Exhibit 10.4

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PREPARED BY/RECORD AND RETURN TO: Marcy H. Kammerman, Esquire, Tarragon South
Development Corp., 200 East Las Olas Boulevard, Suite 1660, Fort Lauderdale,
Florida 33301.
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                 THIRD ASSIGNMENT OF RENTS, LEASES AND DEPOSITS

         THIS  ASSIGNMENT  is  made  and  entered  into  as of the  ____  day of
__________,  2005, by AGU  ENTERTAINMENT  CORP., a Delaware  corporation,  whose
address is 3200 West Oakland Park  Boulevard,  Lauderdale  Lakes,  Florida 33311
("Assignor"),   in  favor  of  TARRAGON  SOUTH   DEVELOPMENT   CORP.,  a  Nevada
corporation,  whose  address is 200 East Las Olas  Boulevard,  Suite 1660,  Fort
Lauderdale, Florida 33301, its successors and assigns ("Assignee").

                              W I T N E S S E T H:

         WHEREAS,   contemporaneously   herewith,   Assignor  has  executed  and
delivered to Assignee a promissory  note in the principal  amount of Two Million
Five Hundred Thousand and 00/100 Dollars  ($2,500,000.00)  (hereinafter referred
to as the "Note"), secured by a Third Mortgage Deed and Security Agreement dated
of even  date  herewith  (hereinafter  referred  to as the  "Mortgage"),  on the
property of Assignor in Broward County,  Florida, the legal description of which
is set forth as follows:

              SEE LEGAL DESCRIPTION, ANNEXED HERETO AND MADE A PART
                              HEREOF AS EXHIBIT "A"

together  with all  buildings  and  improvements  now or  hereafter  constructed
thereon (all of such property being hereinafter  collectively referred to as the
"Property" or "Mortgaged Property"); and

         WHEREAS,  the Mortgage is a third mortgage subject and subordinate only
to that certain (a) first mortgage in favor of Charley  Zeches,  in her capacity
as  Trustee  of Lakes  Holding  Trust  U/A  dated  July 27,  2001  (the  "Zeches
Mortgage"),   and  (b)  that  certain  second  mortgage  in  favor  of  Mitchell
Entertainment Company (the "Mitchell Mortgage"),


                                       1
<PAGE>

         WHEREAS,  as additional  security for the Note and the  obligations  of
Assignor  thereunder,  Assignor  has executed  and  delivered  to Assignee  this
Assignment.

         NOW,  THEREFORE,  for value received and as security for the payment of
said  obligations of Assignor,  Assignor,  for itself and for its successors and
assigns, does hereby transfer,  assign and deliver unto Assignee, its successors
and assigns,  all of the right, title and interest of Assignor in and to (1) all
leases,  subleases,  tenancies and any other agreement  affecting the use of the
Mortgaged  Property,  whether  written or oral,  now or hereafter  existing with
respect to any portion or portions of the Mortgaged Property,  together with any
renewals  or  extensions  thereof  and leases,  subleases,  tenancies,  and such
agreements in substitution  therefor (all of which are hereinafter  collectively
referred to as the "Leases" or "Assigned Leases" and singularly as "Lease"), (2)
all rents,  deposits,  issues,  profits and other  payments of every kind due or
payable  and to become  due or  payable to  Assignor  by virtue of the  Assigned
Leases,  or otherwise due or payable and to become due or payable to Assignor as
the result of any issue,  possession  or occupancy of any portion or portions of
the Mortgaged Property,  (3) all right, title and interest of Assignor in and to
all  guarantees  of the  Assigned  Leases  and (4) any  award  made in any court
proceeding  involving  any  of the  lessees  in any  bankruptcy,  insolvency  or
reorganization proceedings in any state or federal court.

         TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns,
until such time as the indebtedness secured by the Mortgage shall have been paid
in full, for the purpose of further and  collaterally  securing:  (1) payment of
the  indebtedness  evidenced  by the Note  together  with the  interest  on said
indebtedness;  (2) payment of all sums, with interest thereon, to become due and
payable to Assignee hereunder or under the provisions of the Mortgage, the Note,
or any other obligation of Assignor to Assignee now or hereafter  existing;  and
(3)  performance  and  discharge  of each and  every  obligation,  covenant  and
agreement  of Assignor  contained  herein,  or in the Note,  the  Mortgage,  any
associated loan document or any other  obligation of Assignor to Assignee now or
hereafter existing (hereinafter collectively referred to as the "Obligations").

