Exhibit 10.5

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THIS  INSTRUMENT  PREPARED  BY/RECORD AND RETURN TO: Marcy H.  Kammerman,  Esq.,
Tarragon South Development Corp., 200 East Las Olas Boulevard,  Suite 1660, Fort
Lauderdale, Florida 33301
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                             SUBORDINATION AGREEMENT

         THIS SUBORDINATION  AGREEMENT ("Agreement") is made and entered into as
of the _____ day of  ______________,  2005, by and among Charley Zeches,  in her
capacity as Trustee of LAKES HOLDING TRUST under  agreement  dated July 27, 2001
(hereinafter referred to as "First Lender"),  Mitchell  Entertainment Company, a
Delaware limited liability company (hereinafter  referred to as "Second Lender")
(First Lender and Second  Lender are  collectively  hereinafter  referred to as,
"Senior  Lenders"),  Tarragon  South  Development  Corp.,  a Nevada  corporation
(hereinafter  referred to as "Junior  Lender"),  and is agreed to,  accepted and
acknowledged by AGU  Entertainment  Corp., a Delaware  corporation  (hereinafter
referred to as "Mortgagor").

                              W I T N E S S E T H:

         WHEREAS,  First Lender is the owner and holder of that certain Mortgage
Deed and Security Agreement securing indebtedness in the amount of Seven Million
and 00/100  Dollars  ($7,000,000.00)  executed  by  Mortgagor  in favor of First
Lender,  dated  December 20, 2004 and recorded in the Public  Records of Broward
County, Florida, in Official Records Book 38764 Page 1973 (the "First Mortgage")
encumbering  certain real property and  improvements,  the legal  description of
which  is set  forth  on  Exhibit  "A"  hereto  (the  "Property"  or  "Mortgaged
Property"),  which secures that certain  Promissory Note dated December 20, 2004
in the principal amount of Seven Million and 00/100 Dollars ($7,000,000.00) (the
"First  Note"),  executed  by  Mortgagor  in favor of Senior  Lender,  and other
obligations  of  Mortgagor  to  First  Lender   (collectively  the  "First  Loan
Obligations"),  as set forth in all of the mortgage  related loan documents (the
First Mortgage,  the First Note and such other mortgage  related loan documents,
collectively, the "First Loan Documents") in favor of the First Lender being set
forth on Exhibit "C" hereto; and

         WHEREAS, Second Lender is the owner and holder of that certain Mortgage
executed by  Mortgagor  in favor of Second  Lender  dated  December 20, 2004 and
recorded  in Official  Records  Book  38765,  Page 127 of the Public  Records of
Broward  County,  Florida (the "Second  Mortgage")  (the First  Mortgage and the
Second  Mortgage  are  collectively  hereinafter  referred  to  as  the  "Senior
Mortgages") encumbering the Property, which secures that certain Promissory Note
dated  December 20, 2004,  in the  principal  amount of Three Million and 00/100
Dollars  ($3,000,000.00) (the "Second Note") (the First Note and the Second Note


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are  collectively  hereinafter  referred to as the "Senior  Notes")  executed by
Mortgagor in favor of Second Lender and other obligations of Mortgagor to Second
Lender  respecting  the  Mortgaged  Property  (collectively,  the  "Second  Loan
Obligations")  (the First Loan  Obligations and the Second Loan  Obligations are
collectively hereinafter referred to as the "Senior Obligations"),  as set forth
in all of the mortgage related loan documents (the Second  Mortgage,  the Second
Note and such other mortgage related loan documents,  collectively,  the "Second
Loan  Documents")  in favor of the Second  Lender being set forth on Exhibit "D"
hereto (the First Loan Documents and the Second Loan Documents are  collectively
hereinafter referred to as the "Senior Loan Documents"); and

         WHEREAS,  First  Lender and Second  Lender are parties to that  certain
Subordination  Agreement  respecting the Senior  Obligations having an effective
date of December 20, 2004 ("Senior Lenders' Subordination Agreement"); and

         WHEREAS,  Junior  Lender is the owner and holder of that certain  Third
Mortgage Deed and Security Agreement securing  indebtedness in the amount of Two
Million Five Hundred  Thousand and 00/100 Dollars  ($2,500,000.00)  (the "Junior
Note") executed by Mortgagor in favor of Junior Lender, dated even date herewith
and  recorded in the Public  Records of Broward  County,  Florida,  prior to the
recordation of this Agreement (the "Junior Mortgage")  encumbering the Property,
which  secures  that  certain  Promissory  Note dated even date  herewith in the
principal  amount of Two  Million  Five  Hundred  Thousand  and  00/100  Dollars
($2,500,000.00)  executed  by  Mortgagor  in favor of Junior  Lender,  and other
obligations   of  Mortgagor   to  Junior   Lender   (collectively   the  "Junior
Obligations"); and

         WHEREAS,  Senior  Lenders and Junior  Lender  desire to set forth their
Agreement with regard to the subordination of the Junior Mortgage and the Junior
Obligations as more specifically set forth herein.

