REGAN HOLDING CORP
EXHIBIT 10(S)
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>p19739_ex10s.txt
<DESCRIPTION>EXHIBIT 10(S)
<TEXT>

                                                                   Exhibit 10(s)

                                                 November 14, 2005

VIA FACSIMILE

Regan Holding Corp.
2090 Marina Ave.
Petaluma, California 94954
Attn:  Mr. Michael Cairns

Re:  That certain improved real property  commonly known as 2084 Lakeville Blvd.
     - 2090 Marina Ave. in Petaluma, California

Dear Michael:

     Reference is made to that  certain  Agreement of Purchase and Sale dated as
of July 25,  2005,  entered  into  between  Regan  Holding  Corp.,  a California
corporation  ("Seller"),  and Basin Street Properties,  a California corporation
("Buyer"),  as amended  by those  certain  side  letter  agreements  dated as of
September ___, 2005, October 21, 2005, October 31, 2005 and November 7, 2005 (as
amended, the "Agreement").

     Pursuant to the Agreement, Seller agreed to sell to Buyer, and Buyer agreed
to purchase from Seller, the above-referenced  property.  Capitalized terms used
herein and not defined  herein shall have the same  meanings as set forth in the
Agreement.

     Buyer and Seller hereby modify the Agreement as follows:

     1. Purchase Price.  The Purchase Price is reduced from Thirteen Million One
Hundred  Thousand  Dollars  ($13,100,000)  to Twelve Million Seven Hundred Fifty
Thousand Dollars ($12,750,000).

     2.  Lease.  The form of the Lease is  revised  to (i)  reduce  the  initial
monthly  rent from $1.30 per rentable  square foot to $1.25 per rentable  square
foot and (ii)  provide for Tenant to pay to Landlord  advance rent in the amount
of $979,652.16  (i.e.,  an amount equal to the total amount of the base rent and
estimated  taxes and  operating  expenses  due for the first nine full  calendar
months  of the  term of the  Lease)  (hereinafter  referred  to as the  "Advance
Rent").  The form of the Lease attached as Exhibit D to the Lease is deleted and
the form of the Lease attached hereto is substituted in place thereof.

     3.  Advance  Rent.  At Close of Escrow,  Escrow  Holder  shall  deliver the
Advance Rent to Buyer to be  deposited  into an account  designated  by Buyer or
Buyer's lender.

     Except as expressly  modified  hereby,  the Agreement is unmodified  and in
full force and effect.

     Please  execute  this  letter  agreement  in the  space  provided  below to
evidence  your  acceptance of the terms of this letter  agreement,  and return a

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fully executed copy of this letter agreement to me. This letter agreement may be
executed  in one or  more  counterparts,  and  all  of  the  counterparts  shall
constitute but one and the same agreement.

                                           Sincerely,

                                              BASIN STREET PROPERTIES,
                                              a California corporation

                                              By: /s/ Matthew T. White
                                                  ------------------------
                                                  Matthew T. White
                                                  President

AGREED AND ACCEPTED:
--------------------

REGAN HOLDING CORP., a California corporation

By:   /s/ John W. Abbott
     ------------------------
     Name:  John W. Abbott
          ------------------------
     Its: Chief Information Officer
          ------------------------

By:
   -------------------------------
     Name:
           -----------------------
     Its:
              --------------------

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