         This  instrument  of  Assignment  is delivered  and  accepted  upon the
following terms and conditions:

         1.  Assignor's  License  to  Operate  if  no  Event  of  Default.  This
Assignment  shall  be and  constitute  an  absolute  assignment  effective  upon
execution,  however,  so long as no event  of  default  shall  exist  under  the
Obligations, Assignor shall have a revocable license, revocable by Assignee upon
the  occurrence  of an event of default under the  Obligations,  and to collect,
receive  and apply for its own  account  all  rents,  issues  and  profits  (the
"Rents")  accruing by virtue of the Assigned Leases,  and to execute and deliver
proper receipts and acquittances therefor,  provided,  however, that without the
written consent of Assignee,  Assignor shall not collect any installment of rent
or other required sums, in advance,  other than a security  deposit and rent for
the first and last month of any lease or sublease term (hereinafter  referred to
as "Permitted  Advance Rental  Payments").  As to any security  deposits  and/or
prepaid rents,  Assignor  shall furnish to Assignee,  upon  Assignee's  request,
satisfactory evidence that Assignor has maintained such security deposits and/or
prepaid rents in accordance with the requirements of Florida law.

         2. Assignee's Rights in Event of Default.


                                       2
<PAGE>

         2.1  Immediately  upon the occurrence of any event of default under the
Obligations,  the revocable  license  described in paragraph 1 above shall cease
and  terminate  upon  demand and notice  made by  Assignee,  and, in such event,
Assignee, subject to the rights of first mortgagee under the Zeches Mortgage and
the second  mortgagee  under the  Mitchell  Mortgage,  is hereby  expressly  and
irrevocably  authorized to enter and take possession of the Rents, or by written
notice served personally upon or sent by registered mail to Assignor as Assignee
may elect,  without  further  authorization,  notice or demand and  without  the
commencement of any action to foreclose the Mortgage or to exercise its power of
sale thereunder.

         2.2 Assignor does hereby constitute and appoint Assignee,  irrevocably,
with full power of substitution  and revocation,  its true and lawful  attorney,
coupled with an  interest,  for it and in its name,  place and stead,  to do and
perform  any or all of the  following  actions,  as fully  for all  intents  and
purposes, as it could do if personally present,  hereby ratifying and confirming
all that its said attorney or its substitution  shall lawfully do or cause to be
done by virtue hereof:

                  (a) manage and operate the Property or any part thereof;

                  (b) lease any part or parts  thereof for such periods of time,
         and upon  such  terms  and  conditions  as  Assignee  may,  in its sole
         discretion, deem proper;

                  (c) enforce, cancel or modify any of the Leases;

                  (d) demand, collect, sue for, attach, levy, recover,  receive,
         compromise  and adjust,  and make,  execute and  deliver  receipts  and
         releases for all rents, issues, profits and other amounts that may then
         be or may  thereafter  become due, owing or payable with respect to the
         Property  or any part  thereof  from any  present  or  future  lessees,
         tenants, subtenants or occupants thereof;

                  (e)  institute,  prosecute to  completion  or  compromise  and
         settle, all summary  proceedings,  actions for rent or for removing any
         and all lessees,  tenants,  subtenants  or occupants of the Property or
         any part or parts thereof;

                  (f) enforce or enjoin or restrain the  violation of any of the
         terms,  provisions  and  conditions  of any  Lease  or  Leases,  now or
         hereafter affecting the Property or any part thereof;

                  (g) make such  repairs  and  alterations  to the  Property  as
         Assignee may, in its reasonable discretion, deem proper;

                  (h) pay, from and out of rents,  issues and profits  collected
         in respect of the Property or any part  thereof,  or from or out of any
         other funds,  the rent and all other charges  required to be paid under
         any ground  leases on which the  Mortgage may  constitute  a lien,  any
         taxes,  assessments,  water  rates,  sewer rates,  or other  government
         charges  levied,  assessed  or imposed  against  the  Property,  or any
         portion thereof, and also any and all other charges, costs and expenses
         which it may be  necessary  or  advisable  for  Assignee  to pay in the
         management or operation of the Property, including without limiting the
         generality of any rights, powers, privileges and authority hereinbefore
         or  hereinafter  conferred)  the  costs  of  repairs  and  alterations,
         commissions for renting the Property or any portions thereof, any legal
         expenses  in  enforcing  claims,  preparing  papers  or for  any  other
         services that may be required; and


                                       3
<PAGE>

                  (i)  generally,  do,  execute and perform any other act, deed,
         matter  or  thing  whatsoever  that  ought  to be  done,  executed  and
         performed  in and about or with  respect to the  Property,  as fully as
         Assignor might do, provided,  however,  that any action,  or failure or
         refusal  to act,  by  Assignee  under this  Assignment  shall be at its
         election and without any liability on its part.

