entitles  the  Holder  hereof  to receive copies of all
financial and other information distributed or required to be distributed to the
shareholders  of  the  Company.

7.     Assignment;  Exchange  of Warrant.  Subject to compliance with applicable
       ---------------------------------
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred  by  any registered holder hereof (a "Transferor"). On the surrender
for  exchange  of this Warrant, with the Transferor's endorsement in the form of
Exhibit  B attached hereto (the "Transferor Endorsement Form") and together with
an  opinion  of counsel reasonably satisfactory to the Company that the transfer
of  this  Warrant  will  be  in  compliance with applicable securities laws, the
Company  at  its expense, twice, only, but with payment by the Transferor of any
applicable  transfer  taxes,  will  issue  and deliver to or on the order of the
Transferor  thereof  a new Warrant or Warrants of like tenor, in the name of the
Transferor  and/or  the  transferee(s)  specified in such Transferor Endorsement
Form  (each  a  "Transferee"),  calling  in  the  aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of  this  Warrant  so  surrendered  by  the Transferor.  No such transfers shall
result  in  a  public  distribution  of  this  Warrant.

8.     Replacement  of  Warrant.  On receipt of evidence reasonably satisfactory
       ------------------------
to  the  Company  of  the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  any such loss, theft or destruction of this Warrant, on
delivery  of  an indemnity agreement or security reasonably satisfactory in form
and  amount  to the Company or, in the case of any such mutilation, on surrender
and  cancellation  of this Warrant, the Company at its expense, twice only, will
execute  and  deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

9.     Registration  Rights.  As further inducement to the Holder to accept this
       --------------------
Warrant,  the Holder has been granted certain registration rights by the Company
with respect to all shares of Common Stock to be acquired by the Holder pursuant
to  the  exercise  of  this  Warrant  and  the  transactions contemplated by the
Securities  Purchase  Agreement.  These registration rights are set forth in the
Registration  Rights  Agreement executed as of even date herewith.  The terms of
the  Registration  Rights  Agreement  are incorporated herein by this reference.

     10.     Lock-Up  Agreement.  As  further inducement to the Holder to accept
             ------------------
this  Warrant,  the  Company  shall  cause  Melissa  Apple and Craig Waltzer, as
trustee  and  beneficiary respectively, of the Maria Lopez Irrevocable Trust UTD
March  29,  2004, (the "Stockholder"), to agree, pursuant to a Lock-Up Agreement
of  even  date  herewith, that, without the prior written consent of the Holder,
during  the  Exercise  Period,  the  Stockholder will not directly or indirectly
transfer  any  of  the  shares of the Common Stock held by the Stockholder.  The
terms  of  the  Lock-Up  Agreement  are  incorporated  herein by this reference.

     11.     Voting.  During  the Exercise Period,  the Holder, or its successor
             ------
or  assignee,  shall  have the sole and exclusive power to vote, in person or by
proxy,  the  shares  of  Common Stock of the Company standing in the name of the
Stockholder.  The Holder shall have the power to vote such shares at all regular
and  special  meetings  of the shareholders of the Company and may vote for, do,
assent or consent to any act or proceeding which the shareholders of the Company
might  or could vote for, do, assent or consent to and shall have all the voting
privileges  of a shareholder of the Company.  With respect to any matter calling
for the exercise of such voting rights, the Holder shall consult and confer with
the  Stockholder, provided, however, the voting authority of the Holder shall be
exercised  by the Holder in its sole discretion.  The Holder may vote by written
proxy and any duly executed and completed proxy shall be sufficient authority to
the  person  named  therein  to  vote  all  the Shares held by the Holder at any
meeting,  regular  or  special,  of  the  shareholders  of  the  Company.

12.     Board  Seat  Designation Rights.  On the Issue Date, the Holder shall be
        -------------------------------
granted  one  (1)  Board  seat  designation  right  with respect to the Board of
Directors  of  the  Company.  In  conjunction with each exercise of this Warrant
following  the  Issue Date, the Holder shall be granted one (1) additional Board
seat  designation right up to a maximum of four (4) Board seat designations upon
tender,  in exercise of the Warrant, of a controlling equity position in a legal
entity  controlled  by  the  Holder.  As permitted by applicable law, each Board
seat  designation  right  will also include the right to nominate "disinterested
directors".  The Company also agrees that, at no time prior to the expiration of
the Exercise Period shall the total number of directors of Aventura exceed seven
(7).

13.     Warrant Agent.  The Company may, by written notice to the Holder of this
        -------------
Warrant,  appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock  (or Other Securities) on the exercise of this Warrant pursuant to Section
1,  exchanging  this  Warrant  pursuant to Section 7, and replacing this Warrant
pursuant  to  Section  8,  or  any  of  the  foregoing,  and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  Warrant  Agent.