         NOW THEREFORE,  in consideration of the sum of Ten ($10.00) Dollars and
other good and valuable  consideration,  from one to the other paid, the receipt
and sufficiency whereof is hereby  acknowledged,  the parties do hereby agree as
follows:

         1. Recitals: The Recitals set forth are true and correct and are made a
part hereof.

         2.  Subordination:  The  lien of the  Junior  Mortgage  and the  Junior
Obligations  are now and shall forever  hereafter be subordinate and inferior to
the liens of the Senior Mortgages and the Senior Obligations,  including without
limitation,  any and all  sums at any  time  due  and  owing  under  any and all
promissory notes secured by the Senior Mortgages, any principal and any interest
thereon,  any  other  amount  or  amounts  that  may be  added  to the  mortgage
indebtedness under the terms of this instrument for protective advances, and any
interest thereon, and all costs, payments advanced, taxes and expenses hereafter
advanced to insure the Property,  to prevent  waste,  to protect the  collateral
thereunder or collect said debt,  and all other  expenses,  costs and reasonable
attorneys' fees incurred by either or both Senior Lenders in connection with the
Senior Mortgages and/or the Senior Obligations. Further, the terms of the Junior
Mortgage  and the Junior  Note,  and all rights and  remedies  of Junior  Lender
available  thereunder,  including  but not  limited  to,  the  right to claim or
receive any insurance or condemnation  awards or proceeds,  are hereby expressly


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subordinated to the terms of the Senior  Mortgages,  the Senior  Obligations and
the rights and  remedies  of both  Senior  Lenders  under the Senior  Mortgages.
Junior Lender and Mortgagor  acknowledge  and agree that no payments of interest
or  principal  shall be made or  accepted  under the Junior Note  following  the
occurrence of a default  after  applicable  notice  and/or grace  period,  under
either or both Senior  Mortgages  until such  Senior  Mortgage(s)  has(ve)  been
repaid in full.

         3.  Costs and  Enforcement:  Should  suit be  brought  to  enforce  the
provisions of this Agreement,  the prevailing party shall be entitled to recover
its attorneys' fees incurred both at trial and on appeal.

         4.  Notices/Right  to Cure:  A default  by  Mortgagor  under any Junior
Obligation or the purchase and sale agreement ("Purchase  Agreement") respecting
the Property  between  Mortgagor  and Junior Lender shall be deemed a default by
Mortgagor  under both Senior  Mortgages.  Junior Lender will send to each Senior
Lender a copy of any notice of default under the Junior Mortgage and/or Purchase
Agreement,  and shall accept cure by either  Senior  Lender within the permitted
cure  period  set  forth  in the  Junior  Mortgage  or  Purchase  Agreement,  as
applicable.  Whenever  a  default  notice  has been  provided  pursuant  to this
provision and referenced in this Agreement, the same shall be referred to as the
"Default Notice".  Senior Lenders will give Junior Lender notice of any default,
and shall  accept cure by Junior  Lender  within the  permitted  cure period set
forth in the  applicable  Senior  Mortgage.  If Junior  Lender  pays both Senior
Lenders in full,  each Senior  Lender will assign the Senior Loan  Documents  to
Junior  Lender.  First  Lender may not assign any of its rights  respecting  the
First Loan  Obligations  to Junior  Lender  unless all Second Loan  Obligations,
matured and  unmatured,  have been fully  satisfied.  Neither Senior Lenders nor
Junior  Lender shall be  obligated  to cure any default by  Mortgagor  under any
obligation of Mortgagor.

         5.  Foreclosure:  In the event of a foreclosure  action instituted by a
Senior Lender, Junior Lender shall not impose any cross claims against Mortgagor
in such  action and any such  claims  shall be  brought in a separate  action by
Junior  Lender,  and  Junior  Lender  shall  further  agree to waive any and all
defenses to foreclosure  instituted by either or both Senior Lender(s) under its
Senior Mortgage,  but this shall not be construed to waive any provision of this
Agreement  or the right to receive any overage in net proceeds in the event of a
foreclosure  sale.  Under all  circumstances  and in all events,  Senior Lenders
understand, acknowledge and agree that in the event that Mortgagor shall default
under any of the Junior Loan Documents (as hereinafter  defined) at any time and
from time to time, Junior Lender shall have the option to exercise,  and realize
upon,  any and all  remedies  available  to  Junior  Lender,  provided,  that in
connection  with such exercise of, and  realization  upon,  such  remedies,  the
Senior  Loan  Obligations  shall be paid in full and Senior  Lenders  shall have
received  in full in good funds  representing  any and all monies owed under the
Senior Loan  Documents.  Upon  receipt of such  monies by both  Senior  Lenders,
Senior Lenders agree as set forth in Section 4 above,  to assign the Senior Loan
Documents to Junior Lender.  Notwithstanding the foregoing,  in the event Senior
Lenders (a) receive  payment in full of the  principal  and other sums due under
their respective Mortgages, and/or (b) assign their rights under the Senior Loan
Documents to Junior Lender,  Junior Lender and Mortgagor  expressly  acknowledge
and agree that any  indemnities and other  obligations  which under the terms of
the Senior Loan Documents  survive the payment of such  obligations  ("Surviving