         2.3  Assignee  shall apply the net amount of rents,  issues and profits
received  by it from the  Property,  after  payment  of all  costs  and  charges
incurred  by  Assignee  (including  any  liability,   loss,  expense  or  damage
hereinafter referred to in paragraph 5 hereof),  first to the payment, when due,
of the  installments  of interest  payable under the Note and  thereafter to the
payment  of  principal  thereunder.  Any of  such  funds  remaining  after  such
application shall be paid as soon as reasonably  practicable by Assignee to such
persons as Assignor may designate to Assignee in writing.

         2.4 Assignee shall be accountable to Assignor only for monies  actually
received by Assignee  pursuant to this  Assignment  and the  acceptance  of this
Assignment shall not constitute a satisfaction of any indebtedness, liability or
obligations, or any part thereof, now or hereafter owed by Assignor to Assignee,
except to the extent of amounts  actually  received  and  applied by Assignee on
account of the same.

         2.5 The rights and powers of  Assignee  hereunder  shall  continue  and
remain in full force and effect until all amounts secured hereby,  including any
deficiency resulting from foreclosure sale, are paid in full, and shall continue
after   commencement  of  foreclosure  and  after  foreclosure  sale  and  until
expiration of the equity of redemption,  notwithstanding sale of the Property to
a purchaser other than Assignee. Assignee shall not be liable to Assignor or any
one claiming under or through Assignor by reason of anything done or left undone
by Assignee hereunder.

         3.  Attornment  of  Lessees  in  Event  of  Default.   ASSIGNOR  HEREBY
IRREVOCABLY  DIRECTS EACH LESSEE AND/OR  SUBLESSEE UNDER EACH OF THE LEASES UPON
DEMAND  AND  NOTICE  FROM  ASSIGNEE  OF AN EVENT  OF  DEFAULT  UNDER  ANY OF THE
OBLIGATIONS,  TO PAY  ASSIGNEE ALL RENTS,  DEPOSITS AND PROFITS  ACCRUING OR DUE
UNDER ITS LEASE FROM AND AFTER THE RECEIPT OF SUCH DEMAND AND NOTICE. ANY LESSEE
MAKING SUCH PAYMENT TO ASSIGNEE  SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO OR
DETERMINE  THE  ACTUAL  EXISTENCE  OF ANY SUCH  EVENT OF  DEFAULT(S)  CLAIMED BY
ASSIGNEE.

         4. Covenants of Assignor.  Assignor,  for itself and for its successors
and assigns, covenants and warrants as follows:


                                       4
<PAGE>

                  (a) that each of the Leases now or  hereafter in effect is and
         shall be a valid and existing  lease or sublease and that there are, to
         the extent ascertainable by Assignor, no defaults on the part of any of
         the parties thereto;

                  (b)  that  Assignor  has  not  sold,  assigned,   transferred,
         mortgaged  or  pledged  any of the rents,  issues or  profits  from the
         Property or any part  thereof,  whether now or hereafter to become due,
         to any person, firm or corporation other than Assignee;

                  (c)  that  no  rents,  issues,  deposits  or  profits  of  the
         Property,  or any part  thereof,  becoming due  subsequent  to the date
         hereof  have been  collected  nor has  payment  of any of the sums been
         anticipated,  waived,  released,  discounted or otherwise discharged or
         compromised;

                  (d)  that  Assignor  will  not  assign,  pledge  or  otherwise
         encumber  any of the Leases or any of the rents  thereunder  unless the
         prior written consent of Assignee shall have been obtained  thereto and
         unless the instrument  creating such assignment,  pledge or encumbrance
         shall expressly state that the same is subject to this Assignment;

