Exhibit 10.6

                         TRI-PARTY DEVELOPER'S AGREEMENT

         THIS AGREEMENT, is made as of the last date of the last signatory party
executing  the  same,  by and  among  the CITY OF  LAUDERDALE  LAKES,  a Florida
municipal  corporation  ("CITY"),  AGU Entertainment Corp. ("AGU"), and Tarragon
South Development Corp. ("TARRAGON"),

                               W I T N E S S E T H

         WHEREAS,  AGU owns  certain  real  property  described  upon  Exhibit A
("Property")  generally  located on the  southwest  corner of West  Oakland Park
Boulevard and Northwest 31st Avenue, and

         WHEREAS,  the Property is improved by a metal  building,  paved parking
lot  and   associated   features   ("Improvements")   provided   that  the  term
Improvements, for purposes of any demolition described herein, shall not include
any existing perimeter fence in good condition, and

         WHEREAS, TARRAGON is the contract purchaser of the Property pursuant to
a contract with AGU ("Contract"), and

         WHEREAS,  the Contract is  scheduled to close on or about  December 15,
2005, and

         WHEREAS,  TARRAGON  is  prepared  to  advance  certain  sums  to AGU in
anticipation  of the  closing  and in  consideration  of a mortgage  against the
Property   securing  a  promissory   note  with  respect  to  such   advancement
("Advance"), and

         WHEREAS, the Property has been allowed to fall into disrepair, and CITY
has issued various  notices of violation,  as described upon Exhibit B, attached
hereto and made a part hereof,  with respect to certain items of  non-compliance
regarding  various   regulations  which  apply  to  the  Property  ("Notices  of
Violation"), and

         WHEREAS,  as a precondition  to making the Advance,  TARRAGON  requires
that the CITY  subordinate  its Notices of Violation in order that  TARRAGON can
make the Advance contemplated herein and subsequently take title to the Property
without the encumbrance thereof, and


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<PAGE>

         WHEREAS,  CITY is prepared to subordinate such Notices of Violation and
its inchoate lien upon certain assurances, and

         WHEREAS,  after the  issuance  of the  Notices  of  Violation,  AGU has
expended monies to bring certain items of  non-compliance  into compliance,  but
has requested  consideration on other items that still require repair including,
but not  limited  to the  painting  of the  building  and  parking  lot  repairs
("Repairs")  which  will  be  resolved  by  the  subsequent  demolition  of  the
Improvements, making the Repairs unnecessary, and

         WHEREAS, CITY wants certain assurances that either (i) the Repairs will
be made in a timely  manner and fashion or (ii) upon  demolition,  the  Property
will not be allowed to subsequently become a nuisance to the community, and

         WHEREAS,  TARRAGON  has given  certain  assurances  with respect to the
concerns expressed by the CITY, and

         WHEREAS,  contemporaneously  with the execution of this Agreement,  AGU
and  TARRAGON  will  cause  the  Advance  to be  made  in  part  from  the  sums
constituting the Contract  Deposit,  holding back from the sum to be advanced an
amount of Three  Hundred Fifty  Thousand  ($350,000.00)  Dollars,  in which CITY
shall have a secured interest,

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  the legal sufficiency of which is hereby  acknowledged,  the parties
agree as follows:

         RATIFICATION OF  REPRESENTATIONS:  The representations set forth in the
preamble paragraphs hereof are hereby restated as true and correct, and the same
are incorporated herein as if set forth in verbatim.

         1. SUBORDINATION OF NOTICES OF VIOLATION:  Upon the satisfaction of the
conditions  precedent  set forth in  Paragraph 2 hereof,  CITY'S  interests  and


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<PAGE>

inchoate lien(s) under the Notices of Violation  described upon Exhibit B, which
constitute all of the Notices of Violation  presently issued with respect to the
Property,  shall be  deemed  subordinate  to the lien of such  Advance,  and the
mortgage and  security  interests  in TARRAGON  therefor  arising from or on the
account  of such  Notices  of  Violation.  In  furtherance  thereof,  TARRAGON'S
Advance,  upon  recordation of evidence thereof in the Public Records of Broward
County, Florida, shall have priority over and be superior to the above described
Notices of Violation, inchoate lien(s) or any lien arising therefrom.