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Obligations")  shall not be released,  satisfied or assigned or deemed released,
satisfied or assigned, and shall continue to survive in favor of Senior Lenders.
In such event, the Surviving  Obligations  shall be deemed to benefit and accrue
against Mortgagor and in favor of Senior Lenders and also, Junior Lender. Junior
Lender  shall not be liable to Senior  Lenders  for the  Surviving  Obligations.
Moreover,  after  both  Senior  Lenders  have  received  payment  in full of the
principal and other sums due under the First  Mortgage and the Second  Mortgage,
Senior  Lender  shall  not be able  to  enforce  the  Surviving  Obligations  by
realizing upon the Mortgaged  Property under and as defined in each of the First
Mortgage,  the Second Mortgage and the Junior Mortgage, it being understood that
in such  event,  the  Surviving  Obligations  are  unsecured  by such  Mortgaged
Property.

         6.  Insurance,   Condemnation:   In  the  event  of  partial  or  total
destruction of the Mortgaged  Property which results in the payment of insurance
proceeds,  or in the event of a condemnation or similar proceeding which results
in the payment of an award, the proceeds or award shall be applied in accordance
with the relevant  provisions of the Senior  Mortgages.  Subject to any contrary
provision in the Senior Loan  Documents or this  Agreement,  Junior Lender shall
share in the excess proceeds, if any, in accordance with the terms of the Junior
Mortgage.

         7. Superior Liens:  Junior Lender agrees that it shall not acquire,  by
subordination,  subrogation  or  otherwise,  any  lien,  estate,  right or other
interest in the  Mortgaged  Property  that is, or may be,  prior in right to the
lien of the Senior Mortgages.  In the event that Junior Lender cures any default
of  Mortgagor  under the Senior  Mortgages  or under the Junior  Mortgage by the
payment of money,  including,  for  example,  but not limited to, the payment of
taxes or insurance  premiums,  Junior  Lender  agrees that such payment shall be
deemed to be additional  indebtedness of the Mortgagor to be secured by the lien
of the Junior  Mortgage,  which shall be  subordinate  to the lien of the Senior
Mortgages and such amounts shall not create a lien on parity with or superior to
the Senior  Mortgages and shall not give Junior Lender the right of  subrogation
with respect to such amounts.

         8. Bankruptcy of Mortgagor: Junior Lender hereby agrees that so long as
any sum evidenced or secured by a Senior Mortgage remains outstanding:

                  (a) Junior Lender shall not, without the prior written consent
         of both Senior Lenders, in their sole discretion,  commence,  cause the
         Mortgagor to commence,  consent to Mortgagor  commencing,  or join with
         any other  creditor  in  commencing,  any  proceeding  under the United
         States  Bankruptcy  Code  or  any  similar  federal  or  state  law  (a
         "Bankruptcy  Proceeding") or any proceeding  under any federal or state
         fraudulent  conveyance law,  whether  statutory or any common law, with
         respect  to the  Mortgagor  or any  portion  of the real  and  personal
         property  which,  together,  comprises  the  collateral  for the Senior
         Obligations  (the  "Senior  Obligations  Collateral"),   or  any  other
         property of Mortgagor,  including any property  which is collateral for
         the Junior Obligations.

                  (b) In addition  to any other  rights  given to Junior  Lender
         under applicable laws (but subject to the limitations set forth in this
         paragraph  8), it is agreed that Junior Lender shall have the right (i)
         to file a proof of claim with respect to the Junior  Obligations,  (ii)
         to  deliver  to both  Senior  Lenders  a copy  thereof,  together  with
         evidence of the filing with the appropriate  court or other  authority,
         and (iii) to defend any objection filed to said proof of claim.


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                  (c) Junior  Lender  agrees  that it will not  oppose:  (i) any
         motion by a Senior Lender for relief from the  automatic  stay in order
         for such  Senior  Lender  to  exercise  its  rights  under  its  Senior
         Mortgage,  (ii) any motion by a Senior Lender for adequate  protection,
         (iii)  any  motion  by  a  Senior  Lender  to  dismiss  the  Bankruptcy
         Proceeding,  (iv) any motion by a Senior Lender to appoint a bankruptcy
         trustee or examiner or (v) any motion by a Senior Lender to convert the
         Bankruptcy Proceeding to any other Chapter of the Bankruptcy Code.

