August 17, 2005

VIA EMAIL to rosetto@blankrom.com

AGU Entertainment Corp.
The Tube Music Network, Inc.
AGU Music, Inc. f/k/a Pyramid Records International, Inc.
c/o Bruce C. Rosetto, Esq.
Blank Rome LLP1200 N. Federal Highway, Suite 417
Boca Raton, FL 33432

Re:   Second Mortgage and related loan documents  ("Mitchell  Loan") by Mitchell
      Entertainment  Company ("Lender") to AGU Entertainment Corp. ("AGU"),  The
      Tube Music  Network,  Inc.,  and AGU Music,  Inc.  f/k/a  Pyramid  Records
      International,   Inc.   (collectively,   the  "Borrower"),   as  partially
      guaranteed  by David  Levy and Donna  Levy,  his wife  (collectively,  the
      "Guarantors")

      Our File No. 13075006

Dear Bruce:

This   letter,   when  fully  signed  and   delivered,   will  (a)  confirm  the
understandings  between  Lender and Borrower  relating to the Mitchell Loan, and
(b) serve to modify the "Loan  Documents" as  referenced in your firm's  opinion
letter dated  December 20, 2004 and the  "Purchase  Documents"  as referenced in
your firm's opinion letter dated January 25, 2005, all as previously modified.

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 payments otherwise due under the Mitchell
Loan on August 1, 2005, to-wit, the sum of $512,843.73, are hereby deferred, and
shall not become due until September 1, 2005.  Until payment of all such monies,
the Mitchell Loan shall bear interest at the default rate  specified in the Loan
Documents.

      2. Until  maturity,  all monies due under the Loan OTHER than those monies
which accrue interest at the default rate specified in the Loan Documents, shall
bear interest at the lower of (a) eighteen  (18%) percent per annum,  or (b) the
highest rate permitted by law.

      3.  Immediately  upon the first  monies  received by any party  comprising
Borrower (and in no event later than the maturity of the Mitchell Loan),  Lender
shall be  entitled,  in addition to all sums  otherwise  due under the  Mitchell
Loan,  to payment  from  Borrower in the amount of  $512,843.73,  plus  interest
accrued and accruing after August 1, 2005,  plus  additional  attorneys' fees in
the amount of $1,000,  plus any and all further costs of collection,  attorneys'
fees and  other  sums due or which  may  become  due  under  the  Mitchell  Loan
(collectively, the "September Payment"). Guarantors and Borrowers represent that
AGU has entered into a Letter of Intent for the sale of the property  encumbered
by the Mitchell Loan for a price in excess of  $12,000,000  ("Tarragon  LOI"), a
true, correct and complete copy of which is attached herewith.  Without limiting
the generality of the foregoing,  any loan monies or other proceeds  received by
AGU from  Tarragon  shall  immediately  be made  payable  to  Lender,  up to the
September Payment.

<PAGE>

      4. By signing  below,  Guarantors  hereby  ratify and  re-affirm all prior
guaranties of the Mitchell  Loan,  and further,  hereby,  jointly and severally,
personally and  unconditionally  guarantee the prompt and full payment to Lender
(i.e., not merely collection) of the September Payment.

      5. The  Purchase  Documents  are hereby  amended to  provide  Lender  with
additional  warrants,  on the same terms as the existing  warrants,  to purchase
150,000 ADDITIONAL shares of Common Stock of AGU at an initial exercise purchase
price  equal to $1.50 per share.  Borrowers  and  Guarantors  shall cause AGU to
provide Lender with such warrant. This warrant, together with any prior warrants
not yet issued under the  Mitchell  Loan will be evidenced by a new common stock
purchase warrant in the same form as the initial warrant.  All shares subject to
the new warrant shall be entitled to the  registration,  anti-dilution and other
benefits provided to as previous warrant shares.

      6. Except as herein  provided,  all  provisions of the Loan  Documents and
Purchase  Documents,  as  heretofore  amended in writing  signed by Lender,  are
hereby ratified and  re-affirmed,  and shall be and remain fully  enforceable in
accordance with their terms.

      7. Borrowers and  Guarantors do not have and at no prior time had,  and/or
hereby waive any defenses (including, without limitation, the defense of usury),
claims,  counterclaims,  cross-actions  or  equities,  or rights of  rescission,
set-off, abatement or diminution, with respect to the Mitchell Loan, as modified
herein.  The Property is and shall remain subject and encumbered by the Mitchell
Loan and nothing  herein  contained  shall  affect or be construed to affect the
lien or encumbrance of the Mitchell Loan or the priority thereof.

      8.  No  other   documentation   shall  be  necessary  to  effectuate  this
Modification.  However,  Borrower,  upon  request of Lender,  shall  execute and
deliver all such  documents,  and taken all such  action,  as may be  reasonably
requested by Lender to better effectuate the provisions of this Modification.

      9. Except if and as otherwise  required by law,  Borrowers and  Guarantors
hereby  waive any notices of default,  notices of  non-payment,  presentment  or
demand  relating to the Mitchell Loan.  This applies to all future  occurrences.
The parties understand that, except as required by law, there will be no further
"grace periods"  allowed in the Mitchell Loan,  notwithstanding  anything in the
Loan Documents or Purchase Documents to the contrary.

      Please have the Guarantors and a duly authorized  officer of the Borrowers
countersign and return this letter by telecopy today or tomorrow.

<PAGE>

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

Very truly yours,

KATZ, BARRON, SQUITERO, FAUST,
BRECKER, TERZO, FRIEDBERG & GRADY, P.A.

HOWARD L. FRIEDBERG

cc:   Jonathan E. Mitchell (Via Email)
      Victor Barone (Via email)
      Robert Barry, Esq. (Via Email)

ACKNOWLEDGED AND AGREED this ___ day of August, 2005, by:

BORROWERS:

AGU Entertainment Corp.
The Tube Music Network, Inc.
AGU Music, Inc. f/k/a Pyramid Records International, Inc.


By: /s/ John W. Poling
    -------------------

  GUARANTORS:


By: /s/ David Levy
    ------------------

By: /s/ Donna Levy
    ------------------

LENDER:

Mitchell Entertainment Company


By: /s/ Howard L. Friedberg for
    -------------------------------
        Jonathan E. Mitchell