J.  Alexandra  Rhim  (State  Bar  No.  180636)
BUCHALTER,  NEMER,  FIELDS  &  YOUNGER
601  S.  Figueroa  Street,  Suite  2400
Los  Angeles,  California  90017-5704
Telephone:  (213)891-0700
Facsimile:   (213)896-0400

Attorneys  for  The  Laurus  Master  Fund

                         UNITED STATES BANKRUPTCY COURT
                         CENTRAL DISTRICT OF CALIFORNIA
                         [SAN FERNANDO VALLEY DIVISION]

In  re:                           )  Bankruptcy Case No. SV 03-12998-GM
VALENCIA  ENTERTAINMENT           )
INTERNATIONAL, LLC, a California  )  Chapter  11
limited  liability  company,      )  ORDER  DENYING  MOTION  FOR
                                  )  TEMPORARY  RESTRAINING  ORDER
                                  )  AND  DISMISSING  ADVERSARY
                  Debtor.         )  PROCEEDING
                                  )
                                  )  DATE:     June  3,  2004
                                  )  TIME:     10:00  a.m.
                                  )  PLACE:    Courtroom  303
                                  )            21041  Embank  Blvd.
                                  )            Woodland Hills, California
----------------------------------


          On  June  1 and 3, 2004, the Court held shortened notice hearings with
respect  to  the Debtor's Motion for Temporary Restraining Order (the "Motion").
The  above-captioned  debtor  and  debtor-in-possession  ("Debtor")  appeared by
Steven  Mayer of Mayer, Glassman & Gaines LLP and Stuart Wald. The Laurus Master
Fund  ("Laurus")  appeared  by  J.  Alexandra Rhim and Scott Smith of Buchalter,
Nemer,  Fields  & Younger, A Professional Corporation. All other appearances are
noted  on  the  record.



     Having  considered  all evidence presented and testimony adduced during the
hearings,1  pleadings  submitted  by  Debtor  and  Laurus,  all supplemental and
related  pleadings on file in connection with this matter, such matters of which
the  Court  was  asked  to  take  judicial  notice, oral argument as advanced by
counsel  at  the  time of hearing and having considered that on or about May 28,
2004,  Laurus  paid  the  obligations  owed to Finance Unlimited, previously the
beneficiary  under  the  deed  of  trust,  bearing  instrument  no.  99-2400871,
resulting  in  Laurus being owed the amount of not less than $6,565,997.61 as of
June  2, 2004 (not including further interest accrual, and fees and other costs)
(the "Finance Obligations"), which are in addition to those owed to Laurus under
the  Deeds of Trust (defined below), and after due consideration, and good cause
appearing  therefor,  the  Court  orders  as  follows:

     IT  IS  HEREBY  ORDERED  that  the  Motion  is  denied.

     IT  IS FURTHER ORDERED that Laurus is authorized to exercise its rights and
remedies,  including the conduct of foreclosure proceedings for all amounts owed
to  it,  including  the Finance Obligations, after June 7, 2004 at midnight with
respect to the Deed of Trust, Assignment of Leases and Rents, Fixture Filing and
Security  Agreement, dated as of May 24, 2002, and recorded as Instrument Number
02-1209820  in  the  Official  Records  of Los Angeles County and Deed of Trust,
Assignment  of Leases and Rents, Fixture Filing and Security Agreement, dated as
of  May  24,  2002, and recorded as Instrument Number 02-1209821 in the Official
Records  of  Los  Angeles  County  (collectively "Deeds of Trust") that encumber
Debtor's  real  property  assets  (the  "Property").

     IT  IS  FURTHER  ORDERED  that Debtor shall immediately remit to Laurus all
rents,  profits  and  proceeds  derived  from the Property, exclusive of utility
reimbursements  and

_________________
1          On  June 7, 2004, the Court held a telephonic hearing during which it
was  clarified  that Laurus would have the right to foreclose in connection with
all  amounts  owed  to  it,  including  without  limit  the Finance Obligations.



related  handling  fee,  which have been collected and received by Debtor on and
after  June  4,
"2004.

     IT  IS  FURTHER ORDERED that Laurus shall waive its right to. seek recourse
against  any  co-obligors  or guarantors, or any assets thereof, with respect to
the obligations owed by Debtor under the Convertible Note "A" Secured by Deed of
Trust,  Assignment of Leases Rents, Fixture Filing and Security Agreement, dated
as  of  May  24,  2002,  and  Convertible  Note  "B"  Secured  by Deed of Trust,
Assignment  of Leases and Rents, Fixture Filing and Security Agreement, dated as
of  May  24,  2002  (the  "Obligations").

     IT  IS  FURTHER  ORDERED  that  Laurus shall waive its light to enforce any
right  and  remedies with respect to the Obligations against any other assets of
Debtor other than assets encumbered by the Deeds of Trust, which include without
limit,  the  Property,  rents  and  leaseholds  interests.

     IT  IS FURTHER. ORDERED that Debtor shall not transfer any  interest in the
Property  without  a  further  court  order.

     IT  IS  FURTHER  ORDERED  that the above-captioned adversary  proceeding is
dismissed  as  against  all  defendants.




DATED:
      ---------------                             ------------------------------
                                                  THE HONORABLE GERALDINE MUND
                                                  UNTIED STATES BANKRUPTCY JUDGE
AGREED  AS  TO  FORM:

Mayer,  Glassman  &  Gaines,  LLP


/s/ Steven  Mayer
-----------------------------------------
Steven Mayer Attorneys for Valencia Entertainment International LLC