         9.   Representations,   Warranties   and   Covenants:   Senior  Lenders
acknowledge  the  following  (collectively,  "Stated  Facts"):  (1) that certain
action  pending in the Circuit Court of Broward  County,  Florida under Case No.
0513076,  styled  as Ned  Siegel et al vs.  AGU  Entertainment  Corp.,  (2) that
certain easement recorded in Official Record Book 40246, at Page 1631, among the
Public  Records of Broward  County,  Florida,  and (3) those certain  Notices of
Violation  issued  by  the  Broward  County  Sheriff's  Office  under  Case  No.
0509-0014, 0509-2036 and 0509-2037, 0509-2063, 0509-2062 and 0509-2064 [Item (3)
may be referenced as the "Known Violations"].

Senior Lenders  consent to the Junior  Obligations  and the entering into of the
Junior  Mortgage  (and  the  recording  of the  same)  and the  other  documents
(collectively,  the "Junior Loan Documents") executed in connection therewith as
listed on Exhibit "B" attached  hereto and made a part hereof,  and as submitted
to and approved by Senior Lenders.

         (a) First Lender represents to Second Lender and Junior Lender (but NOT
to Mortgagor)  that:  (i) First Lender is the sole owner and holder of the First
Note and the First Mortgage and the First Loan Documents;  (ii) First Lender has
the power and  authority to execute and deliver this  Agreement  and perform its
obligations  hereunder;  (iii) the aggregate outstanding principal amount of the
First Note, as of the date hereof equals  $6,750,000;  (iv)  Mortgagor is not in
default with  respect to the payment of  principal  or interest  under the First
Note; and (v) to the best of its knowledge,  but without any inquiry (and except
for the  Stated  Facts),  (a) there is no  monetary  or other  material  default
existing  under the First  Mortgage,  and (b) no event has  occurred  which with
notice or the passage of time or both would constitute an event of default under
the First  Mortgage.  The  representations  contained  in this Section are given
solely for the benefit of Second Lender and Junior Lender,  and Mortgagor  shall
NOT be entitled to rely on them in any way.

         Moreover,  based upon the facts  currently known to First Lender (which
include  the Stated  Facts),  First  Lender  agrees not to  foreclose  the First
Mortgage  so long as  there  are no  defaults  hereafter  arising  or  hereafter
becoming  known to  First  Lender;  provided  however,  that (1)  simultaneously
herewith,  Mortgagor  or Junior  Lender  pays,  on behalf of  Mortgagor  (a) the
$145,000  payment due First Lender on or about  September 23, 2005,  and (b) all
fines and other sums due under the Known Violations, if any, (2) no governmental
entity  imposes  further  fines or takes any further  action with respect to the
Known  Violations,  and (3) if there is any  default  after  the  expiration  of
applicable notice and/or grace periods under the First Mortgage, Second Mortgage
or Junior  Mortgage which hereafter  arises or which hereafter  becomes known to
First Lender and/or,  with respect to the Known Violations,  if any governmental
entity  imposes any further fine and/or takes any further  action,  First Lender
expressly  reserves the right to  foreclose  and pursue any and all other rights
and remedies available to First Lender.


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         (b) Second Lender represents to First Lender and Junior Lender (but NOT
to Mortgagor) that: (i) Second Lender is the sole owner and holder of the Second
Note and the Second Mortgage and the Second Loan  Documents;  (ii) Second Lender
has the power and  authority to execute and deliver this  Agreement  and perform
its obligations  hereunder;  (iii) the aggregate outstanding principal amount of
the Second Note, as of the date hereof equals $3,000,000;  (iv) Mortgagor is not
in default with respect to the payment of principal or interest under the Second
Note  (except for the Stated  Facts and the  defaulted  interest  payment  [i.e.
$45,000.00]  to be paid by Junior  Lender to Second  Lender from the proceeds of
the Junior  Mortgage);  and (v) to the best of its  knowledge,  but  without any
inquiry  (and except for the Stated  Facts and the  defaulted  interest  payment
[i.e. $45,000.00] to be paid by Junior Lender to Second Lender from the proceeds
of the Junior  Mortgage),  (a) there is no  monetary or other  material  default
existing  under the Second  Mortgage,  and (b) no event has occurred  which with
notice or the passage of time or both would constitute an event of default under
the Second  Mortgage.  The  representations  contained in this Section are given
solely for the benefit of First Lender and Junior  Lender,  and Mortgagor  shall
NOT be entitled to rely on them in any way.

