PROMISSORY NOTE
                               ---------------


$7,000,000.00                                         Fort Lauderdale, Florida
                                                               December 20, 2004

      The  undersigned,   AGU  ENTERTAINMENT   CORP.,  a  Colorado   corporation
(hereinafter  called  "Maker" or  "Borrower"),  promises  to pay to the order of
CHARLEY  ZECHES,  in her  capacity  as  Trustee  of LAKES  HOLDING  TRUST  under
Agreement  dated July 27, 2001  (hereinafter,  together with any holder  hereof,
called "Payee" or "Lender"),  at her office at 3200 West Oakland Park Boulevard,
Fort Lauderdale,  Florida  33311-1245,  or at such other place as Payee may from
time to time  designate,  the principal sum of Seven Million and 00/100  Dollars
($7,000,000.00),  together  with  interest  thereon  from the date hereof at the
interest rate set forth below, which sums are to be repaid as follows:

      This Note shall bear interest at a fixed interest rate of six and one half
percent (6.5%) per annum.  Payments of interest only shall be due and payable on
a  monthly  basis,  with the first  payment  due and  payable  on the 1st day of
January,  2005, with monthly payments of interest due and payable on the 1st day
of each month  thereafter until December 20, 2005 (the "Maturity Date") on which
date the entire  principal  balance of the Note,  together  with all accrued and
unpaid  interest  thereon  and all other  applicable  changes  should be due and
payable in full. A principal payment in the amount of Two Hundred Fifty Thousand
and 00/100 Dollars ($250,000.00) shall be due and payable on June 20, 2005.

      Maker has deposited into an interest  bearing  escrow account  established
with Payee (the "Tax and Interest  Escrow  Account") the amount of  $150,000.00,
which shall be used to pay the next three  monthly  interest  payments due under
this Note and the excess,  if any, shall be held by Payee and applied to pay any
real estate taxes due in connection with the Real Property.  Maker shall deposit
into the Tax and Interest Escrow Account,  additional  quarterly  prepayments of
interest  and  estimated  real estate  taxes,  to be applied as described in the
previous sentence,  each in the amount of $145,000,  on March 20, 2005, June 20,
2005 and September 20, 2005.  Payee will remit from the Tax and Interest  Escrow
Account, the payment of real estate taxes, however,  prior thereto, Maker shall,
if the amount in such Tax and Interest  Escrow Account  allocated to real estate
taxes is  deficient,  pay the  shortfall  to Payee  immediately  upon receipt of
notice  of such  deficiency  from  Payee.  All  interest  earned  in the Tax and
Interest  Escrow  Account  shall be  allocated to the benefit of and be the sole
property of Maker.  Maker has furnished  Payee with its FEIN in connection  with
the  establishment of the Tax and Interest Escrow Account.  The Tax and Interest
Escrow Account shall be held in accordance with the terms and provisions of that
certain Mortgage Deed and Security Agreement executed by Maker in favor of Payee
of even date herewith.

      Interest  charged  under  this Note  shall be  computed  on the basis of a
360-day year for the actual number of days elapsed. All payments hereunder shall
be made in such coin or currency of the United  States of America as at the time
of payment  shall be legal  tender for the payment of public and private  debts,
and shall be applied  first to interest  and lawful  charges and  expenses  then
accrued and then to principal.

<PAGE>

      In order to compensate  Payee for loss and expense  occasioned by handling
delinquent  payments,  which  include,  but  are not  limited  to,  the  cost of
processing and collecting  delinquencies,  Maker shall pay to Payee, in addition
to any interest or other sums payable under this Note, a service charge equal to
five percent  (5%) of the amount of any payment  received by Payee ten (10) days
or more after the due date thereof.

      The  outstanding  principal  balance of this Note or any  portion  thereof
shall be  convertible,  at any time, at the sole option of Payee into the common
stock, no par value, of Maker (the "Conversion Shares") at a conversion price of
$2.50 per share.  The  Conversion  Shares  shall be  restricted  securities,  in
accordance  with  applicable  securities  laws,  and  shall  include  "piggyback
registration"  rights, in accordance with that certain Stock Purchase  Agreement
by and between Maker and Payee of even date  herewith.  Additionally,  upon five
(5) days prior written notice  ("Prepayment  Notice") to Payee, this Note may be
prepaid  in full by Maker at any time  during  the term of this Note in the sole
discretion of Maker,  without any prepayment  penalty.  Such  Prepayment  Notice
shall not preclude Payee's  conversion  option, as described above, if exercised
prior to the later of: (i) the date of Payee's  receipt  of such  prepayment  or
(ii) the date of Payee's receipt of the Prepayment Notice.

