Exhibit 10.70

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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");  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").  URT, the Majors, and
Alliance may hereinafter 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:

     1. Peaches has incurred obligations, and may in the future incur additional
obligations,  to the Creditors,  including obligations arising under the Allowed
Claim Notes,  the URT Note, the  Peaches-URT  Reimbursement  Agreement,  and 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 any Major, Universal Music and Video Distribution
("Universal")  and/or Alliance to Peaches for the purchase of product by Peaches
from such Major, Universal and/or Alliance.

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

     3. The  Creditors  desire  to agree as to the  relative  priority  of their
respective claims and interests with respect to both

                          

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payment of Peaches'  Obligations to them and the security  interests  granted to
them by Peaches securing the Obligations.

     4. Pursuant to the Plan:

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

     ii. Peaches has granted to each Major,  to secure  Peaches'  obligations to
such  Major  under  such   Major's   Allowed   Claim  Note  and   extension   of
Post-confirmation  Credit by such Major, a security interest solely in inventory
that was originally  distributed by such Major and is held and owned by Peaches.
(The  inventory  sold by a  particular  Major to Peaches  shall  hereinafter  be
referred to as the "Individual Major's Inventory," and the inventory sold by all
Majors to Peaches shall hereinafter be referred to as the "Majors' Inventory.")

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

     iv.  Peaches has granted to Alliance,  to secure  Peaches'  obligations  to
Alliance  under  Alliance's  Allowed  Claim  Note and  under  the  extension  of
Post-confirmation  Credit by Alliance, a security interest in inventory that was
originally  distributed  by  Alliance  and is held  and  owned by  Peaches  (the
"Alliance Inventory").

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

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     vi.  URT has  guaranteed  Peaches'  payment  Obligations  to the Majors and
Alliance under the Allowed Claim Notes,  but not any of the obligations  arising
from  the   extension   by  the  Majors  (or  any  Major)  or  by   Alliance  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 Majors and/or
Alliance  pursuant  to  the  URT  Guarantee  (the   "Peaches-URT   Reimbursement
Agreement").

     vii.  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 the Majors' Inventory, the Alliance Inventory and all other
inventory of Peaches (such other inventory being, "Peaches' Other Inventory").

     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 any 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 any
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

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any other  default  under any Allowed Claim Note nor any other default under any
term of any Post-confirmation  Credit extension,  and (b) shall continue only so
long as such  Event  of  Subordination  exists  (the  "Default  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
the Majors,  Universal 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  obligations  arising under terms of
the extension of Post-confirmation Credit (including any Allowed Claim Note held
by, and any obligation under Post-confirmation  Credit extended by , Universal).
The portion of the Returned URT Payment that each Major,  Universal and Alliance
shall be entitled to shall equal a fraction, the numerator of which shall be the
amount of  payments  in default to such Major,  Universal  or  Alliance  and the
denominator of which shall be the aggregate amount of payments in

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default to all of the Majors, Universal and Alliance. The payment to the Majors,
Universal and Alliance of the Returned URT Payments,  as set forth above,  shall
be the sole remedy of the Majors and Alliance  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 the
Majors and  Alliance  shall be  decreased by the full amount of the Returned URT
Payments paid to the Majors, Universal and Alliance.

     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 the Majors and Alliance.

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

     6. With  respect  to the  security  interests  granted  by  Peaches  to the
Creditors in the Majors'  Inventory  and the Alliance  Inventory,  the Creditors
agree between and among themselves that,

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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 the
Majors'  Inventory  and the Alliance  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 the  Individual  Major's  Inventory or the
Alliance  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 the Creditor initiating and
                  conducting  such  Disposition  (the  "Collateral   Disposition
                  Expenses").

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

         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, the
Majors and Alliance with respect to the

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full amount of each and every  payment  made by URT to any of the Majors  and/or
Alliance pursuant to the URT Guaranty,  provided, 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 the Majors and Alliance
under the  Allowed  Claim  Notes and  arising  on account  of the  extension  of
Post-confirmation  Credit  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. Neither the Majors nor  Alliance has been granted any security  interest
in Peaches'  Other  Inventory,  in  Peaches'  personal  property  other than the
Majors'  Inventory  and  the  Alliance  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
the Majors'  Collateral  and the Alliance  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 the Majors' Collateral and the Alliance Collateral,
and Peaches' real property,  and (b) with respect to the security  interest that
URT has in inventory  collateral of any Major (or  Alliance)  following the full
payment of such Major (or Alliance); all of which rights and remedies of URT are
expressly and fully reserved by URT.