         Moreover,  based upon the facts currently known to Second Lender (which
include the Stated  Facts),  Second  Lender  agrees not to foreclose  the Second
Mortgage  so long as  there  are no  defaults  hereafter  arising  or  hereafter
becoming  known to Second  Lender;  provided  however,  that (1)  simultaneously
herewith,  Mortgagor or Junior  Lender pays (a) the  $145,000  payment due First
Lender on or about  September  23,  2005,  all  interest  payments due under the
Senior Notes as reflected on the closing statement approved by Second Lender and
all legal fees due First  Lender and Second  Lender in the amounts  reflected on
the closing  statement  approved by Second  Lender,  and (b) all fines and other
sums due under the Known Violations,  if any (2) no governmental  entity imposes
further fines or takes any further action with respect to the Known  Violations,
and (3) if there is any default after the expiration of applicable notice and/or
grace periods under the First Mortgage, Second Mortgage or Junior Mortgage which
hereafter arises or which hereafter becomes known to Second Lender and/or,  with
respect to the Known Violations,  if any governmental entity imposes any further
fine and/or  takes any further  action,  Second  Lender  expressly  reserves the
right,  to foreclose and pursue any and all other rights and remedies  available
to Second Lender.

         (c) Mortgagor represents to First Lender and Second Lender that (i) the
unpaid principal amount under the First Note is $6,750,000,  and such sum is due
without setoff,  deduction or demand; (ii) the unpaid principal amount under the
Second Note is  $3,000,000,  and such sum is due without  setoff,  deduction  or
demand;  and (iii)  Mortgagor does not have and at no prior time had any defense
(including,  without  limitation,  the defense of usury),  claim,  counterclaim,
cross-action or equity, or right of rescission, set-off, abatement or diminution
of any kind or nature against either First Lender and Second Lender with respect
to the Senior  Mortgages;  and/or  any and all of the same are hereby  expressly
waived by Mortgagor.


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The   representations   contained  in  this  Section  9  shall  lapse  upon  the
indefeasible payment in full of all of the Senior Obligations.

         10. Representations,  Warranties and Covenants of Junior Lender: Junior
Lender represents and warrants to Senior Lenders that:

         a.       Junior  Lender is the sole owner and holder of the Junior Note
                  and the Junior Mortgage.

         b.       To the best of its knowledge,  as of the date hereof, there is
                  no  default  or event  which by notice or the  passage of time
                  would  constitute  an event of default  under the Junior  Note
                  and/or the Junior Mortgage.

         c.       Junior  Lender  has the power and  authority  to  execute  and
                  deliver this Agreement and perform its obligations  hereunder.
                  d. The property  encumbered by the Junior Loan  Documents does
                  not extend  beyond the property  encumbered  by the First Loan
                  Documents.

         11. Amount  Secured:  Without the prior written  consent of both Senior
Lenders,  which consent may be withheld in their sole discretion,  Junior Lender
shall not permit any  increases in the  principal  amount  secured by the Junior
Mortgage  (as may  have  been  reduced  by the  repayment  of any  principal  by
Mortgagor),  except for protective  advances,  and any interest thereon, and all
costs,  payments  advanced,  taxes and expenses hereafter advanced to insure the
Property, to prevent waste, to protect the collateral thereunder as contemplated
in Florida Statutes or collect said debt, and all expenses, costs and attorneys'
fees incurred by Junior Lender in connection with the foregoing actions relating
to the Junior Mortgage and/or the Junior Obligations.  In the absence of consent
by both Senior Lenders,  any such increases shall constitute a default under the
Senior Mortgages.

         12. Continuing Agreement:  The obligations of Senior Lenders and Junior
Lender hereunder shall be absolute and unconditional and this Agreement shall be
a continuing  agreement and shall continue  notwithstanding  the  dissolution or
reorganization  of a Senior  Lender or of Junior  Lender.  Either or both Senior
Lender(s),  without affecting the subordination  herein provided and with notice
to Junior  Lender,  (i) may  release  any  security  for its  respective  notes,
including part of the property  encumbered by its mortgage or retain or obtain a
security  interest in other property to secure the  obligations of the Mortgagor
to Senior Lender, or (ii) may extend, alter, exchange,  substitute or modify its
note(s) or its mortgage or release, compromise, alter or exchange any obligation
held by it as  security  for its  note(s),  so long as there is no  increase  in
principal or in the other  mortgaged  obligation  of Mortgagor  and otherwise is
subject to the terms of this  Agreement.  None of such actions  shall affect the
subordination  herein  provided,  and Junior Lender expressly waives any rights,
including any defense in the nature of a suretyship  defense,  otherwise arising
out of such action.  Each Senior Lender's  respective  senior security  position
hereunder shall not be prejudiced by any action omitted or undertaken by it with
respect  to its Senior  Obligations  or any  indebtedness  secured by its Senior
Mortgages provided any such action shall be in conformity with the terms of this
Agreement.