         2.  CONDITION  PRECEDENT:  The following  shall  constitute  conditions
precedent to the CITY'S obligations as set forth in Paragraph 1 hereof:

A.       TARRAGON  shall  release  to AGU 1.5  million  dollars  (and such other
         monies as they may agree) constituting in part the deposit(s) under the
         Contract,  as the Advance,  provided that TARRAGON  shall hold back the
         sum of  Three  Hundred  Fifty  Thousand  ($350,000.00)  Dollars  at the
         closing of the initial Advance for the purpose of assuring  pursuant to
         Section 3 hereof that either (i) the  Repairs  are  completed  no later
         than  February  15,  2006,  or (ii)  the  Improvements  are  completely
         demolished and grounds completely planted no later than March 15, 2006.
         TARRAGON  shall be deemed a fiduciary  of the CITY with respect to such
         Three Hundred Fifty Thousand  ($350,000.00) Dollars, and shall hold the
         same for the CITY under a duty to the CITY as a beneficiary  thereof to
         disburse  such  sums to the CITY  upon  the  CITY'S  presentation  of a
         certified  copy of a  resolution  of the  City  Commission  of the CITY
         demanding the same; provided,  however,  TARRAGON shall have no duty to
         question the authenticity or due adoption of such resolution.

B.       There shall be no foreclosure  action  pending  pertaining to the first
         mortgage in favor of Charley Zeches in her capacity as Trustee of Lakes
         Holding  Trust,  U/A,  dated July 26, 2001 ("First  Mortgagee"),  dated
         December 20, 2004, recorded December 27, 2004, in Official Records Book
         38764, Page 1973, of the Public Records of Broward County,  Florida, in
         the original  principal amount of Seven Million Dollars,  or the second
         mortgage  in  favor  of   Mitchell   Entertainment   Company   ("Second
         Mortgagee"),  dated December 20, 2004, in the original principal amount
         of Three  Million  Dollars,  recorded  December 27,  2004,  in Official
         Records Book 38765,  Page 127, of the Public Records of Broward County,
         Florida.


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<PAGE>

         3.  DEMOLITION  OF  IMPROVEMENTS  AND  MAINTENANCE:  If AGU shall  have
conveyed to TARRAGON  fee-simple  title to the Property,  and the  instrument of
transfer  shall  have been  recorded  in the Public  Records of Broward  County,
Florida  and,  then no later  than  March 15,  2006,  TARRAGON  shall  cause the
Improvements  to have been completely  demolished,  the cleared land leveled and
planted with Bahia Grass,  and the Property  properly  fenced and gated so as to
secure  the same with  locked  gates,  with the  duplicate  keys  thereto  to be
delivered to the City Manager and the Chief of Police. In the event AGU does not
convey  title to  TARRAGON,  then AGU shall  either (i) cause the  Repairs to be
completed no later than February 15, 2006, or (ii) cause the  Improvements to be
completely demolished, the cleared land leveled and planted with Bahia Grass and
the  Property  properly  fenced and gated so as to secure  the same with  locked
gates,  with duplicate keys thereto  delivered to the City Manager and the Chief
of  Police.  In either of such  events,  the CITY  shall  cause the  Notices  of
Violation to be  discharged  and the CITY'S  interest in the Three Hundred Fifty
Thousand  ($350,000.00) Dollars to be released,  whereupon TARRAGON will pay AGU
the sum of Three Hundred Fifty  Thousand  ($350,000.00)  Dollars  within one (1)
business days from the satisfaction of either of such requirements.

