Exhibit 10.2

                                 PROMISSORY NOTE


$2,500,000.00                                           Fort Lauderdale, Florida
                                                            ______________, 2005

         The  undersigned,  AGU  ENTERTAINMENT  CORP.,  a  Delaware  corporation
(hereinafter  called  "Maker" or  "Borrower"),  promises  to pay to the order of
TARRAGON SOUTH DEVELOPMENT  CORP., a Nevada corporation  (hereinafter,  together
with any holder hereof, called "Payee" or "Lender"), at their office at 200 East
Las Olas Blvd.,  Suite 1660,  Fort  Lauderdale,  Florida 33301, or at such other
place as Payee may from time to time designate, the principal sum of Two Million
Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "Loan"),  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.  Interest shall be due and payable by Borrower on
the  outstanding  principal  balance of this Note in arrears on the first (1st )
day of each  calendar  month  occurring  during the term  hereof  commencing  on
December  1,  2005  (December  1,  2005 and each  such  first  (1st) day of each
calendar  month  occurring  thereafter  during  the term  hereof is  hereinafter
referred  to as a "Payment  Date").  Notwithstanding  anything  to the  contrary
contained in this Note, provided,  that no default exists hereunder or under any
other  document  executed  in  connection  herewith  (this  Note and such  other
documents are referred to herein, collectively, as the "Loan Documents"), Lender
agrees to defer  Borrower's  obligation to pay such  interest on any  applicable
Payment Date so that such interest  will accrue  hereunder and be paid to Lender
on the Maturity Date (as defined herein) or any earlier acceleration thereof. On
the Maturity Date, the entire principal balance together with accrued and unpaid
interest  thereon and all other  applicable  charges shall be due and payable in
full.  The term  "Maturity  Date"  shall mean a date that is the  earlier of (i)
December  15,  2005 and (ii)  the  Closing  Date  (as  defined  in that  certain
Agreement  for  Purchase and Sale  between  Borrower and Lender dated  effective
August 29, 2005 (as may be amended, the "Contract")).

         Notwithstanding   anything  to  the  contrary   contained  herein,  the
principal amount of this Note shall be advanced in the following tranches at the
following  times  and  subject  in  all  respects  to  the  satisfaction  of the
Conditions of Advances (defined herein):

         1. $1,500,000.00 on the date hereof; and

         2. $1,000,000.00 on November 1, 2005.


         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.


                                       1
                                                           PLEASE INITIAL ______
<PAGE>

         The  aforementioned  advances  will  be  disbursed  if and  only if the
following conditions (collectively, the "Conditions of Advances") have been met:
(i) all items  required to be received  by Lender  pursuant to the Loan  Closing
Checklist  attached  hereto  as  Exhibit  "A" and made a part  hereof  have been
received by Lender,  are current in all  respects  and are  satisfactory  in all
reasonable respects as determined by Lender and its counsel; (ii) there has been
no default under this Note or any other Loan  Document;  (iii) there has been no
default under any document executed in connection with that certain loan made by
Charley  Zeches,  in her  capacity  as  Trustee  of Lakes  Holding  Trust  under
Agreement,  dated July 27, 2001, to Borrower in the original principal amount of
$7,000,000.00  (collectively,  the "First Mortgage  Documents");  (iv) there has
been no default under any document executed in connection with that certain loan
made by Mitchell Entertainment Company, a Delaware limited liability company, to
Borrower in the original  principal amount of $3,000,000.00  (collectively,  the
"Second  Mortgage  Documents");  and (v)  there  has been no  default  under the
Contract.

         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.

         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.

         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.

         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 other Loan Document,  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. Third Mortgage Deed and Security Agreement;

         B. Third Assignment of Rents and Leases;

         C. UCC-1 Financing Statements; and

         D. Associated   affidavits,   disclosures  and   miscellaneous   loan
            documentation.


                                       2
                                                           PLEASE INITIAL ______
<PAGE>

         In the event of the  continuation  of any default in the payment of any
interest, principal or escrows, if any, 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


                                       3
                                                           PLEASE INITIAL ______
<PAGE>

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,  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;  (g) issuance of any writ
of  attachment  or writ  of  garnishment  or  filing  of any  lien  against  any
Collateral  or the  property of any  Obligor;  (h) 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;  (i)  dissolution,  termination,
merger, consolidation,  or reorganization of any Obligor; (j) assignment or sale
by any  Obligor of any equity in any  Collateral  securing  payment of this Note
without the prior written  consent of Payee;  (k)  cancellation  of any guaranty
with  respect  hereto  without  the prior  written  consent  of  Payee;  (l) 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;  (m) 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,  or (n) occurrence of any default under any of
the First Mortgage Documents, the Second Mortgage Documents and/or the Contract.

         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


                                       4
                                                           PLEASE INITIAL ______
<PAGE>

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.

         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.

         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


                                       5
                                                           PLEASE INITIAL ______
<PAGE>

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

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


                                       6
                                                           PLEASE INITIAL ______
<PAGE>

REPRESENTED  TO MAKER OR ANY OTHER PARTY THAT THE  PROVISIONS OF THIS  PARAGRAPH
WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

                                          AGU ENTERTAINMENT CORP., a Delaware
                                          corporation

                                          By:___________________________________
                                                David Levy
                                                President

STATE OF FLORIDA
COUNTY OF _________________

         The  foregoing  instrument  was  acknowledged  before  me  this  day of
_____________,  2005,  by David  Levy,  as  President  of, and on behalf of, AGU
Entertainment Corp., who ____ is personally known to me or ____ produced his/her
drivers license as identification.

                                          ______________________________________
                                          NOTARY PUBLIC-State of Florida
                                          Print/Type/Stamp Name:
                                          Commission Expiration Date:
                                          Notary Seal:

                                          (Signing as a notary public and not
                                          as a maker or endorser of this Note)


                                       7
                                                           PLEASE INITIAL ______
<PAGE>

                                   EXHIBIT "A"

                            [Loan Closing Checklist]


                                       8
                                                           PLEASE INITIAL ______