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<PAGE>

         13.  Notices:  All notices  hereunder  shall be in writing and shall be
deemed to have been sufficiently given or served for all purposes when presented
personally  or one (1) day after  when sent by actual  hand-delivery  commercial
overnight courier (i.e., Federal Express), to the addresses set forth below:

         to First Lender:           Charley Zeches as Trustee of
                                    Lakes Holding Trust under agreement
                                    Dated July 27, 2001
                                    521 East Las Olas Boulevard
                                    Fort Lauderdale, Florida 33301

         with a copy to:            Mombach, Boyle & Hardin, P.A.
                                    500 East Broward Boulevard, Suite 1950
                                    Ft. Lauderdale, Florida 33394
                                    Attn: Conrad J. Boyle, Esq.

         to Second Lender:          Mitchell Entertainment Company
                                    11601 Wilshire Blvd., Suite 2400
                                    Los Angeles, California 90025
                                    Attn: Jonathan E. Mitchell

         with copy to:              Howard L. Friedberg, Esq.
                                    Katz, Barron, Squitero Law Firm
                                    2699 South Bayshore Drive, 7th Floor
                                    Miami, Florida 33133

         to Junior Lender:          Tarragon South Development Corp.
                                    200 East Las Olas Blvd., Suite 1660
                                    Fort Lauderdale, Florida  33301
                                    Attn:  Danny Bivens

         With copy to:              Tarragon South Development Corp.
                                    200 East Las Olas Blvd., Suite 1660
                                    Fort Lauderdale, Florida 33301
                                    Attn: Marcy H. Kammerman, Esq.

         to Mortgagor:              AGU Entertainment Corp.
                                    3200 W. Oakland Park Boulevard
                                    Lauderdale Lakes, Florida 33311

         with copy to:              Bruce C. Rosetto, Esq.
                                    Blank Rome LLP
                                    1200 N. Federal Highway, Suite 417
                                    Boca Raton, Florida 33432


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<PAGE>

or any such other  address of which a party shall have notified the party giving
such notice in writing.

         14. No Waiver:  The  giving of consent by Senior  Lenders to the Junior
Mortgage  is not and shall not be  deemed a waiver  of  either  Senior  Lender's
rights to prohibit any other junior mortgage of the Mortgaged Property. No delay
on the part of a Senior  Lender or Junior Lender in the exercise of any right or
remedy hereunder or under the Senior Mortgages or Junior Mortgage, respectively,
shall operate as a waiver of any right hereunder.

         15.  Counterparts:  The parties  hereto  agree that this  Subordination
Agreement may be executed in two (2) or more  counterparts,  each of which shall
be an original, but all of which shall constitute one and the same instrument.

         16. Estoppel  Certificates:  At the written request of a Senior Lender,
Junior Lender shall deliver to each Senior Lender a certificate stating that, to
the best of its knowledge,  no default has occurred under the Junior Note or the
Junior Mortgage which default is continuing, and that Junior Lender is not aware
of any event  which  after  notice or lapse of time or both would  constitute  a
default or, if any such event or default had occurred and is continuing,  Junior
Lender shall specify the nature and period of existence thereof.  At the written
request of Junior Lender,  each Senior Lender shall deliver to Junior Lender and
the other Senior Lender a  certificate  stating,  to the best of its  knowledge,
that no default has occurred under its Senior Note or its Senior  Mortgage which
default is  continuing,  and that such  Senior  Lender is not aware of any event
which after  notice or lapse of time or both would  constitute  a default or, if
any such event or default had occurred  and is  continuing,  such Senior  Lender
shall specify the nature and period of existence thereof.

         17. Paragraph Headings:  The headings of the various paragraphs of this
Agreement  have been inserted only for the purpose of  convenience,  and are not
part of this Agreement and shall not be deemed in any manner to modify,  explain
or restrict any of the provisions of this Agreement.

         18. Choice of Law:  This  Agreement  shall be  construed,  interpreted,
enforced  and  governed  by and in  accordance  with  the  laws of the  State of
Florida,  excluding the principles  thereof  governing  conflicts of law. If any
provision  shall be held  prohibited  or  invalid  under  applicable  law,  such
provision  shall be ineffective to the extent of such  prohibition or invalidity
without invalidating any other provision of this Agreement.

         19 Venue:  The parties agree that Broward  County,  Florida is the sole
proper venue for any and all legal proceedings arising out of this Subordination
Agreement and any associated loan documents.

         20. Binding  Effect:  This Agreement shall be binding upon and inure to
the  benefit  of the  Mortgagor,  Senior  Lenders  and  Junior  Lender and their
respective heirs, successors and assigns.