         4.  DEMOLITION  RELIEF:  In the event  that AGU or  TARRAGON,  as their
interests may appear, shall fail to cause the Repairs to be made or the complete
demolition of the  Improvements,  as and within the times provided  herein to be
accomplished,  then the CITY shall have the right,  but not the  obligation,  to
demand  the  disbursement  of the Three  Hundred  Fifty  Thousand  ($350,000.00)
Dollars held by TARRAGON, for the CITY'S benefit, as contemplated in Paragraph 2
hereof,  in full,  and to use all or a portion of the proceeds  thereof to cause
such Improvements to be demolished,  retaining any remaining proceeds thereof as
and for liquidated  damages,  the parties having concluded that the damage which
may be suffered by the CITY,  by virtue of the failure to perform the Repairs or
demolish the  Improvements  is not  susceptible to specific  calculation,  there
being significant  intangible negative impacts to the CITY and to the community,
as a whole, by the continued  existence of the Improvements.  The CITY,  through
its  agents  and  employees,  shall  have a right to access  and enter  upon the
Property  and to do all things  necessary  and  appropriate  to  accomplish  the
demolition, without liability of any kind whatsoever to AGU or TARRAGON.


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<PAGE>

                  In addition,  as an alternative or cumulative  remedy,  at the
CITY'S  discretion,  the CITY  shall have the right to seek  injunctive  relief,
mandatory  and  prohibitory,  to  cause  the  discontinuance  of the  use of the
Property  and to cause the  demolition  of the  Improvements.  AGU and  TARRAGON
acknowledge  that the continued use and  existence of the  Improvements  creates
irreparable  harm to the CITY and the community as a whole for which there is no
adequate  remedy at law and that the  demolition of the  Improvements  is in the
best interest of the community.

         5. COST  RECOVERY:  AGU shall  immediately  establish  a  cost-recovery
account with the CITY in a minimum amount of Five Thousand  ($5,000.00)  Dollars
in accordance with the applicable  provisions of the  Developmental  Code of the
CITY, conditioned to reimburse the CITY for all costs suffered or to be suffered
by the CITY in connection  herewith,  including costs and fees incurred prior to
the execution hereof, but in connection with the matters contemplated herein.

         6.  ENCUMBRANCES:  As of the making of this Agreement,  the Property is
subject to the encumbrances set forth upon Exhibit C.

         7.  ATTORNEY'S  FEES:  Should any dispute arise  hereunder,  prevailing
party shall be entitled to recover  against other party all costs,  expenses and
attorney's  fees  incurred by prevailing  party in such dispute,  whether or not
suit be brought,  and such right shall  include all of such costs,  expenses and
attorney's fees through all appeals or other actions.


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<PAGE>

         8. WAIVER OF JURY  TRIAL:  Each of the  parties,  as its  interest  may
appear, hereby waives trial by jury on all issues otherwise triable by jury.

         9. WAIVER:  No waiver by any party of any  provision of this  Agreement
shall  be  deemed  to be a  waiver  of any  other  provisions  hereof  or of any
subsequent  breach by any other party of the same, or any other provision or the
enforcement  thereof.  A party's  consent to or approval of any act by any other
party  requiring  the other party's  consent or approval  shall not be deemed to
render unnecessary the obtaining of such party's or any other party's consent to
or approval of any subsequent  consent or approval of any party,  whether or not
similar to the act so consented to or approved.

         10.  NON-ASSIGNABILITY:  This Agreement or any portion hereof shall not
be assigned or  transferred  by either party without the written  consent of the
other party; provided, however, that Tarragon shall be permitted to transfer its
interest to an entity which is wholly affiliated with Tarragon.

         11.  NOTICE:  The  delivery  of any items  and the  giving of notice in
compliance  with the terms of this  Agreement  shall be  accomplished  by making
same, in writing,  and by the delivery  thereof to the party intended to receive
it or by mailing the same to the address of such party as hereinafter set forth.
In the event such notice is made by mail, the same shall be given via U.S. mail,
Return Receipt  Requested  and,  unless  otherwise  provided  herein,  notice or
delivery by mail shall be effective when mailed to:

                           City Manager
                           City Of Lauderdale Lakes
                           4300 N. W. 36th Street
                           Lauderdale Lakes, Florida 33319

                           cc:  James C. Brady, Esq., City Attorney
                           501 Northeast 8th Street
                           Fort Lauderdale, Florida  33304


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<PAGE>

                           Tarragon South Development Corp.
                           200 E. Las Olas Boulevard - Suite 1660
                           Fort Lauderdale, Florida 33301
                           Attn: Marcy H. Kammerman, Esq.

