Exhibit 10.68

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THIS INSTRUMENT PREPARED BY
AND WHEN RECORDED RETURN TO:
Maurice L. Shevin, Esq.
Sirote & Permutt, P.C.
2222 Arlington Avenue
Birmingham, Alabama 35205

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STATE OF ALABAMA           )
                         :

COUNTY OF ____________     )

                                             SPACE ABOVE LINE FOR RECORDER'S USE

                       MORTGAGE WITH ASSIGNMENT OF RENTS,

                      SECURITY AGREEMENT AND FIXTURE FILING

                             As of January 27, 1997

     This  MORTGAGE  AND  SECURITY  AGREEMENT  ("Mortgage")  is made by  PEACHES
ENTERTAINMENT CORPORATION ("Mortgagor"),  a corporation organized under the laws
of the State of Florida  and having an  address  at 1180 East  Hallandale  Beach
Boulevard,   Hallandale,   Florida   33009,   in   favor   of  URT   INDUSTRIES,
INC.("Mortgagee"),a corporation organized under the laws of the State of Florida
and  having  a place  of  business  at 1180  East  Hallandale  Beach  Boulevard,
Hallandale, Florida 33009.

     THIS  INSTRUMENT  IS  INTENDED  TO BE A MORTGAGE,  SECURITY  AGREEMENT  AND
FINANCING STATEMENT OF BOTH REAL AND PERSONAL PROPERTY, INCLUDING GOODS THAT ARE
TO BECOME FIXTURES ON REAL

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NOTE TO RECORDER: THIS INSTRUMENT HAS BEEN EXECUTED AND DELIVERED PURSUANT TO AN
ORDER OF THE UNITED STATES  BANKRUPTCY COURT,  SOUTHERN DISTRICT OF FLORIDA,  IN
CASE NO. 96-20153-BKC-RBR (IN RE: PEACHES ENTERTAINMENT CORP.), WHICH ORDER


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CONFIRMED  THE  PLAN OF  REORGANIZATION  FILED  IN SUCH  BANKRUPTCY  PROCEEDING.
PURSUANT TO 11 U.S.C. ss.1146 OF THE UNITED STATES BANKRUPTCY CODE, NO RECORDING
TAX,  DOCUMENTARY  STAMP TAX AND/OR  INTANGIBLE  TAX IS DUE AND  PAYABLE ON THIS
INSTRUMENT.

PROPERTY  DESCRIBED  HEREIN AND IS TO BE FILED FOR RECORD IN THE  RECORDS  WHERE
MORTGAGES  OF REAL  ESTATE ARE FILED AND SHOULD  ALSO BE INDEXED AS A  FINANCING
STATEMENT  FOR GOODS  THAT ARE OR ARE TO BECOME  FIXTURES  ON THE REAL  PROPERTY
DESCRIBED HEREIN.

                                   BACKGROUND

     1.  Mortgagor  has on this date  executed  and  delivered  to  Mortgagee  a
Promissory Note in the principal amount of $700,000(the "Note").

     2.  Mortgagor  has on this date  executed and  delivered to Mortgagee  that
certain Peaches -URT Reimbursement  Agreement (the  "Reimbursement  Agreement"),
pursuant to which Mortgagor has agreed,  inter alia, to reimburse  Mortgagee for
any payment made by Mortgagee under Mortgagee's  guaranty of certain obligations
of Mortgagor to certain creditors of Mortgagor (the "URT Guaranty").

     3. For good and valuable consideration and as an inducement to Mortgagee to
make the credit extensions contemplated by the Note and the URT Guaranty, and as
an  inducement  for  Mortgagee  to execute  and  deliver  the URT  Guaranty  for
Mortgagor's  benefit,  Mortgagor has agreed to execute and deliver this Mortgage
and Security Agreement.

                                       -2-


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                                GRANT OF MORTGAGE

                             AND SECURITY AGREEMENT

     For good and valuable  consideration,  the receipt and sufficiency of which
Mortgagor hereby acknowledges,  and to secure: (a) the repayment to Mortgagee of
all amounts now or hereafter owing Mortgagee under or evidenced by the Note, (b)
the repayment to Mortgagee of all amounts now or hereafter owing Mortgagor under
the Reimbursement  Agreement,  (c) reimbursement of any and all advances made by
Mortgagee to protect or preserve the Mortgaged Property (as hereinafter defined)
or the  lien  hereof  on the  Mortgaged  Property,  or for  taxes,  assessments,
insurance premiums or other costs as hereinafter  provided,  and (d) performance
of each agreement  contained  herein,  Mortgagor  hereby  mortgages to Mortgagee
(and,  in the case of  personal  property,  assigns to  Mortgagee  and grants to
Mortgagee a security interest in) the property  described in clauses A through F
below,  in each case whether  presently  or  hereafter  existing and whether now
owned or hereafter  acquired by Mortgagor (all such property being  collectively
the "Mortgaged Property"):

     A. The land described in Exhibit "A" hereto (the "Land").

     B. All rents,  tenements,  hereditaments,  buildings and other  structures,
plants,  easements  and  appurtenances  located on, or  belonging  or in any way
appertaining to, any of the Land and all of the estate, right, title,  interest,
possession,  claim and demand (in law and/or in equity) of  Mortgagor  in and to
every part of the Land (collectively, "Improvements and Related Property").