14.     Transfer  on  the Company's Books.  Until this Warrant is transferred on
        ---------------------------------
the  books of the Company, the Company may treat the registered Holder hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.

     15.     Notices.   All notices, demands, requests, consents, approvals, and
             -------
other  communications  required  or permitted hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in  the  mail,  registered  or  certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as  set  forth below or to such other address as such party shall have specified
most  recently by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,  with  accurate  confirmation  generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be  received),  or  the first business day following such delivery (if delivered
other  than  on a business day during normal business hours where such notice is
to  be received) or (b) on the second business day following the date of mailing
by  express  courier  service, fully prepaid, addressed to such address, or upon
actual  receipt of such mailing, whichever shall first occur.  The addresses for
such communications shall be: (i) if to the Company to: Aventura Holdings, Inc.,
2650  Biscayne  Boulevard, First Floor, Miami, Florida 33137, and (ii) if to the
Holder,  to  the address and telecopier number listed on the Schedule A attached
to  this  Warrant.

16.     Specific  Performance.  The  Company  acknowledges  and  agrees that the
        ---------------------
Holder  will  be  irreparably harmed and there will be no adequate remedy at law
for  a  breach  of  this  Warrant by the Company.  Therefore, the Company agrees
that,  in  addition  to  any other remedies which may be available to the Holder
following  such breach, the Holder shall have the right to enforce the covenants
and  agreements  contained  in  this Warrant by specific performance, injunctive
relief  or  by  any  means  available  to  the  Holder  at  law  or  in  equity.

     17.     Miscellaneous.  This  Warrant  and  any term hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This Warrant shall be construed and enforced in accordance with and
governed  by the laws of Florida.  Any dispute relating to this Warrant shall be
adjudicated  in  Dade  County  in  the  State  of Florida.  The headings in this
Warrant  are  for  purposes  of reference only, and shall not limit or otherwise
affect  any  of  the  terms  hereof.  The  invalidity or unenforceability of any
provision  hereof  shall  in no way affect the validity or enforceability of any
other  provision.
     IN  WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first  written  above.
     AVENTURA  HOLDINGS,  INC.


     By:   /S/  Craig  A.  Waltzer
           -----------------------
           Craig  A.  Waltzer,  CEO

     Date: May  16,  2006


AGREED  AS  TO  SECTIONS  10  AND  11:

THE  MARIA  LOPEZ  IRREVOCABLE  TRUST  UTD  MARCH  29,  2004


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

Date:  May  16,  2006



<PAGE>
                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)
TO:  Aventura  Holdings,  Inc.
The  undersigned  Holder,  pursuant  to the provisions set forth in the attached
Warrant (No. 2006-001), hereby irrevocably elects to purchase ________ shares of
the  Common  Stock  covered  by  such  Warrant.

The  undersigned herewith makes payment of the Purchase Price for such shares as
provided  for  in  such  Warrant  in  an  aggregate  amount  and agreed value of
$________________.  Such payment shall be made pursuant to a Securities Purchase
Agreement  (or similar business acquisition agreement) executed and delivered by
the  Holder  and  the  Company  on  the date of settlement of this subscription.

The  undersigned Holder requests that the certificates for such shares be issued
in  the  name  of,  and  delivered  to
_____________________________________________________  whose  address  is
_
_
____________


The  undersigned  represents  and  warrants  that  all  offers  and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  or  pursuant to an exemption from
registration  under  the  Securities  Act.


     (Signature  must conform to name of Holder as specified on the face of this
Warrant)



Dated:___________________     (Address)

<PAGE>
                                    EXHIBIT B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)
     For  value  received,  the  undersigned  Holder  hereby sells, assigns, and
transfers  unto  the  person(s)  named below under the heading "Transferees" the
rights  represented  by the within Warrant to purchase the percentage and number
of shares of Common Stock of Aventura Holdings, Inc. to which the within Warrant
relates  specified  under  the  headings "Percentage Transferred" and/or "Number
Transferred,"  respectively, opposite the name(s) of such person(s) and appoints
_______________  attorney-in-fact  to transfer its respective right on the books
of  Aventura  Holdings,  Inc.  with  full power of substitution in the premises.

Transferees     Percentage  Transferred     Number  Transferred
-----------     -----------------------     -------------------





Dated:  ______________,  ___________



Signed  in  the  presence  of:

     (Signature  must conform to name of Holder as specified on the face of this
Warrant)
 (Name)


ACCEPTED  AND  AGREED:
[TRANSFEREE]
 (address)


 (Name)
 (address)