                                       9
<PAGE>

         21.  Ratification  of Senior  Lenders'  Subordination  Agreement:  This
Agreement shall not impair or otherwise affect the Senior Lenders' Subordination
Agreement.  The Senior Lenders'  Subordination  Agreement is hereby ratified and
re-affirmed  and shall be and remain in full force and  effect,  enforceable  in
accordance with its terms.  Mortgagor is indebted to Senior Lenders  pursuant to
obligations that do not involve the Mortgaged Property. Such obligations are not
included within the defined term "Senior  Obligations",  and are not affected by
this Agreement.

         22. Special Provision: All of the parties hereto acknowledge and agree,
notwithstanding  the other  provisions of this  Agreement:  (1) First Lender has
made a $250,000  advance  ("$250,000  Advance")  to  Mortgagor as evidenced by a
Promissory  Note in the  original  amount  of  $250,000  dated  as of even  date
herewith,  (2) the $250,000  Advance shall be treated as a future  advance under
the First Mortgage,  subject,  however, to the provisions of this paragraph, (3)
the $250,000 Advance shall be subject to, inferior and subordinate to the Second
Mortgage,  and (4) the $250,000 Advance shall be superior to the Third Mortgage.
Notwithstanding  the  foregoing,  in the event of a foreclosure of the Mortgaged
Property:  (a) the First Loan  Obligations  shall be superior to the Second Loan
Obligations and the Junior  Obligations,  and (b) the $250,000  Advance shall be
subject to, inferior and subordinate to the Second Loan Obligations and superior
to the Junior Obligations.

23. Termination:  Upon repayment in full of the Senior Obligations,  the parties
hereto  agree to execute  and  deliver,  each to the  other,  an  agreement,  in
recordable form, mutually  acceptable to all parties hereto,  acting reasonably,
terminating of this Agreement.

         24. NEITHER FIRST LENDER, SECOND LENDER,  JUNIOR LENDER,  MORTGAGOR NOR
ANY  OTHER  PERSON  LIABLE  FOR  THE  OBLIGATIONS,   COVENANTS,  WARRANTIES  AND
REPRESENTATIONS   HEREIN,  NOR  ANY  ASSIGNEE,   SUCCESSOR,   HEIR  OR  PERSONAL
REPRESENTATIVE  OF SENIOR  LENDERS,  JUNIOR LENDER,  MORTGAGOR OR ANY SUCH OTHER
PERSON  OR  ENTITY  SHALL  SEEK  A  JURY  TRIAL  IN  ANY  LAWSUIT,   PROCEEDING,
COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS
AGREEMENT.  NEITHER SENIOR LENDER, JUNIOR LENDER,  MORTGAGOR NOR ANY SUCH PERSON
OR ENTITY  WILL SEEK TO  CONSOLIDATE  ANY SUCH  ACTION IN WHICH A JURY TRIAL HAS
BEEN  WAIVED,  WITH ANY OTHER  ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED.  THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY  DISCUSSED BY THE
PARTIES, HERETO AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS.

           [THE BALANCE OF THE PAGE INTENTIONALLY HAS BEEN LEFT BLANK]


                                       10
<PAGE>

         IN WITNESS WHEREOF, we have hereunto set our hands and seals on the day
and year first above written.

Signed, sealed and                            FIRST LENDER:
delivered in the presence of:

____________________________________________  __________________________________
Print Name:_________________________________  Charley Zeches, in her capacity as
                                              Trustee of Lakes Holding Trust
                                              under agreement dated
                                              July 27, 2001

____________________________________________
Print Name:_________________________________

                                              SECOND LENDER:

                                              MITCHELL ENTERTAINMENT
                                              COMPANY, a Delaware limited
                                              liability company

____________________________________________  By:_______________________________
Print Name:_________________________________     Jonathan E. Mitchell
                                                 Title:_________________________

____________________________________________
Print Name:_________________________________

                                              JUNIOR LENDER:

                                              TARRAGON SOUTH DEVELOPMENT
                                              CORP., a Nevada corporation

____________________________________________  By:_______________________________
Name:_______________________________________     Marcy H. Kammerman
                                                 Executive Vice President
Print Name:_________________________________


                                       11
<PAGE>

         AGREED TO, accepted and acknowledged by the undersigned  Mortgagor this
_____ day of , 2005.

                                              AGU ENTERTAINMENT CORP.
____________________________________________
Print Name:_________________________________  By:_______________________________
                                                 David Levy
                                                 President
____________________________________________
Print Name:_________________________________

STATE OF __________        )
COUNTY OF________________  )

         The foregoing instrument was acknowledged before me this _____ day of ,
2005 by Charley Zeches,  in her capacity as Trustee of Lakes Holding Trust under
agreement dated July 27, 2001, who ? is personally known to me or ? has produced
his/her driver's license as identification and who did take an oath.