                                       -3-


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     C. All machinery, apparatus, equipment, fittings, fixtures, and articles of
personal  property  of every kind and nature  located in or upon any part of the
foregoing  Mortgaged  Property and used or usable in connection with any present
or future operation of any of the foregoing  Mortgaged  Property,  including but
not limited to insurance  policies and proceeds,  building  materials,  heating,
lighting, laundry,  incinerating,  and power equipment,  irrigation fixtures and
equipment,  engines,  pipes,  pumps,  tanks,  motors,  conduits,   switchboards,
plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating,
ventilating,  and  communications  apparatus,  air cooling and air  conditioning
apparatus, elevators, furniture, partitions, ducts, compressors and appliances.

     D. All awards of payments,  including  interest  thereon,  and the right to
receive the same,  which may be made with  respect to any part of the  foregoing
Mortgaged  Property  as a result  of: (a) the  exercise  of the right of eminent
domain,  (b) the alteration of the grade of any street,  or (c) any other injury
to or decrease in the value of the foregoing Mortgaged Property.

     E. All accounts, accounts receivable,  inventory,  contract rights, general
intangibles,   instruments,   chattel  paper,  actions  and  rights  of  action,
machinery,  equipment, fixtures, and other personal property (including, but not
limited  to,  all  permits,   licenses,  books,  records,  software,  plans  and
specifications,  trade names,  and trademarks)  now and hereafter  located in or
upon,  arising from,  related to or used or usable in connection with (a) any of
the foregoing  Mortgaged  Property or (b) any business conducted in or on any of
the foregoing Mortgaged Property.

                                       -4-


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     F. All proceeds, products, replacements, additions, substitutions, renewals
and accessions of or to any of the foregoing.

                        FURTHER AGREEMENTS AND WARRANTIES

     Mortgagor hereby agrees with and warrants to Mortgagee as follows:

     1. Title Warranties.  Mortgagor is indefeasibly seized in fee simple of the
Mortgaged  Property  and has full power and  lawful  right to  mortgage  it. The
Mortgaged  Property is free from and  unencumbered  by any  charges,  judgments,
taxes, tax titles or tax certificates,  liens, assessments,  and encumbrances of
any kind except those listed in Exhibit B. Mortgagor fully warrants its title to
the  Mortgaged  Property and shall defend that title,  at  Mortgagor's  expense,
against  the claims of all  persons  except  such claims as are based upon those
matters  which  are  listed  as  exceptions  in the  foregoing  title  insurance
commitment.  Mortgagor shall use reasonable efforts to ensure that any contracts
and other items  described in clause E under "GRANT OF MORTGAGE" above shall not
prohibit their collateral assignment to Mortgagee.

     2. Payment of Indebtedness.  Mortgagor shall pay all indebtedness and other
sums secured hereby promptly as they become due.

     3. Taxes and Assessments.  Mortgagor shall pay or cause to be paid promptly
as they become due and payable all taxes,  assessments  and other public charges
that may be levied or assessed  against the Mortgaged  Property and shall,  upon
the request of Mortgagee, deliver to

                                       -5-


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Mortgagee  receipts  evidencing the payment of all such taxes,  assessments  and
other  charges.  Mortgagor  shall  keep in force  and  timely  renew any and all
permits and licenses relating to the Mortgaged Property or the use thereof.

     4. Taxes and Insurance  Escrow.  At the discretion of Mortgagee,  Mortgagor
may be  required,  at some time,  to  deposit  monthly  installments  in amounts
sufficient to discharge  Mortgagor's  obligations  under Paragraphs 3 and 6 when
they become  due.  Mortgagee,  shall,  upon  determining  that an escrow fund is
necessary,  determine  the  amount  of the  installments  to be  deposited  with
Mortgagee,  so that the aggregate of such deposits  shall be sufficient for this
purpose, shall be made by Mortgagee in its reasonable  discretion.  Such amounts
shall be held by  Mortgagee  without  interest and applied to the payment of the
obligations in respect of which such amounts were deposited or, at the option of
Mortgagee,  to the  payment of those  obligations  in such order or  priority as
Mortgagee determines,  on or before the respective dates on which they or any of
them would  become  delinquent.  If one month  before the date on which any such
charges  become  delinquent,  the amounts  then on deposit  with  Mortgagee  are
insufficient  for the  payment of such  obligations  in full,  Mortgagor  shall,
within  10  days  after  demand,  deposit  the  amount  of the  deficiency  with
Mortgagee.  Nothing  contained  herein  shall  affect  any  right or  remedy  of
Mortgagee under any provisions of this Mortgage or of any statute or rule of law
to pay any such amount and to add the amount so paid  together  with interest as
provided hereinafter to the indebtedness secured hereby.

     5.  Removal  of  Liens.   Mortgagor  shall  not  permit  any  construction,
mechanic's,  materialman's,  statutory or other lien (other than a lien for real
estate taxes or special assessments

                                       -6-


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that are not yet due and payable  and any lien  specifically  permitted  by this
Mortgage)  to accrue  and  remain on any part of the  Mortgaged  Property  for a
period of more than  fifteen  (15) days prior to removal by  transfer to bond or
payment.