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

         12. BINDING  EFFECT:  All of the terms and provisions of this Agreement
shall be binding  upon and inure to the  benefit of the  parties  hereto,  their
respective assigns, successors, legal representatives,  heirs and beneficiaries,
as applicable.

         13.  CONSTRUCTION:  This  Agreement  and  the  terms  hereof  shall  be
construed in accordance  with the laws of the State of Florida and venue for all
actions  in a court of  competent  jurisdiction  shall  lie in  Broward  County,
Florida.

         14.  SEVERABILITY:  Should  any  word,  phrase or  provision  hereof be
declared  illegal  or  invalid  by  a  court  of  competent  jurisdiction,  such
declaration  of  illegality  and/or  invalidity  shall not affect the  remainder
hereof.

         15. ENTIRE  AGREEMENT;  MODIFICATION:  No statements,  representations,
warranties,  either written or oral,  from whatever  source  arising,  except as
expressly  stated in this Agreement,  shall have any legal validity  between the
parties  or be  binding  upon any of them.  The  parties  acknowledge  that this
Agreement  contains the entire  understanding  and agreement of the parties.  No
modifications  hereof shall be effective  unless made in writing and executed by
the parties hereto with the same formalities as this Agreement is executed.

         16. CAPTIONS AND PARAGRAPH  HEADINGS:  Captions and paragraph  headings
contained in this Agreement are for convenience and reference only and in no way
define,  describe,  extend or limit the scope and intent of this Agreement,  nor
the intent of any provisions hereof.


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<PAGE>

         17. JOINT  PREPARATION:  The  preparation  of this Agreement has been a
joint effort of the parties,  and the resulting  document shall not, solely as a
matter of judicial  construction,  be construed more severely against one of the
parties than the other. It is the parties' further intention that this Agreement
be construed liberally to achieve its intent.

         18.  COUNTERPARTS:  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

         19.  EXHIBITS  ARE  INCLUSIONARY:   All  exhibits  attached  hereto  or
mentioned  herein which contain  additional  terms shall be deemed  incorporated
herein by reference. Typewritten or handwritten provisions inserted in this form
or attached hereto shall control all printed provisions in conflict therewith.

         20. SENIOR  MORTGAGEES:  The parties hereto  acknowledge and agree that
(a) First  Mortgagee  and Second  Mortgagee  have or shall execute those certain
Consents  attached  hereto  and  made  a part  hereof  ("Consents"),  (b)  First
Mortgagee and Second  Mortgagee are not parties to this  Agreement,  and have no
obligations hereunder, but may be deemed to be third party beneficiaries to this
Agreement, and (c) in the event any party hereto shall perform the demolition or
the Repairs as contemplated herein, such party shall (i) perform such demolition
or Repairs in accordance  with this  Agreement and the Consents,  and (ii) cause
its contractor to produce (prior to any entry on the land)  liability  insurance
satisfactory to it, the First Mortgagee and the Second Mortgagee (and naming the
first and second mortgagees as additional insureds thereunder)

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year set forth below their respective signatures.

WITNESSES:CITY OF LAUDERDALE LAKES

-------------------

---------------------------


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<PAGE>

CITY MANAGER

___________________

CITY ATTORNEY, as to Form

_______________________
James C. Brady, Esquire

TARRAGON SOUTH DEVELOPMENT CORP


WITNESSES:

_______________   By_____________________
      President

Date:_____________

---------------
         AGU Entertainment Corp.