                  (e) that  Assignor  will  not,  without  in each  case  having
         obtained the prior written consent of Assignee, which shall be withheld
         in Assignor's  sole and absolute  discretion,  enter into any new lease
         agreement  with respect to all or any portion of the Property or amend,
         modify, terminate or accept any surrender of any Lease;

                  (f) that  Assignor  will not  waive or give any  consent  with
         respect to any default or  variation in the  performance  of any of the
         terms,  covenants and conditions on the part of any lessee,  sublessee,
         tenant  or other  occupant  to be  performed  under  any of the  Leases
         without the  written  consent of  Assignee,  but will at all times take
         proper steps to enforce all of the provisions and conditions thereof;

                  (g) that Assignor will not collect or receive, without in each
         case having  obtained the prior  written  consent of Assignee  thereto,
         from  any  such  lessee,  sublessee,  tenant  or  other  occupant,  any
         installment  of rent in advance of the respective  dates  prescribed in
         the Leases, except for Permitted Advance Rental Payments;

                  (h) that  Assignor  will perform and  observe,  or cause to be
         performed and observed,  all of the terms,  covenants and conditions on
         its part to be  performed  and  observed  with  respect  to each of the
         Leases;

                  (i) that Assignor will notify Assignee promptly when any Lease
         is hereafter executed,  extended, renewed, amended or modified and that
         it will  furnish  to  Assignee,  on demand,  true  copies of all Leases
         hereafter  executed  and  true  copies  of  each  agreement  or  letter
         effecting the renewal, amendment or modification of any Assigned Lease;
         and

                  (j) any Leases  hereafter  executed  shall provide that within
         thirty (30) days after  written  request  from  Assignee (i) the lessee
         shall  agree to furnish to  Assignee a  financial  statement  on a form
         reasonably  satisfactory to Assignee and such other documentation which
         would reflect the status of the Lease and/or the financial condition of
         such lessee and (ii)  Assignor and such lessee shall agree to amend the
         Lease  to  make  reasonable  changes  required  by  Assignee  provided,
         however,  such changes do not materially alter the terms and conditions
         of the Lease.


                                       5
<PAGE>

         Assignor  acknowledges  and  agrees  that  the  approval  (directly  or
indirectly)  of any Lease by Assignee  shall not be  construed  in any manner to
create any  liability  or  responsibility  as to Assignee in the event that such
Lease or the  tenant  thereunder  should  default.  The  review  of any Lease by
Assignee shall be solely for  Assignee's own purposes,  shall not constitute any
representation  by  Assignee  as to  the  subject  Lease  or as  to  the  tenant
thereunder  and may not and shall not be relied  upon by Assignor in any manner.
Assignee  shall  independently  review  and  approve  any Lease  and the  tenant
thereunder prior to execution thereof by Assignor.

         5.       Indemnification.

         5.1 Assignor  hereby  agrees to  indemnify,  defend,  and hold Assignee
harmless  (except  to the  extent  caused by the  gross  negligence  or  willful
misconduct of the Assignee)  (a) against and from any and all  liability,  loss,
damage and expense,  including reasonable attorneys' fees, which it may or shall
incur under or in connection with any of the Leases,  or by reason of any of the
Obligations,  or by  reason of any  action  taken by  Assignee  under any of the
Obligations  (including,  without  limitation,  any action which Assignee in its
discretion may take to protect its interest in the Property,  including, without
limitation,  the  making of  advances  and the  entering  into of any  action or
proceeding arising out of or connected with the Leases or the Obligations),  and
(b)  against  and from any and all  claims and  demand  whatsoever  which may be
asserted against  Assignor by reason of any alleged  obligations or undertakings
on its part to perform or discharge any of the terms,  covenants and  conditions
contained in any of the Leases.

         5.2 Should Assignee incur any such liability,  loss, damage or expense,
the amount thereof, together with interest thereon at the highest rate permitted
under  Florida law,  shall be payable by Assignor to Assignee  immediately  upon
demand, or at the option of Assignee, Assignee may reimburse itself therefor out
of any rents, issues or profits of the Property collected by Assignee.

         5.3 Nothing  contained herein shall operate or be construed to obligate
Assignee to perform any of the terms,  covenants or conditions  contained in any
Lease, or to take any measures, legal or otherwise, to enforce collection of any
of said rents or other  payments,  or  otherwise to impose any  obligation  upon
Assignee  with respect to any of said Leases,  including but not limited to, any
obligation arising out of any covenant of quiet enjoyment therein contained.