     6.  Insurance.  (a) Mortgagor shall procure and maintain during the term of
this Mortgage  insurance  policies for fire and extended  coverage  insuring the
Mortgaged Property in form and substance  acceptable to Mortgagee,  in a minimum
amount sufficient to cover 100% of the full replacement cost of all improvements
on the Mortgaged Property, together with all fixtures,  equipment,  chattels and
personal  property  owned by  Mortgagor  and  installed  therein or  appurtenant
thereto,  or  otherwise  attached to and a part of the  Mortgaged  Property.  In
addition,  Mortgagor  shall maintain  standard form Public  Liability  Insurance
covering the Mortgaged  Property in the minimum  amount of  $500,000/$1,000,000.
All such policies shall be issued by insurance companies acceptable to Mortgagee
and shall  contain a mortgagee  clause  satisfactory  to Mortgagee  which shall,
among other things,  require the insurer to notify Mortgagee at least 30 days in
advance of any cancellation of the policy. Mortgagor shall deposit originals of,
or certificates  for and copies of, all such policies with  Mortgagee,  and, not
less than 20 days before the expiration date of any such policy, Mortgagor shall
deliver to Mortgagee a renewal policy or certificate therefor and copy thereof.

     (b)  If the  Mortgaged  Property  is in a  Special  Flood  Hazard  Area  as
determined  by Mortgagee  at any time,  flood  insurance  must be provided in an
amount equal to the lesser of $400,000 or the maximum  coverage  available under
the National Flood  Insurance  Program for the  particular  type and location of
property.

                                       -7-


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     (c)  Mortgagee  shall have the right to approve  the  insurance  company or
companies (based on accepted industry ratings and financial strength) furnishing
the coverage and the form and content of the policies.

     (d) Mortgagee is hereby authorized and empowered to collect and receive the
proceeds from any such insurance  policy or policies.  After deducting from such
insurance proceeds all of its reasonable expenses incurred in the collection and
administration thereof, including attorneys' fees and expenses,  Mortgagee shall
make the net  proceeds  available,  if  Mortgagor  so  requests,  to be used for
restoration and/or replacement of the Mortgaged Property  (hereafter referred to
as ("Repair")  provided no Event of Default exists,  and, if the proceeds exceed
$100,000,  provided that: (a) Repair is reasonably  feasible as determined by an
independent  contractor  approved  by  Mortgagee  (hereafter  referred to as the
"Contractor"),  (b) if the proceeds are insufficient to pay in full the costs of
repair,  as estimated by the  Contractor,  Mortgagor  shall have  deposited with
Mortgagee  in escrow,  prior to the release of any of the  proceeds,  sufficient
additional  funds to fund such  estimated  costs,  and (c) Mortgagee  shall have
approved  the building  plans of Mortgagor  regarding  Repair  before  Repair is
commenced  (which  approval shall not be unreasonably  withheld).  Mortgagee may
disburse  the  proceeds  and  any  amounts  deposited  with it as  aforesaid  in
accordance with whatever procedures,  safeguards and requirements it elects that
are customary for  disbursements  by construction  lenders of construction  loan
proceeds in Mobile County,  Alabama and may cease making  disbursements  and may
apply any portion of the proceeds  then  remaining to the  indebtedness  secured
hereby at any time after an Event of Default occurs. Mortgagee shall not

                                       -8-


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be held responsible for any failure to collect any insurance  proceeds due under
the terms of any policy regardless of the cause of such failure.

     7. Repair and Restoration.  Mortgagor shall keep the Mortgaged  Property in
good  condition  and  repair  and  shall  not  commit  or  permit  any  waste or
deterioration  thereof.  Mortgagor shall promptly  repair,  restore,  replace or
rebuild any part of the Mortgaged  Property which may be damaged or destroyed by
any casualty.

     8. Hazardous Substances.  (a) Mortgagor shall comply with any and all laws,
regulations  and orders  with  respect to the  discharge  and  removal  from the
Mortgaged   Property  of  hazardous   or  toxic   wastes  or  other   substances
(collectively "Hazardous  Substances"),  shall pay immediately when due the cost
of removal of any Hazardous  Substances  and shall keep the  Mortgaged  Property
free of any lien imposed pursuant to such laws, regulations or orders.

     (b) If at any time or from time to time the Mortgagee has reason to believe
that  Hazardous  Substances  may exist or be present  on or about the  Mortgaged
Property  the  Mortgagee  shall  have the right upon 10 days  written  notice to
Mortgagor to require  Mortgagor  to promptly  obtain and furnish to Mortgagee at
Mortgagor's expense environmental audits,  testing and written reports as to the
Mortgaged  Property by a qualified  environmental  testing company acceptable to
Mortgagee.  If the  reports,  audits  or tests  reveal  the  presence  or likely
presence of Hazardous  Substances  the Mortgagor  shall be required to forthwith
undertake  at  Mortgagor's  expense  all  necessary  remediation  to remove  the
Hazardous Substances and to otherwise comply with all

                                       -9-


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environmental laws and ordinances. Mortgagor shall promptly forward to Mortgagee
all notices that it receives as to environmental matters concerning or affecting
the Mortgaged Property.