      From and after the date upon which any  payment of  principal  or interest
hereunder  becomes due and payable (whether by acceleration or otherwise) if the
same is not timely paid, or upon the  occurrence of any other default under this
Note or any  default  under  any of the  Loan  Documents  (as  defined  herein),
interest  shall be payable on all sums  outstanding  hereunder at the lesser of:
(i) the maximum  rate  permitted  by  applicable  law or (ii) 18% per annum (the
"Default Rate"),  and shall be due and payable ON DEMAND.  Any judgment obtained
by Payee  against  Maker as to any  amounts  due under this Note shall also bear
interest at the Default Rate.

      This  Note is  secured  by  certain  security  documents  encumbering  the
property described therein, including, without limitation, the following:

      A. Mortgage Deed and Security Agreement. B. UCC-1 Financing Statements.
      C.   Associated    affidavits,    disclosures   and   miscellaneous   loan
      documentation.

This Note,  all documents  listed  above,  and any other  documents  executed in
connection with this Note, are hereinafter collectively referred to as the "Loan
Documents".

<PAGE>

      In the event of the  continuation  of any  default  in the  payment of any
interest,  principal  or  escrows  under this Note for a period of ten (10) days
after such  payment  becomes due, or upon the  occurrence  of any other event of
default  under  the  terms  and  provisions  of  this  Note  or any of the  Loan
Documents,  or any other  documents  delivered to Payee in connection  with this
Note,  or any other  obligation  of Maker to Payee,  then Payee may  declare the
entire unpaid principal  amount  outstanding  hereunder,  together with interest
accrued thereon and any other lawful charges accrued hereunder,  immediately due
and payable.

      Maker and any endorsers,  sureties, guarantors, and all others who are, or
at some future date may become, liable for the payments required hereunder grant
a continuing first lien security interest in and to, and authorize Payee, in its
sole discretion at any time after an event of default  hereunder,  in such order
as Payee  may  elect,  to apply to the  payment  of  obligations  due and  owing
hereunder,  or to the  payment  of any and  all  indebtedness,  liabilities  and
obligations of such parties to Payee, whether now existing or hereafter created,
any and all monies,  general or specific  deposits,  or collateral of whatsoever
nature of any of the above noted parties,  now or hereafter in the possession of
Payee. All property  described in this paragraph above,  along with all property
secured by the Loan  Documents,  including  all  proceeds  thereof and rights in
connection therewith, together with additions and substitutions, are hereinafter
collectively referred to as the "Collateral".

      Additions to, releases,  reductions,  or exchanges of or substitutions for
the  Collateral,  payments on account of this Note, or increases of the same, or
other loans made partially or wholly upon the Collateral,  may from time to time
be made without  affecting the provisions of this Note or the liabilities of any
party  hereto.  If any of the  Collateral  is  personal  property,  Payee  shall
exercise  reasonable  care in the custody and  preservation of the Collateral in
its  possession,  and shall be deemed to have  exercised  reasonable  care if it
takes such action for that purpose as Maker shall reasonably request in writing,
but no  omission to comply with any request of Maker shall of itself be deemed a
failure to exercise  reasonable care. Payee shall not be bound to take any steps
necessary to preserve any rights in the Collateral  against prior  parties,  and
Maker shall take all  necessary  steps for such  purposes.  Payee or its nominee
need not collect  interest on or principal of any  Collateral or give any notice
with respect thereto.

      In the event Payee deems itself  insecure or upon the  happening of any of
the following events,  each of which shall constitute a default  hereunder,  all
sums due hereunder  shall thereupon or thereafter,  at Payee's  option,  without
notice or demand, become immediately due and payable: (a) failure of any Obligor
(which term shall mean and  include  each Maker,  endorser,  surety,  guarantor,
general  partner  of Maker or other  party  liable for  payment  of or  pledging
collateral  or security  under this Note) to pay any sum due hereunder or due by
any  Obligor  to Payee  under any other  promissory  note or under any  security
instrument or written  obligation of any kind now existing or hereafter created;
(b)  occurrence  of default  (other  than a default  relating to any payment due
hereunder)  under any of the Loan  Documents  or any  other  loan  agreement  or
security  instrument now or hereafter in effect which, by its terms, covers this
Note or the indebtedness evidenced hereby, provided, however, if such default by
its nature can be cured,  then  Borrower  shall have a period of 30 days  ("Cure
Period") after Borrower  receives  notice of such default to cure the same and a
default  shall not be deemed to exist during the Cure Period;  provided  further
that if Borrower  commences to cure such  failure  during the Cure Period and is
diligently,  and in good faith,  attempting to effect such cure, the Cure Period
shall be extended for so long as Borrower shall diligently  pursue completion of
such Cure,  up to a maximum of 90 days;  (c)  filing of any  petition  under the
Bankruptcy  Code or any  similar  federal or state  statute  by or  against  any
Obligor or the insolvency of any Obligor;  (d) making of a general assignment by
any Obligor for the benefit of creditors, appointment of or taking possession by
a receiver,  trustee or custodian or similar official for any Obligor or for any
assets of any such Obligor or  institution by or against any Obligor of any kind
of insolvency  proceedings or any  proceeding for  dissolution or liquidation of
any Obligor; (e) entry of a judgment against any Obligor,