_______________By_______________________
President

Date: _____________

_______________


                                       9
<PAGE>

                           CONSENT OF SECOND MORTGAGEE

         At the request of the CITY, AGU and/or Tarragon, THE UNDERSIGNED, being
the holder of the second mortgage described in that certain Tri-Party  Developer
Agreement  ("Agreement")  to which this Consent is attached,  hereby consents to
any exercise by the CITY of the CITY's  right under the  Agreement to enter upon
the Property  for the purpose of  completely  demolishing  the  Improvements  as
defined in the Agreement  and as referenced in the Notices of Violation  defined
in the Agreement,  including all  buildings,  foundations,  parking lots,  drive
aisles,  accessory  facilities,  and  landscaping,  as the CITY  reasonably  may
determine necessary and appropriate,  and the removal thereof from the Property;
provided,  however,  (1) any such  demolition  and  removal , are  performed  in
accordance with all laws and safe and prudent practices, (2) any such demolition
and removal are performed at no expense or liability to the undersigned, and are
not commenced  unless and until the $350,000  holdback or other segregated funds
sufficient  for such purpose are expressly set aside and delivered to CITY or an
independent  third  party  escrow  agent  (such as a  national  title  insurance
company) for such  demolition  and removal,  and (3) this consent shall not give
rise  to  any  obligation  of  the  undersigned   with  respect  to  any  matter
contemplated  in the  Agreement or  otherwise,  and (4) this consent shall in no
wise constitute a waiver, release or other defense to any right or remedy of the
undersigned  against AGU or Tarragon  arising out of any  agreements  between or
among  them.  Notwithstanding  the  foregoing,  (i) if the  second  mortgage  is
satisfied and  discharged  prior to any Repairs or demolition,  the  undersigned
shall have no rights or benefits set forth in the Agreement or this Consent, and
(ii) if neither  AGU nor  Tarragon  perform  their  obligations  as set forth in
Section 3 of the Agreement, and the CITY receives the $350,000 for demolition as
contemplated in Section 4 of the Agreement,  then Tarragon shall have no further
obligations to the undersigned with respect to the Agreement or this Consent.


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<PAGE>

WITNESSES:

MITCHELL  ENTERTAINMENT  COMPANY,  a  Delaware  corporation,  authorized  to  do
business in the State of Florida

_______________________________________________
By:  President

Date:___________________

____________________


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<PAGE>

                           CONSENT OF FIRST MORTGAGEE

         At the request of the CITY, AGU and/or Tarragon, THE UNDERSIGNED, being
the holder of the first mortgage  described in that certain Tri-Party  Developer
Agreement  ("Agreement")  to which this Consent is attached,  hereby consents to
any exercise by the CITY of the CITY's  right under the  Agreement to enter upon
the Property  for the purpose of  completely  demolishing  the  Improvements  as
defined in the Agreement  and as referenced in the Notices of Violation  defined
in the Agreement,  including all  buildings,  foundations,  parking lots,  drive
aisles,  accessory  facilities,  and  landscaping,  as the CITY  reasonably  may
determine necessary and appropriate,  and the removal thereof from the Property;
provided,  however,  (1) any  such  demolition  and  removal  are  performed  in
accordance with all laws and safe and prudent practices, (2) any such demolition
and removal are performed at no expense or liability to the undersigned, and are
not commenced  unless and until the $350,000  holdback or other segregated funds
sufficient  for such purpose are expressly set aside and delivered to CITY or an
independent  third  party  escrow  agent  (such as a  national  title  insurance
company) for such  demolition  and removal,  and (3) this consent shall not give
rise  to  any  obligation  of  the  undersigned   with  respect  to  any  matter
contemplated  in the  Agreement or  otherwise,  and (4) this consent shall in no
wise constitute a waiver, release or other defense to any right or remedy of the
undersigned  against AGU or Tarragon  arising out of any  agreements  between or
among  them.  Notwithstanding  the  foregoing,  (i) if  the  first  mortgage  is
satisfied and  discharged  prior to any Repairs or demolition,  the  undersigned
shall have no rights or benefits set forth in the Agreement or this Consent, and
(ii) if neither  AGU nor  Tarragon  perform  their  obligations  as set forth in
Section 3 of the Agreement, and the CITY receives the $350,000 for demolition as
contemplated in Section 4 of the Agreement,  then Tarragon shall have no further
obligations to the undersigned with respect to the Agreement or this Consent.