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     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 to it or its acceleration of any of
those  Obligations,  and before giving Peaches any instructions  with respect to
any of the Majors'  Inventory  or the  Alliance  Inventory or taking any actions
with respect to any of the collateral consisting of the Majors' Inventory or the
Alliance 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 of the other Creditors.

     12. Each notice or other  communication  given  hereunder or in  connection
herewith shall be in writing and shall be sent by first

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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

BMG Distribution                                Sony Music Entertainment, Inc.
210 Clay Avenue                                 550 Madison Avenue
Lyndhurst, NJ 07071                             New York, NY 10022

Polygram Group Distribution                     Universal Music and Video
825 8th Avenue                                  Distribution Corp.
New York, NY 10019                              60 Universal City Plaza
                                                Universal City, CA  91608

Warner/Elektra/Atlantic Corp.                   EMI Music Distribution
111 North Hollywood Way                         21700 Oxnard Street, Suite 700
Burbank, CA 91505                               Woodland Hills, CA 91367-3642

Alliance Entertainment Corp.
15959 N.W. 15th Avenue
Miami, FL 33169

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.

     13. 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.

     14. Each of the several executed counterparts of this Agreement shall be an
original. All such counterparts shall

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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.

     15. 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  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.

     16.  There shall be no limit under this  Subordination  Agreement  upon the
amount of  Post-confirmation  Credit that may be  extended  by any Major  and/or
Alliance 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 all of the Majors and Alliance under
the Allowed Claim Notes and extensions of  Postconfirmation  Credit  (including,
without limitation,  the extensions of Post-confirmation Credit evidenced by the
acceptance by any of

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the Majors  and/or  Alliance  of purchase  orders from  Peaches on or before the
Material Event Date) (the  "Pre-Material  Event  Obligations") are paid in full,
and (b) all  payments  made by  Peaches to the  Majors  and  Alliance  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 the Majors and  Alliance 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.

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

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

                                                  BMG DISTRIBUTION

s/Steve Massaro
------------------------------
Witness
Print Name Steve Massaro                      By: s/Joseph Heslin
                                                  -----------------------------
                                              Print Name: Joseph Heslin

s/Marie Peros
------------------------------
Witness                                       As Its: Director of Credit
Print Name Marie Peros

                                                  SONY MUSIC
                                                  ENTERTAINMENT, INC.

s/John Marino
------------------------------
Witness
Print Name John Marino                        By: s/Carl A. Schnock
                                                  -----------------------------
                                              Print Name: Carl A. Schnock

s/Antonia Figueroa
------------------------------
Witness                                       As Its: VP Customer Financial

                                                     Relations
Print Name Antonia Figueroa




         Signed and delivered
         in the presence of:

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                                                  POLYGRAM GROUP DISTRIBUTION

s/Joanne Perez
------------------------------
Witness
Print Name Joanne Perez                       By: s/Robert M. Baker, Jr.
                                                  ------------------------------
                                              Print Name: Robert M. Baker, Jr.

----------------------------
Witness                                       As Its: VP Credit
Print Name__________________

                                                  WARNER/ELEKTRA/ATLANTIC CORP.

 s/Albert H. Westphal
------------------------------
Witness

Print Name Albert H. Westphal                 By: s/Gregory B. Askey
                                                  ------------------------------
                                              Print Name: Gregory B. Askey

------------------------------
Witness                                       As Its: Senior VP, Credit
Print Name__________________

                                                  EMI MUSIC DISTRIBUTION

 s/Rainee Redmond
------------------------------
Witness
Print Name Rainee Redmond                     By: s/Scott Simons
                                                  ------------------------------
                                              Print Name: Scott Simons

s/Jan Waller
------------------------------
Witness                                       As Its: Vice-President, Credit
Print Name Jan Waller

         Signed and delivered
         in the presence of:

                                                  ALLIANCE ENTERTAINMENT CORP.

s/Maryann Bock
------------------------------
Witness
Print Name Maryann Bock                       By: s/Christopher Joyce
                                                  ------------------------------
                                              Print Name: Christopher Joyce

s/Muslima Lewis
------------------------------
Witness                                       As Its: Executive Vice President
Print Name Muslima Lewis



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