Exhibit 10.71

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                             SUBORDINATION AGREEMENT

     This  Agreement,  dated as of January 27,  1997,  is made between and among
Peaches  Entertainment  Corp.  ("Peaches");  URT Industries,  Inc. ("URT");  and
Universal Music and Video Distribution,  Inc.  ("Universal").  URT and Universal
may be referred to as the "Creditors."  Capitalized  terms not otherwise defined
herein  shall  have the  same  meanings  ascribed  to them in  Peaches'  plan of
reorganization (the "Plan"),  confirmed by order of the United States Bankruptcy
Court for the Southern  District of Florida  (case number  96-20153-BKC-RBR)  on
January 27, 1997.

     WHEREAS:

     A. Peaches has incurred obligations, and may in the future incur additional
obligations,  to the Creditors  under the Allowed Claim Note,  the URT Note, the
Peaches-URT  Reimbursement  Agreement  and  under any  Post-confirmation  Credit
extended  to  Peaches  (collectively,  the  "Obligations").   "Post-confirmation
Credit" shall mean credit  extended,  subsequent  to the  Effective  Date of the
Plan,  by  Universal  to Peaches  for the  purchase  of product by Peaches  from
Universal.

     B. Peaches also has granted to the Creditors certain security  interests to
secure payment of the  Obligations to the Creditors.  Each Creditor has filed or
may file financing statements under the Uniform Commercial Code.

     C. The  Creditors  desire  to agree as to the  relative  priority  of their
respective  claims and interests with respect to both payment of the Obligations
to them and the  security  interests  granted  to them by Peaches  securing  the
Obligations.

     D. Pursuant to the Plan:

          i. Peaches has executed  and  delivered to Universal an Allowed  Claim
     Note, in an amount equal to  Universal's  Allowed  Claim,  less the Initial
     Payment made to Universal on account of its Allowed Claim.

          ii. Peaches has granted to Universal, to secure the Obligation's owing
     to  Universal  under  Universal's  Allowed  Claim  Note and any  obligation
     arising under the  extension of  Post-confirmation  Credit by Universal,  a
     security  interest  solely in inventory that was originally  distributed by
     Universal and is held and owned by Peaches, and all proceeds thereof.  (The
     inventory sold by Universal to Peaches shall  hereinafter be referred to as
     "Universal's Inventory.")



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          iii.  Peaches has executed and delivered to URT a promissory note (the
     "URT Note") evidencing the Effective Date Deficiency Advance made by URT to
     Peaches.

          iv. URT has guaranteed Peaches' payment Obligations to Universal under
     the Allowed Claim Notes,  but not any of the  obligations  arising from the
     extension of  Post-confirmation  Credit (the "URT Guarantee"),  and Peaches
     has agreed to reimburse  URT for any payments  that URT is required to make
     to  the  Universal   pursuant  to  the  URT  Guarantee  (the   "Peaches-URT
     Reimbursement Agreement").

          v.  Peaches has  granted to URT,  to secure the URT Note and  Peaches'
     obligations to URT under the  Peaches-URT  Reimbursement  Agreement,  inter
     alia, a security interest in Universal's  Inventory and all other inventory
     of Peaches (such other inventory being, "Peaches' Other Inventory").

          vi. Peaches and URT have entered into a Subordination  Agreement dated
     January 27, 1997 with BMG  Distribution,  Sony Music  Entertainment,  Inc.,
     Polygram Group Distribution,  Warner/Elektra/Atlantic  Corp., and EMI Music
     Distribution (collectively,  the "Majors") and Alliance Entertainment Corp.
     ("Alliance").

     NOW,  THEREFORE,  in  consideration  of the premises and the agreements set
forth hereinbelow, the parties agree as follows:

     1. Peaches and the Creditors agree that,  solely during any period in which
an Event of Default  exists under clauses (i),  (iv), (v) or (vi) of the Allowed
Claim Note or an event of default  exists under  substantially  similar terms of
any  Post-confirmation  Credit  extension  or  if  any  Allowed  Claim  Note  or
obligation arising from the extension of Post-confirmation  Credit has been duly
accelerated   (any  of  such   events  or   acceleration   being  an  "Event  of
Subordination"),  Peaches  shall not make to URT,  and URT shall not accept from
Peaches,  any  payment on account of Peaches'  Obligations  to URT under the URT
Note or the  Peaches-URT  Reimbursement  Agreement.  The parties  agree that the
subordination of the URT Note and the Peaches-URT Reimbursement Agreement as set
forth  in the  preceding  sentence  (the  "URT  Subordination"):  (a)  shall  be
triggered only upon the occurrence of any Event of  Subordination,  and not upon
any other  default  under any Allowed Claim Note nor any other default of a term
arising under any  Post-confirmation  Credit  extension,  and (b) shall continue
only so long as such Event of Subordination exists (the "Default