         5.4 Prior to actual entry into any taking possession of the Property by
Assignee,  this  Assignment  shall  not  operate  to  place  upon  Assignee  any
responsibility  for the operation,  control,  care,  management or repair of the
Property,  and the  execution of this  Assignment by Assignor  shall  constitute
conclusive  evidence that all  responsibility  for the operation,  control care,
management  and repair of the Property is and shall be that of Assignor prior to
such actual entry and taking of possession.


                                       6
<PAGE>

         6. Exercise of Remedies.  Failure of Assignee to avail itself of any of
the terms,  covenants and conditions of this  Assignment for any period of time,
or at any time or times,  shall not be construed or deemed to be a waiver of any
of its  rights  hereunder.  The  rights  and  remedies  of  Assignee  under this
Assignment  are  cumulative  and are not in lieu of but are in  addition  to any
other rights and remedies  which  Assignee  shall have under or by virtue of any
other of the Obligations.  The rights and remedies of Assignee  hereunder may be
exercised from time to time and as often as such exercise is deemed expedient.

         7.  Assignment by Assignee.  Assignee shall have the right to assign to
any subsequent  holder of the Mortgage,  or to any person acquiring title to the
Property,  Assignor's rights, title and interest in any Lease or sublease hereby
or hereafter assigned,  subject,  however, to the provisions of this Assignment.
After  Assignor  shall have been barred and  foreclosed of all right,  title and
interest and equity of  redemption in said  Property,  no assignee of Assignor's
interest  in said Leases  shall be liable to account to Assignor  for any rents,
income, revenue, issues or profits thereafter accruing.

         8.  Termination  of this  Agreement.  Upon  payment  in full of all the
indebtedness secured by the Mortgage, as evidenced by a recorded satisfaction or
release of Mortgage,  as well as any sums which may be payable  hereunder,  this
Assignment shall become and be void and of no further effect and, in that event,
upon the  request of  Assignor,  Assignee  covenants  to execute  and deliver to
Assignor  instruments  effective to evidence the  termination of this Assignment
and/or the reassignment to Assignor of the rights,  power and authority  granted
herein.

         9. No Merger of  Assigned  Leases.  As against  Assignee,  at all times
during which this Assignment shall be in effect, there shall be no merger of the
Leases  or the  leasehold  estate  created  thereby  with the fee  estate in the
Property  by reason of the fact that the Leases or any  interest  therein may be
held by or for the account of any person,  firm or  corporation  which may be or
become the owner of said fee estate, unless Assignee shall consent in writing to
said merger.

         10. Notice. Any notice,  demand,  request or other  communication given
hereunder or in  connection  herewith  (hereinafter  "Notices")  shall be deemed
sufficient  if in writing and sent by  registered  or  certified  mail,  postage
prepaid, return receipt requested, addressed to the party to receive such Notice
at such address as each party has provided to the other in the  Mortgage,  or at
such other address as such party may hereafter designate by Notice given in like
fashion.  Notice  shall  be  deemed  given  when  mailed.   Notwithstanding  the
foregoing,  routine  communications such as ordinary distribution checks, copies
of documents,  etc. may be sent by ordinary  first-class  mail.  Notwithstanding
anything in this instrument to the contrary, all requirements of notice shall be
deemed  inapplicable  if  Assignee  is  prevented  from  giving  such  notice by
bankruptcy or any other applicable law. In such event, the cure period,  if any,
shall then run from the  occurrence of the event or condition of default  rather
than from the date of notice.

         11. Miscellaneous Provisions.


                                       7
<PAGE>

         11.1 Whenever the context so requires,  reference  herein to the neuter
gender shall  include the masculine  and/or  feminine  gender,  and the singular
number shall include the plural.

         11.2 All of the  provisions  of this  Assignment  shall be  deemed  and
construed to be "conditions"  and  "covenants" as though the words  specifically
expressing  or importing  covenants  and  conditions  were used in each separate
provision hereof.

         11.3 This Assignment is being delivered and is intended to be performed
in the State of Florida and shall be construed and enforced in  accordance  with
and governed by the internal laws (and not the law of conflicts) of such state.