     (c) If Mortgagor  fails to promptly remove any Hazardous  Substances  after
notice to  Mortgagor  and the  expiration  of the cure  period  permitted  under
applicable  law,  regulation  or  order,   Mortgagee  may  cause  the  Hazardous
Substances  in  question  to be removed  from the  Mortgaged  Property  (without
waiving its right to consider  Mortgagor in default  hereof based on Mortgagor's
failure to do so). The cost of any such removal shall be additional indebtedness
secured  hereby and shall  become  immediately  due and payable upon demand with
interest  thereon at the Note Rate.  Mortgagor  shall give to Mortgagee  and its
agents,  contractors and employees  access to the Mortgaged  Property and hereby
specifically  grants to Mortgagee  and such other  persons a license  (effective
upon  expiration of the applicable cure periods  described  above) to remove any
Hazardous  Substances.  Mortgagor  shall  indemnify and hold  Mortgagee free and
harmless from and against whatever loss, cost, damage  (including  consequential
damages) and expense (including attorneys' fees and costs) Mortgagee may sustain
by  reason  of the  assertion  against  Mortgagee  by any  party of any claim in
connection with Hazardous Substances on or near the Mortgaged Property.  Nothing
in this Paragraph 8 shall be construed to impose any obligation on Mortgagee.

     (d) Mortgagor shall not install nor permit to be installed in the Mortgaged
Property  asbestos or any substance  containing  asbestos or any other  material
considered hazardous by federal,  state or local regulations,  and, with respect
to any  such  substance  or  material  currently  or  hereafter  present  in the
Mortgaged Property, shall promptly either (a) remove any such material

                                      -10-


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which  such  regulations  consider  hazardous  and  require to be removed or (b)
otherwise  comply  with  such  federal,  state  or  local  regulations,  all  at
Mortgagor's  expense.  If  Mortgagor  fails to so remove any such  substance  or
otherwise comply as aforesaid,  Mortgagee may, after notice to Mortgagor and the
expiration of any cure period permitted under the applicable law,  regulation or
order,  do whatever is necessary to eliminate the  substance  from the Mortgaged
Property  or  otherwise  comply with the  applicable  law,  regulation  or order
(without waiving its right to consider Mortgagor in default based on Mortgagor's
failure to do so), the cost of which shall be  additional  indebtedness  secured
hereby and shall become  immediately  due and payable upon demand with  interest
thereon at the Note Rate.  Mortgagor  shall give to  Mortgagee  and its  agents,
contractors  and  employees   access  to  the  Mortgaged   Property  and  hereby
specifically  grants to Mortgagee  and such other  persons a license  (effective
upon expiration of the applicable cure periods  described  above) to remove said
asbestos or any other substance  described above.  Mortgagor shall indemnify and
hold  Mortgagee  free and  harmless  from and  against  all loss,  cost,  damage
(including  consequential  damages) and expense  (including  attorneys' fees and
costs)  claimed or proven  against  Mortgagee  by any party,  as a result of the
presence  of any  asbestos  or  other  substance  described  above  on or in the
Mortgaged Property or any removal thereof or compliance with law or regulations.

     9.  Alterations.  No building or other structure now or hereafter  included
within  the  Mortgaged  Property  shall be  removed,  demolished  or  materially
altered,  without the prior written consent of Mortgagee,  except that Mortgagor
shall have the right,  without such consent, to remove and dispose of, free from
the lien of this Mortgage,  such furniture,  fixtures and equipment as from time
to time becomes worn out,  obsolete or no longer  needed,  provided that either:
(a)

                                      -11-


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simultaneously  with or prior to such  removal,  such  furniture,  fixtures  and
equipment  shall be replaced with other  furniture,  fixtures and equipment of a
value at least equal to that of the replaced  equipment  and free from any title
retention,  security  agreement or other encumbrance and from any reservation of
title,  and by such removal and  replacement  Mortgagor  shall be deemed to have
subjected such  furniture,  fixtures and equipment to the lien of this Mortgage,
or (b) any net cash proceeds  received from such disposition  shall be paid over
promptly to Mortgagee to be applied to the  indebtedness  secured hereby without
any charge for prepayment.

     10.  Performance by Mortgagee.  If Mortgagor  fails to repair or insure the
Mortgaged Property as required hereby, to deliver the insurance  policy(ies) (or
certificates therefor together with copies thereof) with premiums paid as herein
agreed, to pay as they become due and payable the taxes,  assessments or charges
which may be assessed or imposed with respect to the Mortgaged  Property (or any
part  thereof),  to  satisfy  the  liens or claims  which may  accrue on or with
respect to the Mortgaged Property (or any part thereof), or to perform any other
obligations of Mortgagor  under this Mortgage and such failure  continues for 30
days  (or,  in the  case of any  failure  involving  insurance,  3  days)  after
notification  thereof by Mortgagee to Mortgagor,  Mortgagee may, at its election
(but  without  any  obligation),  repair  the  Mortgaged  Property,  insure  the
Mortgaged  Property and pay the aforesaid taxes,  charges,  liens and claims (or
any part  thereof)  or perform any other  obligations  of  Mortgagor  under this
Mortgage  without  waiving its right of foreclosure or any other right hereunder
and without the necessity of notice to or demand of Mortgagor.  Mortgagor  shall
reimburse  immediately  to  Mortgagee  on demand  the sum or sums so paid,  with
interest  thereon at the Note Rate, and any and all reasonable  costs,  charges,
abstract fees, attorneys' fees and expenses,

                                      -12-


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and other expenses incurred in attempting to collect the same or enforce payment
thereof,  and  any  such  sum or  sums  so  paid  shall  become  a  part  of the
indebtedness secured hereby.

     11. No Sale or Further  Encumbrance  (Due on Sale).  Neither the  Mortgaged
Property nor any part thereof or interest therein may be transferred,  assigned,
conveyed,  or further mortgaged (except to Mortgagee)  without the prior written
consent of Mortgagee,  which may be granted or withheld in Mortgagee's  sole and
absolute  discretion.  The Note shall be accelerated and due and payable in full
upon a violation of this covenant.

     12. Default and Acceleration. Any one or more of the following events shall
constitute an event of default (collectively "Events of Default", each an "Event
of Default"):

     (a)  should any sum of principal, interest or other amount evidenced by the
          Note, or any sum due under the Reimbursement Agreement, not be paid on
          the date when it becomes due and such default  continues  for a period
          of more than five (5) days after written notice; or

     (b)  should  Mortgagor   default  under  the  terms  of  the  Note  or  the
          Reimbursement Agreement (other than the terms set forth in (a) above),
          and such  default  continues  for a period  of more than ten (10) days
          after written notice; or

                                      -13-


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     (c)  should  Mortgagor  default  under any  obligation  or covenant of this
          Mortgage and such default continues for a period of more than ten (10)
          days after written notice.

Upon the  occurrence of an Event of Default:  (a) Mortgagor  shall be in default
under this  Mortgage,  and all  obligations  secured  under the Mortgage and due
under the Note and/or  Reimbursement  Agreement shall immediately become due and
payable  without  further  notice to  Mortgagor;  (b) upon demand by  Mortgagee,
Mortgagor shall pay to Mortgagee, in addition to all other payments specifically
required   under  the  Note  and  the   Reimbursement   Agreement,   in  monthly
installments, at the times and in the amounts required by Mortgagee from time to
time, sums which when cumulated will be sufficient to pay one month prior to the
time the same  become  delinquent,  all  taxes  which  are or may  become a lien
affecting the Mortgaged  Property and the premiums for any policies of insurance
to be obtained and maintained in connection with  Mortgagee's  loan to Mortgagor
(all  such  payments  to be  held in a cash  collateral  account  as  additional
security for the secured obligations);  and (c) Mortgagee may, without notice to
or demand upon Mortgagor,  which are expressly  waived by Mortgagor  (except for
notices or  demands  otherwise  required  by  applicable  laws to the extent not
effectively waived by Mortgagor and any notices or demands specified below), and
without  releasing  Mortgagor from any of its  obligations,  exercise any one or
more of the following remedies as Mortgagee may determine:

     1. Mortgagee may,  either  directly or through an agent or court  appointed
receiver,  and without  regard to the  adequacy of any  security for the secured
obligations:

                                      -14-


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     (i) enter,  take  possession of,  manage,  operate,  protect,  preserve and
     maintain,  and  exercise  any other  rights of an owner of,  the  Mortgaged
     Property,  and use any other properties or facilities of Mortgagor relating
     to  the  Mortgaged   Property,   all  without  payment  of  rent  or  other
     compensation to Mortgagor;

     (ii) make, cancel,  enforce or modify leases, obtain and evict tenants, fix
     or modify rents and, in its own name or in the name of Mortgagor, otherwise
     conduct any business of Mortgagor in relation to the Mortgaged Property and
     deal with Mortgagor's creditors, debtors, tenants, agents and employees and
     any other persons having any relationship with Mortgagor in relation to the
     Mortgaged  Property,  and amend any  contracts  between them, in any manner
     Mortgagee may determine;

     (iii) either with or without taking  possession of the Mortgaged  Property,
     notify  obligors on any rights that all payments and other  performance are
     to be made and rendered  directly and exclusively to Mortgagee,  and in its
     own name supplement,  modify,  amend,  renew,  extend,  accelerate,  accept
     partial  payments or performance  on, make  allowances and  adjustments and
     issue credits with respect to, give approvals,  waivers and consents under,
     release,  settle,  compromise,  compound,  sue for,  collect  or  otherwise
     liquidate, enforce or deal with any rights, including collection of amounts
     past due and unpaid  (Mortgagor  agreeing not to take any such action after
     the occurrence of an Event of Default  without prior written  authorization
     from Mortgagee);

                                      -15-


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     (iv)  endorse,  in the name of  Mortgagor,  all  checks,  drafts  and other
     evidence of payment relating to the Mortgaged Property,  and receive,  open
     and  dispose  of all mail  addressed  to  Mortgagor  and  notify the postal
     authorities to change the address for delivery of such mail to such address
     as Mortgagee may designate; and

     (v) take such other action as Mortgagee  deems  appropriate  to protect the
     security of this Mortgage.

     2. Mortgagee may foreclose this Mortgage either by sale at public outcry or
by proceedings  in law or equity,  and Mortgagee may become the purchaser at any
foreclosure  sale if the  highest  bidder,  and,  in the event of sale at public
outcry,  Mortgagee may sell or cause to be sold, all and singular, the Mortgaged
Property  and all the  estate,  right,  title and  interest,  claim  and  demand
therein,  such  sales or sales to be made at public  outcry at the North door of
the courthouse of the county in which the Mortgaged  Property is located at such
time or times and upon such terms as may be required by law or as Mortgagee  may
determine,  after having first given notice of the time,  place,  terms of sale,
together with the description of the property to be sold, by publication  once a
week for  three  consecutive  weeks  prior to said  sale in any  newspaper  then
published  in the county in Alabama in which the Real  Property is located,  and
after  giving such other  notice of the time,  place and terms of sale as may be
required by law. In the event of a sale  hereunder,  Mortgagee  or owners of the
debt and Mortgage, or the auctioneer,  shall execute to the purchaser for and in
the name of Mortgagor,  a good and  sufficient  deed to the Mortgaged  Property.
Mortgagee may sell such property either as a whole or in separate parcels and in
such order as Mortgagee may direct (Mortgagor

                                      -16-


<PAGE>



waiving any right to direct the order of sale), at public auction to the highest
bidder  for cash in  lawful  money of the  United  States  (or cash  equivalents
acceptable to Mortgagee to the extent permitted by applicable  law),  payable at
the  time of sale.  Mortgagee  may  postpone  the sale of all or any part of the
Mortgaged  Property by public  announcement  at such time and place of sale, and
from time to time after any such  postponement  may postpone such sale by public
announcement  at the time fixed by the preceding  postponement.  Mortgagee shall
deliver to the  purchaser at such sale its deed  conveying the property so sold,
but without any  covenant or warranty,  express or implied,  and the recitals in
such deed of any matters or facts shall be conclusive  proof of the truthfulness
thereof. Any person, including Mortgagee, may purchase at such sale, and any bid
by Mortgagee may be, in whole or in part, in the form of  cancellation of all or
any part of the secured obligations.

     3. With respect to any personal property of Mortgagor, Mortgagee shall have
in any jurisdiction where enforcement of this Mortgage is sought all remedies of
a secured party under the UCC and may require Mortgagor,  on demand, to assemble
all such  personal  property  and make it  available to Mortgagee at places that
Mortgagee may select that are reasonably convenient for both parties, whether at
the premises of Mortgagor or elsewhere.

     4. Mortgagee may proceed to protect, exercise and enforce any and all other
remedies provided under the Note or the Reimbursement Agreement or by applicable
laws.

     All proceeds of  collection,  sale or other  liquidation  of the  Mortgaged
Property shall be applied first to all costs,  fees,  expenses and other amounts
(including interest) payable by Mortgagor

                                      -17-


<PAGE>



under  Paragraph 16 of this  Mortgage and to all other secured  obligations  not
otherwise  repaid in such order and manner as Mortgagee may  determine,  and the
remainder, if any, to the person or person legally entitled thereto.

     Each of the  remedies  provided  in this  Mortgage  is  cumulative  and not
exclusive  of,  and  shall not  prejudice,  any other  remedy  provided  in this
Mortgage  or by  applicable  laws or under any other loan  document  between the
parties.  Each  remedy  may be  exercised  from  time to time as often as deemed
necessary by Mortgagee, and in such order and manner as Mortgagee may determine.
This Mortgage is independent of any other security for the secured  obligations,
and upon the  occurrence  of an Event of Default,  Mortgagee  may proceed in the
enforcement  of this Mortgage  independently  of any other remedy that Mortgagee
may at any time have with  respect  to the  Mortgaged  Property  or the  secured
obligations  or any other  security.  Mortgagor,  for  itself  and for any other
person claiming by or through Mortgagor, waives, to the fullest extent permitted
by applicable  laws,  all rights to require a marshalling of assets by Mortgagee
or to  require  Mortgagee  to first  resort  to any  particular  portion  of the
Mortgaged  Property or any other security  (whether such portion shall have been
retained or conveyed by Mortgagor)  before  resorting to any other portion,  and
all rights of redemption, stay and appraisal.

     13. Inspections. Mortgagee and any persons authorized by Mortgagee shall be
entitled to enter and inspect the Mortgaged Property at all reasonable times.

                                      -18-


<PAGE>



     14. Rights  Cumulative.  No  enumeration of special rights or powers by any
provisions  of this  Mortgage  shall be construed to limit any grants of general
rights or  powers,  or to take away or limit any and all  rights  granted  to or
vested in Mortgagee by virtue of the laws of the State of Alabama.

     15.  Excise  Taxes.  Mortgagor  shall  pay any and all  documentary  stamp,
excise,  intangible or other taxes levied on, in connection  with or as a result
of this Mortgage and/or any  indebtedness  or advances  secured hereby and shall
indemnify  Mortgagee from and against any liability resulting from any breach of
the aforesaid covenant, including interest and penalties.

     16. Costs of Enforcement.  Mortgagor shall pay any and all costs,  expenses
(including  without  limitation  title  insurance  and  title  search  expenses,
inspection  reports and  consultants'  fees) and  attorneys'  fees and expenses,
reasonably  incurred or paid by Mortgagee because of the failure of Mortgagor to
perform,  comply with and abide by the terms,  conditions  and covenants of this
Mortgage,  whether suit be brought or not, whether  incurred in bankruptcy,  and
whether  incurred  in trial or  appellate  proceedings,  and any such  costs and
expenses shall be secured by the lien of this Mortgage.

     17.  Modification  of  Covenants  or  Restrictions.   Mortgagor  shall  not
terminate, join in, or initiate, consent to or permit any discharge,  amendment,
or  modification  of, any public or private  restrictions  or  covenants  or any
zoning ordinances affecting the Mortgaged Property or any zoning

                                      -19-


<PAGE>



ordinances  affecting  it which  would  adversely  affect  use of the  Mortgaged
Property as  presently  operated,  without  first  having  obtained  the written
consent of Mortgagee to such action.