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Period"),  shall  terminate  upon the  curing or  termination  of such  Event of
Subordination,  and  shall  not  affect  in any way (or  require  any  return or
disgorgement,  in whole or in part, of) any payment by Peaches to URT on account
of the URT Note or the Peaches-URT Reimbursement Agreement that is made prior to
or after any Default Period.

     2. URT agrees  that:  (a) it shall not  knowingly  accept or  receive  from
Peaches any payment made by Peaches in contravention  of the URT  Subordination,
and (b) should it,  whether  inadvertently  or otherwise,  accept or receive any
such payment  from  Peaches in  contravention  of the URT  Subordination,  then,
unless the payment  default by Peaches has been cured or the Allowed Claim Notes
and obligations arising under any  Post-confirmation  Credit extension have been
paid in full,  such  payment  shall be held in trust by URT and URT shall pay to
Universal,  the Majors and Alliance the lesser (the "Returned URT Payments") of:
(i)  the  amount  accepted  or  received  by URT  in  contravention  of the  URT
Subordination,  and (ii) the  aggregate  amount of all payments  that are due or
past due under the Allowed  Claim  Notes and the terms of any  Post-confirmation
Credit  extension.  The portion of the Returned URT Payment that Universal shall
be  entitled  to shall equal a  fraction,  the  numerator  of which shall be the
amount of payments in default to Universal and the denominator of which shall be
the  aggregate  amount of the payments in default to  Universal,  the Majors and
Alliance.  The payment to Universal of the Returned URT  Payments,  as set forth
above,  shall be the sole remedy of Universal  against URT for any breach of the
URT  Subordination.  The Obligations of Peaches to URT shall be increased by the
full amount of all Returned URT  Payments,  and the  indebtedness  of Peaches to
Universal  shall be  decreased  by the full amount of the  Returned URT Payments
paid to Universal.

     3.  The URT  Subordination  shall be  applicable  solely  to the URT  Note,
repayments  under  the URT -  Peaches  Reimbursement  Agreement  and any and all
renewals,   enlargements  and  modifications  thereof,  and  not  to  any  other
obligations of Peaches to URT.

     4.  Payments  in  contravention  of the  URT  Subordination  may be made by
Peaches to URT with the express written approval of Universal.

     5.  This  Subordination  Agreement  shall  terminate  on the date  that the
Allowed  Claim Notes and any  obligations  arising  under any  Post-confirmation
Credit extension are paid in full (the "Debt Payment Date"); provided,  however,
that if Universal is required to repay or disgorge any

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payment received on account of the Allowed Claim Notes or any obligation arising
under any Post-confirmation Credit extension, this Subordination Agreement shall
be automatically  reinstated by the parties hereto. This Subordination Agreement
may be terminated prior to the Debt Payment Date only by written notice received
by URT from Universal.

     6. With  respect  to the  security  interests  granted  by  Peaches  to the
Creditors  in  Universal's  Inventory,  the  Creditors  agree  between and among
themselves  that,  irrespective of the time or order of attachment or perfection
of security interests or the time or order of filing of financing  statements or
the giving or failure to give notice of the acquisition or expected  acquisition
of purchase money or other  security  interests,  the security  interest of each
Creditor in Universal's  Inventory ranks and will rank in priority  according to
subsections (a), (b), and (c) of this paragraph 6. Proceeds from any foreclosure
sale,  liquidation  or other  disposition  of, or  realization  upon, any of the
collateral  consisting of  Universal's  Inventory (a  "Collateral  Disposition")
shall be applied in the following manner:

         a.       First,  to the payment of all  reasonable  costs and expenses,
                  including   reasonable   attorneys'  fees,  relating  to  such
                  Collateral  Disposition  incurred by such Creditor  initiating
                  and conducting such Disposition  (the "Collateral  Disposition
                  Expenses").

         b.       Second,  to Universal in an amount equal to the lesser of: (i)
                  the proceeds of  Universal's  collateral,  less the Collateral
                  Disposition  Expenses,  and (ii) all  amounts due and owing to
                  Universal  under  any  Allowed  Claim  Note or any  obligation
                  arising under any  Post-confirmation  Credit extension payable
                  to Universal.

         c.       Third,  to URT until URT is paid in full with  respect  to all
                  obligations of Peaches to URT (whether or not otherwise due or
                  payable),  including  but not  limited to all  Obligations  of
                  Peaches  to  URT  under  the  URT  Note  and  the  Peaches-URT
                  Reimbursement Agreement.

