Exhibit 10.10

                        TARRAGON SOUTH DEVELOPMENT CORP.
                     200 East Las Olas Boulevard, Suite 1660
                         Fort Lauderdale, Florida 33301

                                October ___, 2005

AGU Entertainment Corp.
3200 West Oakland Park Boulevard
Lauderdale Lakes, Florida 33311

         RE:      $2,500,000.00 Loan made by Tarragon South Development Corp. to
                  AGU Entertainment Corp.

Dear Ladies and Gentlemen:

         Reference is made to a loan made by Tarragon South Development Corp., a
Nevada  corporation   ("Lender"),   to  AGU  Entertainment   Corp.,  a  Delaware
corporation  (Borrower") in the aggregate principal amount of $2,500,000.00 (the
"Loan"),  which Loan is evidenced by a Promissory  Note,  dated the date hereof,
from Borrower  payable to the order of Lender in the aggregate  principal amount
of $2,500,000.00 (the "Note"),  which Note is secured by Third Mortgage Deed and
Security  Agreement,  dated as of the date  hereof,  from  Borrower  in favor of
Lender (the  "Mortgage"),  which Mortgage  encumbers  property more particularly
described therein and located in the City of Lauderdale  Lakes,  Broward County,
Florida (the "Property"). The Note, the Mortgage and any and all other documents
executed in connection with the Loan are hereinafter,  collectively, referred to
as the "Loan Documents".

         In connection with the closing of the Loan, it came to the attention of
Lender that the Easement (as defined herein) benefits the Property.  In order to
obtain adequate title insurance with respect  thereto,  Fidelity  National Title
Insurance  Company will need to search (the "Search") in the  applicable  public
records  the  properties  burdened by the  Easement.  Lender has agreed to close
without the finality of the performance of the Search,  provided,  that Borrower
agrees to the terms and  conditions  of this letter  agreement.  For purposes of
this letter  agreement,  the term "Easement"  means the easements for installing
and maintaining sewer  connections for the benefit of the Property  contained in
that certain  Warranty Deed recorded in Official Records Book 5161, at Page 325,
of the Public Records of Broward County, Florida.

         Accordingly, Borrower understands, acknowledges and agrees that:

         1.       The Search must be performed no later than November 4, 2005;

         2.       Upon  receipt  and  review  of  the  Search,   Borrower   will
                  immediately  provide  Lender,  at  Borrower's  sole  cost  and
                  expense,  as Lender shall  require (x) an  endorsement  to the
                  Lender's  title policy  delivered in connection  with the Loan
                  and (y) any update to the survey  delivered in connection with
                  the Loan.

         3.       No  further  advances  under the Note  shall be made by Lender
                  unless  and  until  the  items  set forth in 1 and 2 above are
                  performed  on a timely basis and all other  conditions  to the
                  making of advances under the Note and the other Loan Documents
                  are satisfied in all respects.

<PAGE>

AGU Entertainment Corp.
October ___, 2005
Page 2

         4.       In the event that the  requirements  of this letter  agreement
                  are not strictly  adhered to in all  respects,  the same shall
                  constitute a default under the Loan Documents entitling Lender
                  to exercise  any and all  remedies  available to Lender at law
                  and in equity.

         Borrower shall confirm its understanding,  acknowledgment and agreement
to the terms hereof by executing this letter where set forth below.

                                            Very truly yours,

                                            TARRAGON SOUTH DEVELOPMENT CORP.,
                                            a Nevada corporation

                                             By: _______________________________
                                                   Marcy H. Kammerman
                                                   Executive Vice President

MK\pk

UNDERSTOOD, ACKNOWLEDGED AND AGREED.

AGU, Entertainment Corp.,
a Delaware corporation

By:________________________
     Name:
     Title: