Exhibit 10.9

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PREPARED  BY/RECORD AND RETURN TO: Conrad J. Boyle,  Esquire,  Mombach,  Boyle &
Hardin, P.A., 500 East Broward Boulevard,  Suite 1950, Fort Lauderdale,  Florida
33394.
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         THIS  INSTRUMENT  MODIFIES  THAT  CERTAIN  MORTGAGE  DEED AND  SECURITY
         AGREEMENT  EXECUTED BY MORTGAGOR IN FAVOR OF MORTGAGEE  DATED  DECEMBER
         20,  2004,  RECORDED ON DECEMBER  27,  2004,  IN OFFICIAL  RECORDS BOOK
         38764, PAGE 1973 OF THE PUBLIC RECORDS OF BROWARD COUNTY,  FLORIDA, AND
         REFLECTS  A FUTURE  ADVANCE  IN THE  AMOUNT  OF TWO  HUNDRED  AND FIFTY
         THOUSAND DOLLARS ($250,000.00),  SUCH THAT DOCUMENTARY STAMP TAX IN THE
         AMOUNT  OF  EIGHT  HUNDRED  AND  SEVENTY-FIVE   DOLLARS  ($875.00)  AND
         INTANGIBLE TAX IN THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00) IS BEING
         PAID ON SAID  INDEBTEDNESS  WITH THE  RECORDATION OF THIS INSTRUMENT IN
         BROWARD COUNTY, FLORIDA.

                         RECEIPT FOR FUTURE ADVANCE AND
                         MORTGAGE MODIFICATION AGREEMENT

         THIS  RECEIPT FOR FUTURE  ADVANCE AND MORTGAGE  MODIFICATION  AGREEMENT
("Agreement") is made and entered into as of the _____ day of October,  2005, by
and between AGU ENTERTAINMENT  CORP., a Delaware  corporation,  whose address is
3200 West  Oakland  Park Blvd,  Lauderdale  Lakes,  Florida  33311  (hereinafter
referred to as "Mortgagor")  and CHARLEY  ZECHES,  in her capacity as Trustee of
LAKES HOLDING TRUST U/A dated July 27, 2001,  whose address is 521 East Las Olas
Boulevard, Florida 33301, its successors and assigns (hereinafter referred to as
"Mortgagee").

                              W I T N E S S E T H:

         WHEREAS, Mortgagee made and effectuated that certain loan to Mortgagor,
as evidenced by the execution and delivery by Mortgagor in favor of Mortgagee of
that certain  Promissory Note in the principal amount of $7,000,000.00 (the "7MM


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Note").  The 7MM Note is  secured by that  certain  Mortgage  Deed and  Security
Agreement  executed by Mortgagor in favor of Mortgagee  dated  December 20, 2004
and recorded in Official Records Book 38764,  Page 1973 of the Public Records of
Broward  County,  Florida  (the  "Original  Mortgage").  The 7MM Note is further
secured by the following documents:

         A. That certain  Assignment of Rents,  Leases and Deposits  executed by
Mortgagor in favor of Mortgagee dated December 20, 2004 and recorded in Official
Records Book 38765, Page 5 of the Public Records of Broward County, Florida (the
"Assignment").

         B. That certain Subordination  Agreement dated December 20, 2004 by and
between  Mortgagor,  Mortgagee and Mitchell  Entertainment  Company,  a Delaware
limited liability Company ("Mitchell") (the "Original Subordination Agreement")

         C. That  certain  UCC-1  Financing  Statement  recorded on December 27,
2004,  in  Official  Records  Book 38765,  Pages 18-24 of the Public  Records of
Broward  County,  Florida  and  that  certain  UCC-1  filed  with  the  Delaware
Department of State on January 27, 2005, under File No. 5032949 1 (collectively,
the Financing Statements").

The 7MM Note, the Original Mortgage, the Assignment,  the Original Subordination
Agreement and the Financing Statements,  together with any related documentation
executed in connection  with the loan evidenced by the 7MM Note are  hereinafter
collectively  referred to as the "Original Loan Documents",  which Original Loan
Documents currently encumber certain real property owned by Mortgagor located in
Broward County,  Florida, as more particularly  described on Exhibit "A" annexed
hereto and made a part hereof (the "Property" or the "Mortgaged Property"); and


         WHEREAS,  Mortgagor  has  applied  to  Lender to  provide  for a future
advance under the Original  Mortgage in the amount of  $250,000.00  (the "Future
Advance"); and

         WHEREAS, Lender is agreeable to allowing Mortgagor to obtain the Future
Advance,  as evidenced by the 250M Note (as defined herein),  in accordance with
the terms and provisions set forth herein; and

         WHEREAS, Mortgagee and Mortgagor have agreed to enter into this Receipt
for Future  Advance and Mortgage  Modification  Agreement  provided the Original
Loan Documents remain in a first priority security position and further provided
the 7MM Note and the Original Mortgage are modified in accordance with the terms
and provisions set forth herein.

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
agreements  set forth  herein and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties do hereby
agree as follows:


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         1. Preamble.  The above and foregoing  preamble is  acknowledged by the
parties to be true and correct and is incorporated herein by reference.

         2. Future Advance.  It is acknowledged  that  simultaneously  herewith,
Mortgagor has borrowed the additional sum of $250,000.00  from Mortgagee,  under
and  pursuant  to the terms of that  certain  Promissory  Note in the  principal
amount of $250,000.00,  dated of even date herewith and executed by Mortgagor in
favor of  Mortgagee  (the "250M  Note").  The 250M Note is made  pursuant to the
terms and  provisions  of the Original  Mortgage,  as modified  herein,  and the
additional  sum evidenced  thereby shall be and is fully secured by the Original
Mortgage and the Original Loan Documents, as modified herein, all of which shall
provide  Mortgagee  with a first  priority  lien and  security  interest  in the
Mortgaged Property,  except as set forth in that certain Subordination Agreement
dated as of even date  herewith  by and  among  Mortgagor,  Mortgagee,  Mitchell
Entertainment  Company, a Delaware  corporation  ("Mitchell") and Tarragon South
Development  Corp.,  a  Nevada  corporation   ("Tarragon")  (the  "Subordination
Agreement").

         3.  Continuation  of Prior Debt. This Agreement does not constitute the
extinguishment  of the debt evidenced by the 7MM Note or secured by the Original
Mortgage nor does it in any way affect or impair the lien or  enforceability  of
the Original  Mortgage,  as modified  herein,  or any other of the Original Loan
Documents,   as   amended   herein   (or   in   other   documentation   executed
contemporaneously  herewith),  which lien is a valid and existing (i) first lien
on the Mortgaged  Property and shall secure the entire principal balance of, and
all  payments  due and  owing  under  the 7MM Note and  (ii)  third  lien on the
Mortgaged  Property  and shall secure the entire  principal  balance of, and all
payments due and owing under the 250M Note.

         4. Reaffirmation of the Original Loan Documents.  Mortgagor does hereby
agree that all, each and every of the terms,  covenants and conditions set forth
in the Original Loan Documents  which are not  inconsistent  herewith are hereby
expressly confirmed, ratified and declared to be in full force and effect and to
the extent applicable are hereby restated as if made as of the date hereof.

         Mortgagor does hereby  unconditionally  reaffirm all of its obligations
under  the 7MM  Note  and the  other  Original  Loan  Documents  such  that  all
affirmative covenants set forth therein are hereby restated as if made as of the
date hereof, and, reaffirms that such documentation is in full force and effect,
as modified herein.

         Mortgagor  acknowledges  and confirms that any and all  obligations  of
Mortgagee  under the Original Loan  Documents,  to date, have been fully met and
that  there  have been no  defaults  or  actions  which  lead or may lead to any
default or any event of  default by  Mortgagee  under any of the  Original  Loan
Documents   with  the  exception  of  the  "Stated  Facts"  as  defined  in  the


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Subordination  Agreement.  Mortgagor  further warrants and represents that there
are no  defenses,  setoffs,  claims or  counterclaims  which  could be  asserted
against  Mortgagee,  or, the  obligation  of Mortgagor  to pay to Mortgagee  the
payments  due and owing under the 7MM Note and/or the  Original  Loan  Documents
when and as the same become due and payable. Mortgagor does hereby waive any and
all claims that  Mortgagor may have against  Mortgagee,  through the date of the
execution of this Agreement.

         5. Release or Satisfaction of the Mortgage.  Mortgagor acknowledges and
agrees  that  Mortgagee  shall have no  obligation  to  release  or satisfy  the
Original Mortgage,  as modified herein, until the indebtedness  evidenced by the
7MM Note and the 250M Note and all sums due and payable  under the Original Loan
Documents have been paid in full to Mortgagee.

         6.  Representations  and Warranties.  Mortgagor  hereby  represents and
warrants to Mortgagee as follows:

         A. The execution of this Agreement has been duly authorized.

         B. Mortgagor is duly organized,  validly  existing and in good standing
         under  the laws of the  state  of  Delaware  and has (i) all  necessary
         licenses,  authorizations,  registrations  and  approvals and (ii) full
         power  and  legal  authority  to  own  its  properties,  carry  on  its
         businesses  in the State of  Florida  and  engage  in the  transactions
         contemplated  by the  Original  Mortgage,  as  modified  herein and the
         Original Loan Documents.

         C. With the exception of the Stated Facts, there are no suits,  actions
         or  proceedings  pending  (nor, to the knowledge of Mortgagor are there
         any actions, suits or proceedings  threatened) against Mortgagor or any
         of its  properties in any court or before any arbitrator of any kind at
         law or before or by any  governmental  or  non-governmental  body which
         would  materially  adversely  affect  the  Mortgaged  Property  or  the
         financial condition of Mortgagor.

         D. All  financial  documentation  heretofore  delivered to Mortgagee is
         true,  accurate  and  complete  in  all  material  respects,  as of the
         effective date thereof.

         E. No bankruptcy or insolvency  proceedings are pending or contemplated
         by or against  Mortgagor,  and there have been no  charges,  pledges or
         hypothecations  respecting  Mortgagor  or of any  interest in Mortgagor
         which could adversely affect any of the transactions contemplated under
         this Agreement.

         F. All information,  reports, financial documentation,  papers and data
         given to Mortgagee with respect to Mortgagor, or the Mortgaged Property
         are accurate in all material  respects  insofar as completeness  may be
         necessary in order to give  Mortgagee a true and accurate  knowledge of
         the subject matter.

         G. There are no mechanics or other  statutory liens (with the exception
         of 2005 real estate taxes which are not yet due and owing)  against the


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         Mortgaged  Property and there are no unpaid bills or claims outstanding
         for  labor  or  materials   incident  to  the   construction,   repair,
         renovating,  excavating or improving of the Mortgaged Property,  except
         normal ongoing trade payables relating to the current  construction and
         trade payables relating to maintenance of the Mortgaged Property,  none
         of which are more than thirty (30) days past due.

         7.  Expenses of  Transaction.  Mortgagor  shall  promptly pay all fees,
costs,  expenses and  disbursements  of  Mortgagee  and  Mortgagee's  counsel in
connection  with the  preparation,  execution,  delivery and performance of this
Agreement  and in  connection  with all  negotiations  relating to the Mortgaged
Property and this Agreement,  including, without limitation,  documentary stamps
and intangible tax (recurring  and  non-recurring)  on the 250M Note.  Mortgagor
shall and hereby does indemnify and hold Mortgagee  harmless  against  liability
for the payment of all state documentary  stamp taxes or other taxes,  including
interest  and  penalties,  if any,  which may be  determined  to be payable with
respect to the  execution  and  delivery  of this  Agreement  and the 250M Note.
Mortgagor  acknowledges  that it has participated with Mortgagee in establishing
the structure of this transaction and it has independently determined the amount
of documentary stamp and other taxes due in connection  herewith.  Mortgagor has
not relied upon any  representation  of Mortgagee or its counsel in  calculating
the  amount  of such  taxes,  and  Mortgagor  shall  be  liable  for  all  state
documentary  stamp tax and other taxes (including  interest and penalties) which
may be due in connection  with the  transactions  contemplated in this Agreement
with regard to the  execution and delivery of the 7MM Note and 250M Note and any
renewal,  modification  or extension  thereof,  and,  Mortgagor also  authorizes
Mortgagee to pay any of such taxes. The provisions of this section shall survive
the repayment of the Indebtedness, the satisfaction of the Original Mortgage, as
modified herein, and the termination of the Original Loan Documents.

         8.  Lien  Priority.  Mortgagor  hereby  represents  and  warrants  unto
Mortgagee that the Mortgage constitutes a valid and existing first lien upon the
Mortgaged Property.

         9.  Captions.  The captions of this Agreement are for  convenience  and
reference  only and in no way  define,  describe,  extend  or limit the scope of
intent of this Agreement or the intent of any provision hereof.

         10.  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefits of the heirs, executors,  administrators,  successors, and
permitted assigns of the respective parties hereto.

         11.  Modification.  This  Agreement  may be  modified  only by  written
modification hereto.

         12. Entire Agreement.  This Agreement  constitutes the entire agreement
between  the  parties  hereto,  as to the  subject  matter  hereof  and shall be
interpreted in accordance with the laws of the State of Florida.


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         13.  WAIVER AND  RELEASE.  AS A MATERIAL  INDUCEMENT  FOR  MORTGAGEE TO
EXECUTE THIS AGREEMENT,  AND TO MAKE THE FUTURE  ADVANCE,  MORTGAGOR DOES HEREBY
RELEASE,  WAIVE,  DISCHARGE,  COVENANT NOT TO SUE,  ACQUIT,  SATISFY AND FOREVER
DISCHARGE MORTGAGEE, ITS OFFICERS, DIRECTORS,  EMPLOYEES,  ATTORNEYS, AGENTS AND
ITS OR THEIR AFFILIATES AND ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, OFFSETS,
COUNTERCLAIMS,  DEFENSES,  ACTIONS,  CAUSES  OF  ACTION,  SUITS,  CONTROVERSIES,
AGREEMENTS,  PROMISES  AND  DEMANDS  WHATSOEVER  IN LAW OR IN  EQUITY  WHICH THE
MORTGAGOR  EVER HAD,  NOW HAS,  OR WHICH ANY  SUCCESSOR  OR ASSIGN OF  MORTGAGOR
HEREAFTER CAN,  SHALL OR MAY HAVE AGAINST  MORTGAGEE,  ITS OFFICERS,  DIRECTORS,
EMPLOYEES,  ATTORNEYS AND AGENTS,  AND ITS OR THEIR  AFFILIATES AND ASSIGNS WITH
REGARD TO THE ORIGINAL MORTGAGE AND THE INDEBTEDNESS SECURED THEREBY,  FOR, UPON
OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER,  AS TO CLAIMS EXISTING AS
OF THIS DATE,  INCLUDING,  WITHOUT LIMITATION,  THE INDEBTEDNESS OF THE 7MM NOTE
AND  THE  ORIGINAL  LOAN  DOCUMENTS.  MORTGAGOR  FURTHER  EXPRESSLY  AGREES  AND
ACKNOWLEDGES  THAT THE  FOREGOING  RELEASE AND WAIVER IS INTENDED TO BE AS BROAD
AND INCLUSIVE AS PERMITTED BY THE LAWS OF THE STATE OF FLORIDA.  IN ADDITION TO,
AND WITHOUT  LIMITING THE GENERALITY OF THE FOREGOING,  AND IN  CONSIDERATION OF
MORTGAGEE'S  AGREEMENT TO MAKE THE FUTURE ADVANCE AND TO EXECUTE THIS AGREEMENT,
MORTGAGOR COVENANTS WITH AND WARRANTS UNTO MORTGAGEE,  ITS OFFICERS,  DIRECTORS,
EMPLOYEES,  ATTORNEYS,  AGENTS  AND ITS OR THEIR  AFFILIATES  AND  ASSIGNS  THAT
THROUGH  THE DATE OF THE  EXECUTION  OF THIS  AGREEMENT,  THERE EXIST NO CLAIMS,
COUNTERCLAIMS,  DEFENSES,  OBJECTIONS,  OFFSETS  OR  CLAIMS OF  OFFSETS  AGAINST
MORTGAGEE OR THE OBLIGATION OF MORTGAGOR TO PAY THE  INDEBTEDNESS  DUE UNDER THE
7MM NOTE,  THE 250M NOTE OR UNDER THE ORIGINAL LOAN  DOCUMENTS TO MORTGAGEE WHEN
AND AS THE SAME BECOMES DUE AND PAYABLE AND MORTGAGOR  HEREBY  EXPRESSLY  WAIVES
AND RELEASES ANY AND ALL CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR
CLAIMS OF OFFSETS AGAINST  MORTGAGEE ARISING AT ANY TIME THROUGH THE DATE HEREOF
WITH REGARD TO SUCH INDEBTEDNESS OR ANY PART THEREOF.

WAIVER  OF JURY  TRIAL.  MORTGAGOR  AND  MORTGAGEE  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  COLLECTIVELY  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 MORTGAGE OR THE LOAN  DOCUMENTS OR


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ANY INSTRUMENT  EVIDENCING,  SECURING OR RELATING TO THE  INDEBTEDNESS  OR OTHER
OBLIGATIONS  SECURED HEREBY OR ANY RELATED  AGREEMENT OR  INSTRUMENT,  ANY OTHER
COLLATERAL FOR THE INDEBTEDNESS  SECURED HEREBY OR ANY COURSE OF ACTION,  COURSE
OF DEALING,  STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS  RELATING TO THE
LOAN  EVIDENCED BY THE 7MM NOTE,  THE 250M NOTE OR TO THE  ORIGINAL  MORTGAGE AS
MODIFIED BY THIS AGREEMENT.  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, EXCEPT FOR MANDATORY JOINDERS. 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.  MORTGAGEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO
MORTGAGOR OR ANY OTHER PARTY THAT THE  PROVISIONS OF THIS  PARAGRAPH WILL NOT BE
FULLY ENFORCED IN ALL INSTANCES.

         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
the day and year first above written.


________________________________                 AGU ENTERTAINMENT CORP., a
Print Name: ____________________                 Delaware corporation

                                                 By:    ________________________
________________________________                        David Levy, President
Print Name:_____________________


STATE OF FLORIDA
COUNTY OF _________________

         The foregoing instrument was acknowledged before me this _______ day of
October,  2005,  David Levy, as President of and on behalf of AGU  ENTERTAINMENT
CORP.,  a  Delaware  corporation,  who  ____ is  personally  known to me or ____
produced his driver's 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 Agreement)


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