                                       12
<PAGE>

WITNESSES:

CHARLEY ZECHES, as Trustee of Lakes Holding Trust, U/A, dated July 26, 2001

_______________________________________________
CHARLEY ZECHES, Trustee


                                       13
<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

PARCELS A AND B OF TRICITY PLAT,  ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT
BOOK 90,  AT PAGE 49,  PUBLIC  RECORDS  OF  BROWARD  COUNTY,  FLORIDA,  LESS THE
RIGHT-OF-WAY  FOR  NORTHWEST  31ST AVENUE,  TOGETHER WITH PARCELS B AND C OF THE
PLAT OF SOMERSET PLAZA,  ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK
111, PAGE 19, OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA.

LESS THE FOLLOWING DESCRIBED PARCEL:

LANDS  CONVEYED TO BROWARD  COUNTY BY THAT  WARRANTY  DEED  RECORDED IN OFFICIAL
RECORDS  BOOK  8986,  PAGE 665,  BEING A PORTION  OF  PARCEL  A,  TRICITY  PLAT,
ACCORDING  TO THE PLAT  THEREOF,  AS  RECORDED  IN PLAT BOOK 90, PAGE 49, OF THE
PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, DESCRIBED AS FOLLOWS:

THE EAST 4.00 FEET OF PARCEL A OF TRICITY  PLAT,  AS  RECORDED  IN PLAT BOOK 90,
PAGE 49, PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA, LESS THE FOLLOWING DESCRIBED
PARCEL:

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL A, THENCE ON AN ASSUMED BEARING
OF SOUTH 89 (0)35'59"  WEST ALONG THE NORTH LINE OF SAID PARCEL A, A DISTANCE OF
7.00 FEET TO A POINT OF  INTERSECTION  WITH THE WEST LINE OF THAT CERTAIN  SEVEN
(7) FOOT ROAD AND UTILITY  EASEMENT  SHOWN ON SAID  TRICITY  PLAT;  THENCE SOUTH
01(0)03'31"  EAST ALONG THE WEST LINE OF SAID  EASEMENT,  A  DISTANCE  OF 156.59
FEET; THENCE SOUTH 02(0)29'27" EAST ALONG THE WESTERLY LINE OF SAID EASEMENT,  A
DISTANCE OF 120.03 FEET TO A POINT OF INTERSECTION WITH A LINE OF 4.00 FEET WEST
OF AND PARALLEL  WITH THE EAST LINE OF SAID PARCEL A; THENCE  NORTH  89(0)56'29"
EAST,  A  DISTANCE  OF 4.00 FEET TO A POINT ON THE EAST  LINE OF SAID  PARCEL A,
THENCE NORTH  01(0)03'31"  WEST ALONG THE EAST LINE OF SAID PARCEL A, A DISTANCE
OF 276.50 FEET TO THE NORTH LINE OF SAID PARCEL A AND THE POINT OF BEGINNING.

ALSO LESS THE FOLLOWING DESCRIBED PARCEL:

LANDS CONVEYED TO THE STATE OF FLORIDA  DEPARTMENT OF TRANSPORTATION BY WARRANTY
DEED  RECORDED JUNE 12, 1997 IN OFFICIAL  RECORDS BOOK 26563,  AT PAGE 69 (A/K/A


