April
          11,
          2006

        


        The
          Tube
          Media Corp.

        1451
          W.
          Cypress Creek Road

        Suite
          300

        Fort
          Lauderdale, FL 33309

        


        Re: Promissory
          Note in the amount of $225,000 from Robert Alan Kast (“Lender”)
          to AGU
          Entertainment Corp. (the “Borrower”),
          dated
          September 1, 2005, as amended (the “Note”)

      

      


      Dear
        David:

      


      This
        letter, when fully signed and delivered, will confirm the understandings
        between
        Lender and Borrower relating to the Note, and shall modify the Note on the
        terms
        set forth herein.

      


      For
        and
        in consideration of the sum of TEN ($10.00) DOLLARS, the mutual promises
        contained herein, and other good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged, the parties, intending to be
        legally bound, do hereby agree as follows:

       

      

        1.     Lender
          hereby agrees that the Maturity Date under the Note shall be extended to
          such
          time as a closing by the Company of any financing in excess of $2,000,000
          is
          completed, upon which time all principal and interest shall be due in full.
          Lender specifically acknowledges that he will not receive any payment from
          proceeds derived from an up to $5,000,000 financing, the closing of which
          is set
          to occur on or about April 12, 2006 with Nite Capital L.P. and other
          participating investors.

        


        2.     Except
          as
          herein provided, all provisions of the Note are hereby ratified and re-affirmed,
          and shall be and remain fully enforceable in accordance with their
          terms.

        


        3.     Lender
          hereby waives any and all past defaults; provided, however, that Lender
          is not
          waiving its rights to receive default interest and penalties. 

        


        4.     No
          other
          documentation shall be necessary to effectuate this Modification. 

         

      

      
        Please
          call me immediately should you have any questions or comments. Thank
          you.

         

        
          	Very
                  truly
                  yours,	 	 	 
	/s/ Robert
                  Alan Kast	 	 	 
	
                  

                	 	 	
                
	Robert
                  Alan
                  Kast	 	 	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

        
          
            	ACKNOWLEDGED AND
                    AGREED
	this 16 day of April,
                    2006,
                    by:
	 
	BORROWERS:
	 
	The Tube Media Corp.
	 	 
	 
 	 
 
	By:  	/s/
                    John
                    W. Poling, CFO