                                              __________________________________
                                              Notary Public - State of Florida
                                              Print Name: ______________________
                                              My Commission Expires: ___________
                                              Commission Number: _______________

STATE OF CALIFORNIA    )
COUNTY OF_____________ )

         The foregoing instrument was acknowledged before me this _____ day of ,
2005 by  Jonathan  E.  Mitchell,  as and on  behalf  of  Mitchell  Entertainment
Company, a Delaware limited liability  company,  who ? is personally known to me
or ? has produced his/her driver's license as identification and who did take an
oath.

                                             ___________________________________
                                             Notary Public - State of California
                                             Print Name: _______________________
                                             My Commission Expires: ____________
                                             Commission Number: ________________


                                       12
<PAGE>

STATE OF FLORIDA        )
COUNTY OF______________ )

         The foregoing  instrument was acknowledged  before me this _____ day of
__________________, 2005 by _____________________, as __________________, and on
behalf of Tarragon  South  Development  Corp.,  a Nevada  corporation,  who ? is
personally known to me or ? has produced his driver's license as  identification
and who did take an oath.

                                              __________________________________
                                              Notary Public - State of Florida
                                              Print Name: ______________________
                                              My Commission Expires: ___________
Commission Number: _________________

STATE OF FLORIDA        )
COUNTY OF______________ )

         The foregoing instrument was acknowledged before me this _____ day of ,
2005 by David Levy, as President,  and on behalf of AGU  Entertainment  Corp., a
Delaware  corporation,  who ? is  personally  known to me or ? has  produced his
driver's license as identification and who did take an oath.

                                              __________________________________
                                              Notary Public - State of Florida
                                              Print Name: ______________________
                                              My Commission Expires: ___________
Commission Number: _________________


                                       13
<PAGE>

                                   EXHIBIT "A"

                             DESCRIPTION OF PROPERTY

<PAGE>

                                    EXHIBIT B

                      DOCUMENTS RELATED TO JUNIOR MORTGAGE

1.   Promissory Note

2.   Notice of Limitation on Mortgage Future Advance

3.   Third Assignment of Rents, Leases and Deposits

4.   UCC-1 (Broward County, Florida)

5.   UCC-1 (Delaware)

6.   Third Mortgage Deed and Security Agreement

7.   Flood Insurance Information & Insurance Acknowledgement

8.   Mortgagor's Affidavit

9.   This Subordination Agreement

10.  Tri-Party Agreement

11.  Side letter regarding sewer easement

12.  Affidavit regarding material agreements

<PAGE>

                                    EXHIBIT C

                 MORTGAGE LOAN DOCUMENTS RELATED TO FIRST LENDER

         Promissory Note from the Mortgagor to the First Lender,  dated December
         20, 2004 (the "Note").

         Mortgage  Deed and  Security  Agreement  from  Mortgagor  to the  First
         Lender, dated December 20, 2004 (the "Mortgage")

         Assignment  of Rents,  Leases and Profits  from  Mortgagor to the First
         Lender, dated December 20, 2004 (the "Assignment of Rents").

         UCC-1  Financing  Statements,  State and Local  from the  Mortgagor  as
         Debtor to the First Lender as Secured Party.

         Subordination Agreement between the First Lender and the Second Lender,
         dated December 20, 2004.

         Mortgagor's Affidavit dated December 20, 2004.

         Non-Foreign Certificate and Affidavit dated December 20, 2004.

         Notice  of  Limitation  of  Future  Advances  by the  Mortgagor,  dated
         December 20, 2004.

         This Subordination Agreement

         Mortgage Modification of even date herewith concerning $250,000 advance
         and $250,000 promissory note evidencing such advance

<PAGE>

                                    EXHIBIT D

                MORTGAGE LOAN DOCUMENTS RELATED TO SECOND LENDER

         Secured  Convertible Term Note from the Mortgagor to the Second Lender,
         dated December 20, 2004 (the "Note").

         Mortgage and Security  Agreement  from  Mortgagor to the Second Lender,
         dated December 20, 2004 (the "Mortgage")

         Assignment  of Rents,  Leases and Profits from  Mortgagor to the Second
         Lender, dated December 20, 2004 (the "Assignment of Rents").

         UCC-1  Financing  Statements,  State and Local from the  Mortgagors  as
         Debtor to the Second Lender as Secured Party.

         Master Security  Agreement between the Mortgagor and the Second Lender,
         dated December 20, 2004.

         Environmental  Indemnity Agreement between the Mortgagor and the Second
         Lender, dated December 20, 2004.

         Notice  of  Limitation  of  Future  Advances  by the  Mortgagor,  dated
         December 20, 2004.

         Subordination Agreement between the First Lender and the Second Lender,
         dated December 20, 2004.

         Letters dated April 14, 2005, April 29, 2005 and August 11, 2005

         This Subordination Agreement