     18. Condemnation. If all or any part of the Mortgaged Property is condemned
and taken for public use under the power of eminent domain,  Mortgagee will have
the right to demand  that all  damages  awarded  on  account of the taking of or
damages to the  Mortgaged  Property (the "Award") be paid to Mortgagee up to the
amount then secured by this  Mortgage.  Notwithstanding  the  foregoing,  in the
event of a partial taking under the power of eminent domain,  any Award will, if
Mortgagor requests,  be used for restoration and/or replacement of the Mortgaged
Property  (hereafter  referred to as  "Restoration")  provided:  (a) no Event of
Default  exists,  (b)  Restoration  is  reasonably  feasible as determined by an
independent  contractor  approved  by  Mortgagee  (hereafter  referred to as the
"Contractor"),  (c) if the  Award is  insufficient  to pay in full the  costs of
Restoration, as estimated by the Contractor, Mortgagor shall have deposited with
Mortgagee  in  escrow,  prior to the  release  of any of the  Award,  sufficient
additional  funds to fund such  estimated  costs,  and (d) Mortgagee  shall have
approved  the  building  plans  of  Mortgagor   regarding   Restoration   before
Restoration is commenced  (which approval shall not be  unreasonably  withheld).
Mortgagee may disburse the Award and any amounts  deposited with it as aforesaid
in accordance with whatever  procedures,  safeguards and  requirements it elects
that are customary for  disbursements  by  construction  lenders of construction
loan proceeds in Mobile County,  Alabama and may cease making  disbursements and
may apply any portion of the Award then  remaining to the  indebtedness  secured
hereby at any time after an Event of Default occurs.

                                      -20-


<PAGE>



     19. Estoppel Letters.  Mortgagor, upon written request, shall certify, by a
writing duly  acknowledged,  to  Mortgagee  or to any proposed  assignee of this
Mortgage,  the amount of principal  and interest then owing on this Mortgage and
whether any offsets or defenses exist against the  indebtedness  secured hereby,
within 10 days after the mailing of such  request and if  Mortgagor  fails to so
respond within 10 days, the information  contained in Mortgagee's  request shall
be deemed binding on Mortgagor.

     20.  No  Waiver.  Any  failure  by  Mortgagee  to  insist  upon the  strict
performance by Mortgagor of any of the terms and provisions  hereof shall not be
considered  to be a  waiver  of any of the  terms  and  provisions  hereof,  and
Mortgagee,  notwithstanding any such failure, shall have the right thereafter to
insist upon the strict  performance by Mortgagor of any and all of the terms and
provisions of this Mortgage to be performed by Mortgagor.  Neither Mortgagor nor
any other person now or hereafter  obligated for the payment of the whole or any
part of the  indebtedness  now or hereafter  secured by this  Mortgage  shall be
relieved of such obligation by reason of the failure of Mortgagee to comply with
any request of  Mortgagor  or of any other person so obligated to take action to
foreclose  this  Mortgage or  otherwise  enforce any of the  provisions  of this
Mortgage or of any  obligations  secured by this  Mortgage,  or by reason of the
release,  regardless of consideration,  of the whole or any part of any security
held  for  the  indebtedness  secured  by this  Mortgage,  or by  reason  of any
agreement or stipulation between any subsequent owner or owners of the Mortgaged
Property and the  Mortgagee  extending the time of payment for amounts due under
the Note,  the  Reimbursement  Agreement or this Mortgage or modifying the terms
thereof  without  first  having  obtained the consent of Mortgagor or such other
person, and, in the latter event, Mortgagor and all

                                      -21-


<PAGE>



such other persons shall  continue to be liable to make such payments  according
to the terms of any such agreement of extension or modification unless expressly
released and  discharged in writing by Mortgagee.  Regardless of  consideration,
and  without  the  necessity  for any notice to or consent by  Mortgagor  or the
holder of any subordinate lien on the Mortgaged Property,  Mortgagee may release
the obligation of anyone at any time liable for any of the indebtedness  secured
by this Mortgage or any part of the security held for the  indebtedness  and may
extend  the time of payment  or  otherwise  modify the terms of the Note or this
Mortgage  without,  as to the  security  or the  remainder  thereof,  in any way
impairing or affecting  the lien of this  Mortgage or the priority of such lien,
as  security  for the  payment of the  indebtedness  as it may be so extended or
modified, over any subordinate lien.

     21. Resort to Other Collateral;  Waiver of Certain Defenses.  Mortgagee may
resort for the payment of the indebtedness  secured hereby to any other security
therefor in such order and manner as Mortgagee may elect in its sole discretion.
Mortgagor  agrees, to the extent that it may lawfully so agree, that if an Event
of  Default  occurs,  neither  Mortgagor  nor anyone  claiming  through or under
Mortgagor  shall  or  will  set up,  seek or  claim  to  take  advantage  of any
appraisement,  valuation, stay, extension, homestead, redemption,  moratorium or
marshaling  laws  now or  hereafter  enforced  in  the  jurisdiction  where  the
Mortgaged Property may be situated in order to prevent or hinder the enforcement
or foreclosure of this Mortgage, or the absolute sale of the Mortgaged Property,
or the final or absolute putting into possession thereof, immediately after such
sale, of the purchaser thereof;  and Mortgagor for itself and its successors and
assigns  hereby  waives,  to the full  extent  that it may  lawfully  do so, the
benefit of all such laws and any and all right to have the estates

                                      -22-


<PAGE>



comprising  the  security  intended  to be  created  hereby  marshaled  upon any
foreclosure of the lien hereof.