<PAGE>

which  results in the filing of a lien  against any of the  collateral  securing
this Note, which lien is not released or terminated within 30 days of the filing
thereof;  (f) material  falsity in any certificate,  statement,  representation,
warranty or audit at any time  furnished to Payee by or on behalf of any Obligor
pursuant to or in  connection  with this Note,  the Loan  Documents  or any loan
agreement or security agreements now or hereafter in effect which, by its terms,
covers this Note or the indebtedness evidenced hereby or otherwise including any
omission to disclose any substantial contingent or liquidated liabilities or any
material  adverse change in any facts disclosed by any  certificate,  statement,
representation,  warranty or audit furnished to Payee;  (h) issuance of any writ
of  attachment  or writ  of  garnishment  or  filing  of any  lien  against  any
Collateral  or the  property of any  Obligor;  (i) taking of  possession  of any
material Collateral or of any substantial part of the property of any Obligor at
the  instance  of any  governmental  authority;  (j)  dissolution,  termination,
merger, consolidation,  or reorganization of any Obligor; (k) assignment or sale
by any  Obligor of any equity in any  Collateral  securing  payment of this Note
without the prior written  consent of Payee;  (l)  cancellation  of any guaranty
with  respect  hereto  without  the prior  written  consent  of  Payee;  (m) the
determination  by Payee that a material adverse change has occurred with respect
to the  property  encumbered  by the  Loan  Documents  (financial,  physical  or
otherwise) or in the  financial  condition of any Obligor from the condition set
forth  in the  most  recent  financial  statements  of such  Obligor  heretofore
furnished  to Payee or from the  condition of such  Obligor as  heretofore  most
recently  disclosed  to Payee in any manner;  or (n)  occurrence  of any default
under any guaranty executed in connection with this Note or under any obligation
of Maker or of any Obligor to Payee.

      Payee shall have all of the rights and  remedies of a creditor,  mortgagee
and secured party under all applicable law.  Without  limiting the generality of
the  foregoing,  upon the  occurrence  of any default  hereunder or in the event
Payee, at any time, deems itself insecure, Payee may, at its option, and without
notice or demand (i) declare the entire unpaid  principal  and accrued  interest
accelerated  and due and  payable  at  once,  together  with  any and all  other
liabilities  of Maker or any of such  liabilities  selected  by Payee;  and (ii)
set-off  against  this Note all monies  owed by Payee in any  capacity to Maker,
whether or not due, and also set-off  against all other  liabilities of Maker to
Payee all monies  owed by Payee in any  capacity  to Maker,  and Payee  shall be
deemed  to have  exercised  such  right of  set-off,  and to have  made a charge
against any such money immediately upon the occurrence of such default, although
made or entered on the books subsequent  thereto.  To the extent that any of the
Collateral  is personal  property and Payee elects to proceed with respect to it
in accordance with the Uniform  Commercial Code then,  unless that collateral is
perishable  or  threatens  to  decline  speedily  in  value,  or  is  of a  type
customarily sold on a recognized market, Payee will give Maker reasonable notice
of the time and place of any public or private sale thereof.  The requirement of
reasonable  notice shall be met if such notice is, at the option of Payee,  hand
delivered,  sent via expedited courier, or mailed, postage pre-paid to Maker, at
the  address  given to Payee by  Maker,  or at any  other  address  shown on the
records  of Payee  at  least  five  (5)  days  before  the  time of  sale.  Upon
disposition  of any Collateral  after the  occurrence of any default  hereunder,
Maker  shall be and shall  remain  liable for any  deficiency;  and Payee  shall
account to Maker for any surplus, but Payee shall have the right to apply all or
part of such surplus (or to hold the same as reserve)  against any and all other
liabilities of Maker to Payee.

<PAGE>

      Payee may,  at any time,  whether  or not this Note is due:  (i) pledge or
transfer  this Note and its interest in the  Collateral,  and the pledgee or the
transferee shall, for all purposes, stand in the place of Payee and have all the
rights of Payee set forth  herein;  (ii)  transfer  the whole or any part of the
Collateral  into the name of itself or its nominee;  (iii) vote the  Collateral;
(iv) notify  Maker to make  payment to Payee of any amounts due or to become due
thereon;  (v) demand, sue for, collect,  or make any compromise or settlement it
deems  desirable  with  reference to the  Collateral;  (vi) take  possession  or
control of any proceeds of the  Collateral;  and (vii) exercise all other rights
necessary or required, in Payee's discretion,  in order to protect its interests
hereunder.