                                       14
<PAGE>

PARCEL 100) BEING A PARCEL OF LAND LYING IN PARCEL C SOMERSET  PLAZA,  ACCORDING
TO THE PLAT  THEREOF,  AS  RECORDED  IN PLAT  BOOK 111,  PAGE 19, OF THE  PUBLIC
RECORDS OF BROWARD  COUNTY,  FLORIDA,  LYING IN SECTION  30,  TOWNSHIP 49 SOUTH,
RANGE 42 EAST, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING  AT THE SOUTHEAST  CORNER OF SAID PARCEL C; THENCE NORTH  01(0)05'11'
WEST ALONG THE EAST LINE OF SAID PARCEL C, A DISTANCE OF 1231.09 FEET TO A POINT
ON A LINE  THAT IS 60.00  FEET  SOUTH  OF, AS  MEASURED  AT RIGHT  ANGLES TO AND
PARALLEL  WITH THE NORTH LINE OF SAID  SECTION 30, SAID POINT BEING THE POINT OF
BEGINNING;  THENCE SOUTH 89(0)34'26" WEST ALONG SAID SOUTH  RIGHT-OF-WAY LINE, A
DISTANCE OF 157.74 FEET; THENCE SOUTH 89(0)17'07" EAST DEPARTING FROM SAID LINE,
A DISTANCE OF 9.04 FEET;  THENCE  SOUTH  78(0)01'06"  EAST,  A DISTANCE OF 51.29
FEET;  THENCE NORTH 89(0) 34'26" EAST, A DISTANCE OF 98.74 FEET TO THE EAST LINE
OF SAID PLAT;  THENCE NORTH 01(0)05'11" WEST ALONG SAID EAST LINE, A DISTANCE OF
11.22 FEET TO THE POINT OF  BEGINNING.  SAID LANDS  SITUATE,  LYING AND BEING IN
BROWARD COUNTY, FLORIDA.

ALSO LESS THE FOLLOWING DESCRIBED PARCEL:

LANDS  CONVEYED TO BROWARD  COUNTY IN THAT  WARRANTY  DEED  RECORDED IN OFFICIAL
RECORDS  BOOK  14581,  PAGE 807,  BEING A PORTION  OF  PARCEL A,  TRICITY  PLAT,
ACCORDING TO THE PLAT THEREOF,  RECORDED IN PLAT BOOK 90, PAGE 49, OF THE PUBLIC
RECORDS OF BROWARD COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE  SOUTHWEST  CORNER OF SAID PARCEL A; THENCE NORTH 89 (0)21'47"
EAST,  ALONG  THE  SOUTH  LINE OF SAID  PARCEL A,  251.22  FEET ;  THENCE  NORTH
44(0)09'21" EAST, CONTINUING ALONG SAID SOUTH LINE 29.85 FEET TO AN INTERSECTION
WITH THE WEST  RIGHT-OF-WAY  LINE OF  NORTHWEST  31ST  AVENUE,  AS  RECORDED  IN
OFFICIAL  RECORDS BOOK 8986,  PAGE 665, OF THE PUBLIC RECORDS OF BROWARD COUNTY,
FLORIDA, THENCE NORTH 01(0)03'05" WEST, ALONG SAID WEST RIGHT-OF-WAY 316.33 FEET
TO THE POINT OF BEGINNING,  THENCE SOUTH  88(0)56'55"  WEST, 12.00 FEET,  THENCE
NORTH  01(0)03'05"  WEST ALONG A LINE 12.00 FEET WEST OF AND PARALLEL  WITH SAID
WEST  RIGHT-OF-WAY  LINE, 237.16 FEET; THENCE NORTH 05(0)47'29" EAST 100.72 FEET
TO AN INTERSECTION  WITH SAID WEST  RIGHT-OF-WAY  LINE, THENCE SOUTH 01(0)03'05"
EAST, ALONG SAID WEST RIGHT-OF-WAY  LINE, 337.16 FEET TO THE POINT OF BEGINNING,
SAID LANDS LYING IN THE CITY OF LAUDERDALE LAKES, BROWARD COUNTY, FLORIDA.


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<PAGE>

                                    EXHIBIT B

                              NOTICES OF VIOLATIONS

Case No. 0509-0014,  0509-2036 and 0509-2037, 0509-2063, 0509-2062 and 0509-2064


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<PAGE>

                                    EXHIBIT C

                                  ENCUMBRANCES

1.       All assessments  and taxes for the year 2005 and all subsequent  years,
         which are not yet due and payable.

2.       Restrictions  (deleting  therefrom  any  restrictions   indicating  any
         preference,   limitation  or  discrimination   based  on  race,  color,
         religion,   sex,   handicap,   familial  status  or  national  origin),
         covenants, easement(s), setback(s), if any, as may be shown on the Plat
         of "TRICITY  PLAT"  recorded in Plat Book 90, Page(s) 49, of the Public
         Records of Broward County, Florida.