     7. URT shall be  automatically  subrogated  to the rights and  remedies of,
including  but not  limited to the  security  interests  granted by Peaches  to,
Universal  with respect to the full amount of each and every payment made by URT
to Universal pursuant to the URT Guaranty, provided,

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however, that URT shall not be entitled to exercise any rights,  remedies and/or
security  interests to which it is thus  subrogated  until all  indebtedness  of
Peaches to Universal  under the Allowed Claim Notes and any  obligation  arising
under  any   Post-confirmation   Credit   extension   has  been  paid  in  full.
Notwithstanding  anything  contained  in the  preceding  sentence,  URT shall be
permitted to take all lawful action to protect its subrogation rights,  remedies
and security interests.

     8.  Universal  has not been granted a security  interest in Peaches'  Other
Inventory, in Peaches' personal property other than Universal's Inventory, or in
any of Peaches'  real  property.  Peaches has granted to URT a valid,  perfected
first-priority  security  interest  in Peaches'  Other  Inventory  and  Peaches'
personal  property other than Universal's  Collateral,  and has granted to URT a
valid,  perfected mortgage on Peaches' real property.  Nothing contained in this
Agreement,  including but not limited to the URT Subordination,  is intended to,
or shall be  construed  to,  limit or  restrict  or  subordinate  any  rights or
remedies  that URT has or may  hereafter  have:  (a) under its  mortgage  and/or
security  agreements with Peaches  respecting  Peaches Other Inventory,  Peaches
personal property other than Universal's Collateral, and Peaches' real property,
and (b)  with  respect  to the  security  interest  that  URT  has in  inventory
collateral of Universal  following  the full payment of Universal;  all of which
rights and remedies of URT are expressly and fully reserved by URT.

     9. Except as otherwise  specifically  provided  herein,  priority  shall be
determined in accordance with applicable law.

     10. This  Agreement  is solely for the benefit of the  Creditors  and their
successors  or  assigns  and no  other  person  or  persons  (including  without
limitation  any bankruptcy  trustee or other trustee,  receiver or custodian for
Peaches  or any of its  property)  shall have any right,  benefit,  priority  or
interest  under,  or  because  of the  existence  of,  this  Agreement.  Nothing
contained  in  this  Agreement  is  intended  to  affect  or  limit,  in any way
whatsoever,  any security  interest (or any other interest,  lien or claim) that
any of the Creditors may otherwise  have in any or all of the assets of Peaches,
insofar as the rights of Peaches and third parties are concerned.  The Creditors
specifically reserve any and all of their respective rights, security interests,
other  interests,  liens and  claims,  and rights to assert any of the same,  as
against Peaches and any third parties.

     11. Each Creditor  agrees that it will give written  notice to Peaches upon
its  declaration  of a  default  or an event of  default  under  any of the loan
documents relating to Peaches' Obligations

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to it or its acceleration of any of those  Obligations and before giving Peaches
any  instructions  with respect to  Universal's  Inventory or taking any actions
with respect to any of the  collateral  consisting  of  Universal's  Inventory ;
provided,  however, that the failure to provide such notice shall not affect the
respective rights of the parties hereunder. Peaches shall then notify each other
Creditor.

     12.  Peaches  agrees that it will give written notice to Universal upon the
making by Peaches of any payment to URT arising under the URT Note.

     13. Each notice or other  communication  given  hereunder or in  connection
herewith  shall be in writing and shall be sent by first class  certified  mail,
postage prepaid, return receipt requested.

Notices shall be addressed as follows:

Peaches Entertainment Corp.                     URT Industries, Inc.
1180 East Hallandale Beach Blvd.                1180 East Hallandale Beach Blvd.
Hallandale, Florida 33009                       Hallandale, Florida 33009

Universal Music and Video Distribution, Inc.
60 Universal City Plaza
Universal City, CA 91608

or, in each  case,  at such other  address  as a Creditor  wishing to change its
address for notices may  specify  from time to time by notice  hereunder  to the
other parties hereto.