         11.4 No change,  amendment,  modification,  cancellation  or  discharge
hereof,  or of any part  hereof,  shall  be valid  unless  Assignee  shall  have
consented thereto in writing.

         11.5  In the  event  there  is  any  conflict  between  the  terms  and
provisions of the Mortgage and the terms and provisions of this Assignment,  the
terms and provisions of this Assignment shall prevail.

         11.6 The terms, covenants,  and conditions contained herein shall inure
to the  benefit  of,  and  bind  Assignee  and  Assignor  and  their  respective
successors and assigns or executors, administrators,  successors and assigns, as
the case may be.

         11.7 The captions of this  Assignment are for convenience and reference
only and neither in any way define,  limit, or describe the scope or interest of
this Assignment nor in any way affect this Assignment.

         11.8 In  case  any one or  more  of the  provisions  contained  in this
Assignment  are,  or shall for any  reason be held to be,  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not  affect  any other  provision  hereof or  thereof,  but each  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
included.

         11.9 The  rights  and  remedies  in favor of  Assignee  granted by this
Assignment  shall  be in  addition  to and  shall  not in any way  constitute  a
limitation upon the rights and remedies  available to Assignee under  applicable
law,  including  without  limitation  all rights under Chapter  697.07,  Florida
Statutes,  regarding  assignment  of rents and all  rights  under  Chapter  702,
Florida Statutes, regarding foreclosure actions.

         11.10  Assignee may take or release  other  security for the payment of
the  Obligations,  and, may release any party  primarily or  secondarily  liable
therefore,  and, may apply any other security held by it to the  satisfaction of
the Obligations, without prejudice to any of its rights under this Assignment.

         ASSIGNOR   AND  ASSIGNEE   HEREBY   MUTUALLY,   KNOWINGLY,   WILLINGLY,
INTENTIONALLY  AND  VOLUNTARILY  WAIVE THEIR RIGHT TO TRIAL BY JURY AND NO PARTY
NOR ANY ASSIGNEE,  SUCCESSOR,  HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL


                                       8
<PAGE>

OF WHOM ARE HEREINAFTER  COLLECTIVELY REFERRED TO AS THE "PARTIES") SHALL SEEK A
JURY TRIAL IN ANY  LAWSUIT,  PROCEEDING,  COUNTERCLAIM  OR ANY OTHER  LITIGATION
PROCEEDING  BASED UPON OR ARISING OUT OF THIS  ASSIGNMENT OR ANY ASSOCIATED LOAN
DOCUMENTS OR ANY INSTRUMENT EVIDENCING, SECURING OR RELATING TO THE INDEBTEDNESS
OR OTHER OBLIGATIONS SECURED HEREBY OR ANY RELATED AGREEMENT OR INSTRUMENT,  ANY
OTHER  COLLATERAL FOR THE  INDEBTEDNESS  SECURED HEREBY OR ANY COURSE OF ACTION,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO
THE LOAN EVIDENCED BY THE NOTE OR TO THIS ASSIGNMENT. THE PARTIES ALSO WAIVE ANY
RIGHT TO  CONSOLIDATE  ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY
OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED.  THE  PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN
IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT
TO NO EXCEPTIONS.  ASSIGNEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO ASSIGNOR
OR ANY OTHER  PARTY  THAT THE  PROVISIONS  OF THIS  PARAGRAPH  WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.

         IN WITNESS WHEREOF,  Assignor has caused these presents to be signed as
of the day and year first above written.

Signed, sealed and delivered
in the presence of:
                                                     AGU ENTERTAINMENT CORP., a
                                                     Delaware corporation
______________________________________

Print name: __________________________               By:________________________
                                                        David Levy
                                                        President

______________________________________

Print name: __________________________
                                                               (Corporate Seal)


                                       9
<PAGE>

STATE OF FLORIDA
COUNTY OF BROWARD

         The foregoing  instrument was  acknowledged  before me this ____ day of
______________,  2005,  by David Levy,  as  President  of, and on behalf of, AGU
ENTERTAINMENT CORP., a Delaware corporation,  who ? is personally known to me or
? produced his driver's license as identification.

                                                 ------------------------------
                                                 NOTARY PUBLIC-State of Florida
                                                 Print/Type/Stamp Name:
                                                 Commission Expiration Date:
                                                 Notary Seal:


                                       10
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                                   EXHIBIT "A"
                                Legal Description


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