Exhibit 10.1

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made effective as
of  the  30th  day  of  June,  2006,  between Aventura Holdings, Inc., a Florida
corporation  ("Seller")  and  Craig  A.  Waltzer,  an  individual  ("Buyer").

                              W I T N E S S E T H:

     WHEREAS,  Seller  currently holds 100% of the outstanding member units (the
"Units")  in  Aventura  Networks,  LLC,  a  Florida  limited  liability  company
("Networks");  and

     WHEREAS,  Seller  desires  to sell, convey, assign, transfer and deliver to
Buyer  all  of  the  Units  in  exchange  for  Buyer's assumption of any and all
liabilities of Seller associated with the ownership and/or operation of Networks
(the  "Liabilities");

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

1.     Assignment  of the Units.  Seller hereby transfers, assigns and sets over
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unto  Buyer  all  of  Seller's  right,  title  and interest in and to the Units.

2.     Assumption  of  the Liabilities.  Buyer hereby assumes and agrees to pay,
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or  cause  to be paid when due, or otherwise discharge, the Liabilities.  Except
as set forth herein, Buyer assumes no other debts, obligations or liabilities of
Seller  whatsoever.

3.     Miscellaneous.  This Agreement and all of the terms and provisions hereof
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shall  be  binding  upon  and inure to the benefit of Seller and Buyer and their
respective  successors  and  assigns.

     IN WITNESS WHEREOF, Company and Buyer have caused this Agreement to be duly
executed  and  delivered  as  of  the  date  first  above  written.

                            AVENTURA HOLDINGS, INC.


/s/  Craig  A.  Waltzer                         /s/  Craig  A.  Waltzer
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By:  Craig  A.  Waltzer                         Craig  A. Waltzer, an individual
Its:  President