     14. The parties to this  Subordination  Agreement hereby  irrevocably waive
trial by jury in any court in connection with this Subordination  Agreement, and
each hereby certifies that no representative of any other party has expressly or
impliedly represented that such other party might not enforce this jury waiver.

     15. Each of the several executed counterparts of this Agreement shall be an
original.  All such  counterparts  shall  together  constitute  one and the same
instrument. This Agreement may be amended only by a writing signed by all of the
Creditors.  In the event of any conflict  between this Agreement and the Plan or
any term sheet on which the Plan is based, this Agreement shall control.

     16. This  Subordination  Agreement  shall be governed by and  construed  in
accordance  with the laws of the State of  Florida in all  respects,  including,
without limitation,  matters of construction,  validity and performance, and the
undersigned  consent to service of process on the undersigned at that address of
the  undersigned   appearing  hereinabove  by  certified  mail,  return  receipt
requested (if

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possible),  and such service  shall be deemed to be complete five (5) days after
the same shall have been so mailed.  The undersigned  further consent and submit
to the jurisdiction of the courts (state and federal) of the State of Florida in
connection with any lawsuit relating hereto. In addition, the undersigned hereby
irrevocably waive, to the fullest extent they may effectively do so, the defense
of an  inconvenient  forum  to  the  maintenance  of  any  such  lawsuit  in any
jurisdiction.

     17.  There shall be no limit under this  Subordination  Agreement  upon the
amount of Post-confirmation Credit that may be extended by Universal to Peaches;
provided,  however,  that  following  the later (the  "Material  Event Date") of
notification of, or the occurrence of, a Material Event (as defined below):  (a)
unless URT agrees  otherwise  in writing,  this  Subordination  Agreement  shall
terminate on the date that Peaches' outstanding obligations,  existing as of the
Material  Event Date, to Universal  under the Allowed Claim Notes and extensions
of  Post-confirmation   Credit  (including  without  limitation   extensions  of
Post-confirmation  Credit  evidenced by the  acceptance by Universal of purchase
orders from  Peaches on or before the  Material  Event  Date) (the  "PreMaterial
Event  Obligations")  are paid in full,  and (b) all payments made by Peaches to
Universal  after the  Material  Event Date shall be applied  first,  or shall be
deemed to be applied first, in payment of the  Pre-Material  Event  Obligations,
and not in payment of, inter alia,  credit  extended  after the  Material  Event
Date.  URT shall provide  written  notice to Universal of the  occurrence of any
Material Event. Material Event shall mean: (a) the ownership by URT of less than
51% of the voting stock of Peaches, (b) the inability of URT to elect a majority
of the  directors of Peaches,  (c) a trustee,  receiver,  or person with similar
powers or duties is  appointed  for Peaches,  or (d) a voluntary or  involuntary
bankruptcy,  receivership,  assignment for the benefit of creditors,  or similar
proceeding is commenced by or against Peaches.

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     IN WITNESS  WHEREOF,  the parties have hereby  executed and delivered  this
Subordination Agreement on the day and year first set forth above.

         Signed and delivered
         in the presence of:

                                                    PEACHES ENTERTAINMENT

                                                    CORP.

----------------------------
Witness

Print Name__________________                   By: __________________________

                                               Print Name: ___________________

----------------------------
Witness                                        As Its: _______________________
Print Name__________________

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                                                   URT INDUSTRIES, INC.

s/Beatriz Rodriguez
----------------------------------
Witness
Print Name Beatriz Rodriguez                  By: s/Brian Wolk
                                              ----------------------------------
                                              Print Name: Brian Wolk

s/Olga E. Salgado
----------------------------------
Witness                                       As Its: Executive Vice-President
Print Name Olga E. Salgado

                                              UNIVERSAL MUSIC AND VIDEO
                                              DISTRIBUTION, INC.

s/Carla Richardson
----------------------------------
Witness
Print Name Carla Richardson                   By: s/name illegible
                                              ----------------------------------
                                              Print Name: name illegible

s/Mireya I. Santos
----------------------------------
Witness                                       As Its: title illegible
Print Name Mireya I. Santos


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