3.       Easement  in favor of  Florida  Power and  Light  Company  recorded  in
         Official  Records Book 8878, Page 713, of the Public Records of Broward
         County, Florida (within Tricity Plat).

4.       Restrictions  (deleting  therefrom  any  restrictions   indicating  any
         preference,   limitation  or  discrimination   based  on  race,  color,
         religion,   sex,   handicap,   familial  status  or  national  origin),
         covenants, easement(s), setback(s), if any, as may be shown on the Plat
         recorded in Plat Book 111, Page(s) 19, of the Public Records of Broward
         County, Florida.

5.       Easement in favor of Southern  Bell  Telephone  and  Telegraph  Company
         recorded  in  Official  Records  Book  14518,  Page 537,  of the Public
         Records of Broward County, Florida (within Tricity Plat).

6.       Easement  granted to Broward County  recorded in Official  Records Book
         16123,  Page 506,  of the Public  Records of  Broward  County,  Florida
         (within Somerset Plat).

7.       Easement by and between Rausman  Venturer,  Inc., and Landall Venturer,
         Inc.  first  Party,  and  Midland  at  Somerset,  Inc.  and  Landall at
         Somerset, Inc. d/b/a Somerset at Lauderdale Lakes, recorded in Official
         Records Book 7842,  Page 528, of the Public Records of Broward  County,
         Florida.

8.       Access  easement  as to  Parcel B  (Somerset  Drive)  reserved  in that
         certain Warranty Deed filed under Clerk's File No.  73-30116,  recorded
         in  Official  Records  Book 5161,  Page 325,  of the Public  Records of
         Broward County,  Florida;  as may be affected by Disclaimer of interest
         filed in Official Records Book 7842, Page 545, of the Public Records of
         Broward County, Florida.

9.       Terms and provisions of that  Indemnification  Agreement  under Clerk's
         File No.  89-23332,  in Official  Records Book 16123,  Page 523, of the
         Public  Records of Broward  County,  Florida,  additionally  evidencing
         "chain link gates" over utility easement (within Somerset Plat).


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<PAGE>

10.      Easement  recorded in Official  Records Book 40246,  Page 1631,  of the
         Public Records of Broward County, Florida (within Somerset Plat).

11.      Subject to first mortgage in favor of Charley Zeches in her capacity as
         Trustee of Lakes Holding Trust U/A dated July 26, 2001,  dated December
         20, 2004  recorded  December  27, 2004 in Official  Records Book 38764,
         Page 1973 in the amount of  $7,000,000.00  and Notice of  Limitation of
         Future Advances in Official  Records Book 38765,  Page 1, of the Public
         Records of Broward County, Florida (Somerset and Tricity).

12.      Assignment of Rents,  Leases and Deposits  recorded in Official Records
         Book 38765,  Page 5, of the Public Records of Broward  County,  Florida
         (Somerset and Tricity).

13.      Financing  Statement  recorded in Official Records Book 38765, Page 18,
         of  the  Public  Records  of  Broward  County,  Florida  (Somerset  and
         Tricity).

14.      Subject to second mortgage in favor of Mitchell  Entertainment Corp., a
         Delaware Corporation dated December 20, 2004 recorded December 27, 2004
         in Official Records Book 38765, Page 127 in the amount of $3,000,000.00
         (Somerset and Tricity).

15.      Assignment of Rents,  Leases and Deposits  recorded in Official Records
         Book 38765, Page 161, of the Public Records of Broward County,  Florida
         (Somerset and Tricity).

16.      Financing Statement recorded in Official Records Book 38942, Page 1169,
         of  the  Public  Records  of  Broward  County,  Florida  (Somerset  and
         Tricity).

17.      Matters shown on survey dated November 11, 2004,  Project No. 120.01-04
         prepared  by AWN  Design  and  Consulting  Group,  Inc.,  disclose  the
         following: CBS wall located of the property at the Northeast portion of
         the property;  a concrete wall located partially off the property along
         to the  South  boundary  of the  property  and the sign and part of the
         planter  are located off the  property at the  Northwest  corner of the
         property.


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