      In no event shall Payee be entitled to unearned or  unaccrued  interest or
other  charges or rebates,  except as may be  authorized  by law, and should any
interest or other charges paid by Maker or other parties  liable for the payment
of this Note result in the  computation  or earning of interest in excess of the
maximum rate of interest that is legally  permitted  under  applicable law, then
any and all such excess shall be and the same is hereby waived by Payee, and any
and all such  excess  shall be  automatically  credited  against  and reduce the
balance  due under  this  indebtedness,  and the  portion of said  excess  which
exceeds the balance due under this indebtedness, shall be paid by Payee to Maker
and parties liable for the payment of this Note.  Payee may, in determining  the
maximum rate permitted  under  applicable law in effect from time to time,  take
advantage of (i) the maximum  rate of interest  permitted  under  Florida law or
federal law,  whichever is higher,  including  any laws  regarding  parity among
lenders;  and (ii) any other law, rule or regulation in effect from time to time
available to Payee, which exempts Payee from any limit upon the rate of interest
it may charge,  or grants to Payee the right to charge a higher rate of interest
than that permitted by Chapter 687, Florida Statutes.  In determining whether or
not the  interest  paid or payable  under any specific  contingency  exceeds the
highest  lawful  rate,  Payee  shall,  to the  maximum  extent  permitted  under
applicable law (a) characterize any non-principal  payment as an expense, fee or
premium  rather than as  interest,  (b) exclude  voluntary  prepayments  and the
effects  thereof,  and (c) "spread" the total amount of interest  throughout the
maximum term of the  obligation so that the interest rate is uniform  throughout
the entire term of the obligation.

      The  provisions  of this Note and the Loan  Documents  shall be  construed
according to the internal  laws (and not the laws of  conflicts) of the State of
Florida;  except as set forth  above,  if Federal law would allow the payment of
interest  hereunder  at a higher  maximum  rate than would be  applicable  under
Florida law, in which case such Federal law shall apply to the  determination of
the highest applicable lawful rate of interest hereunder.

<PAGE>

      No  delay  or  omission  on the part of  Payee  in  exercising  any  right
hereunder  shall  operate as a waiver of such right or of any other rights under
this  Note.  Presentment,  demand,  protest,  notice of  dishonor  and all other
notices are hereby waived by Maker.  Maker  promises and agrees to pay all costs
of collection and attorneys'  fees,  which shall include  reasonable  attorneys'
fees in  connection  with any  suit,  out of  court,  in trial,  on  appeal,  in
bankruptcy proceedings or otherwise, incurred or paid by Payee in enforcing this
Note or preserving  any right or interest of Payee set forth herein.  Any notice
to Maker shall be  sufficiently  served for all  purposes if placed in the mail,
postage prepaid, addressed to, or left upon the premises at the address of Maker
as provided to Payee.

      This Note is not assumable  without Payee's prior written  consent,  which
consent may be granted by Payee or denied by Payee, in Payee's sole and absolute
discretion.

      Maker agrees that Broward  County,  Florida  shall be the proper venue for
any and all  legal  proceedings  arising  out of  this  Note or any of the  Loan
Documents.

      WAIVER  OF TRIAL BY JURY.  MAKER  AND PAYEE  HEREBY  MUTUALLY,  KNOWINGLY,
WILLINGLY AND VOLUNTARILY  WAIVE THEIR RIGHT TO TRIAL BY JURY AND NO PARTY,  NOR
ANY ASSIGNEE,  SUCCESSOR,  HEIR, OR LEGAL  REPRESENTATIVE OF THE PARTIES (ALL OF
WHOM ARE  HEREINAFTER  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  NOTE OR THE  LOAN  DOCUMENTS,  OR ANY  INSTRUMENT
EVIDENCING,  SECURING,  OR RELATING TO THE  INDEBTEDNESS  AND OTHER  OBLIGATIONS
EVIDENCED  HEREBY OR ANY RELATED  AGREEMENT OR INSTRUMENT,  ANY OTHER COLLATERAL
FOR THE  INDEBTEDNESS  EVIDENCED  HEREBY  OR ANY  COURSE  OF  ACTION,  COURSE OF
DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE LOAN
OR TO THIS NOTE. 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.  PAYEE HAS
IN NO WAY  AGREED  WITH OR  REPRESENTED  TO MAKER OR ANY  OTHER  PARTY  THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

      THE  PROPER  FLORIDA  DOCUMENTARY  STAMP TAX HAS BEEN PAID AND THE  PROPER
DOCUMENTARY STAMPS HAVE BEEN AFFIXED TO THE MORTGAGE DEED AND SECURITY AGREEMENT
SECURING THIS PROMISSORY NOTE.

<PAGE>

                                          AGU ENTERTAINMENT  CORP., a Colorado
                                          corporation

                                          By:  /s/ David Levy
                                             -----------------------------
                                                 David Levy, President