     22.  Superiority  Over  Intervening  Liens.  Any agreement  hereafter  made
between  Mortgagor  and  Mortgagee  relating  to this  Mortgage,  the  Mortgaged
Property or any indebtedness  now or hereafter  secured hereby shall be superior
to the rights of any holder of an intervening lien or encumbrance recorded after
the date this Mortgage is recorded.

     23. Furniture,  Fixtures,  Equipment, Contract Rights, General Intangibles,
Accounts and Personal Property. This Mortgage constitutes and shall be construed
as  a  security  agreement  and  financing  statement  under  Alabama's  Uniform
Commercial  Code  for the  purpose  of  evidencing  and  creating  a lien on and
security  interest  in  furniture,  fixtures,  equipment,  inventory,  accounts,
contract  rights,  general  intangibles  and personal  property and all accounts
receivable from whatever source included in the Mortgaged  Property and shall be
recorded  in the real  estate  records  of the  county  in which  the  Mortgaged
Property is located.  Either the original or a photocopy of this Mortgage  shall
suffice  as  a  financing  statement  for  the  purposes  of  Alabama's  Uniform
Commercial Code: provided, however, that Mortgagor shall execute, at Mortgagee's
request,  such  financing  statements  and  amendments  thereof as Mortgagee may
request in connection with this Mortgage and Security  Agreement,  for filing in
said real estate records,  with the Alabama Secretary of State, or in such other
locations as Mortgagee in good faith selects.  Notification of any sale or other
disposition of such furniture, fixtures, equipment,  inventory, contract rights,
accounts,  general  intangibles and personal  property after an Event of Default
shall be considered reasonable if given 10 or more days before

                                      -23-


<PAGE>



the  disposition.  Mortgagor  shall notify  Mortgagee at least 30 days before it
makes any change in its name,  identity or location  (as defined in Article 9 of
Alabama's  Uniform  Commercial Code) and shall execute and deliver to Mortgagee,
before  making  any  such  change,  all  additional   financing  statements  and
amendments  that Mortgagee may require to establish or maintain the validity and
priority  of  Mortgagee's  security  interest  with  respect  to  the  Mortgaged
Property.

     24. Rents  Assignment.  (a) Mortgagor hereby assigns to Mortgagee the rents
and profits (the "Rents")  arising from any and all present and future leases or
subleases of any part of the Mortgaged  Property (the  "Leases," each a "Lease")
as further security for repayment of the indebtedness  otherwise  secured hereby
and hereby  irrevocably  grants to  Mortgagee  the right to enter the  Mortgaged
Property for the purpose of collecting all or any of the Rents,  to apply all or
any of the Rents  (after  deduction  of  collection  costs) to the  indebtedness
secured hereby and to generally perform any other act with respect to the Leases
and the  Mortgaged  Property to the same extent as Mortgagor  could or might do.
Mortgagor hereby  irrevocably  directs each tenant under any Lease,  upon demand
and notice from Mortgagee of an Event of Default under this Mortgage,  the Note,
the  Reimbursement  Agreement or other Loan  Documents,  to pay to Mortgagee all
Rents hereafter  accruing or due under such Lease;  and any such tenant shall be
under no obligation,  before making such payments,  to inquire into or determine
the actual existence of any such Event of Default of which it is notified.

     (b) Mortgagor shall indemnify and hold Mortgagee  harmless from and against
any and all  liability,  damages and expenses that Mortgagee may incur under any
of the Leases or by

                                      -24-


<PAGE>



reason of any action  taken or omitted to be taken by  Mortgagee  in  connection
with any of the Leases  (except for  liability,  damages and expenses  caused by
Mortgagee's  gross  negligence or willful  misconduct);  and any amount that may
become due from  Mortgagor to Mortgagee as a result of the  foregoing  indemnity
shall be paid by Mortgagor on demand, shall bear interest until paid at the Note
Rate and shall be secured  by this  Mortgage.  Nothing  contained  herein  shall
operate or be  construed  to obligate  Mortgagee  to perform any of the terms or
covenants of any Lease.

     25. Financial Documents. Mortgagor shall furnish to Mortgagee within ninety
(90) days of the end of each  calendar  year the annual  financial  statement of
Mortgagor and the annual financial  statement for Mortgagor's  operations of the
Mortgaged  Property,  including  operating  statements  reflecting  all material
information  with respect to the operations of the Mortgaged  Property,  both in
form and substance  acceptable  to Mortgagee,  and shall also furnish his annual
federal income tax return to Mortgagee within 10 days of the filing thereof each
year with the Internal Revenue Service.

     26.  Future  Advances.  This  Mortgage and  Security  Agreement is given to
secure not only existing  indebtedness,  but also such future advances,  whether
such advances are  obligatory  or are to be made at the option of Mortgagee,  or
otherwise,  as are made within  twenty years from the date  hereof,  to the same
extent as if such future advances were made on the date of the execution of this
Mortgage.  The total amount of indebtedness  that may be so secured may decrease
or increase  from time to time,  but the total unpaid  balance so secured at one
time shall not exceed $700,000, plus interest thereon, and any disbursement made
for  payment of taxes,  levies or  insurance  on the  Mortgaged  Property,  with
interest on such disbursements at the highest rate permissible under

                                      -25-


<PAGE>



applicable  law, plus all amounts due by Mortgagor to Mortgagee  pursuant to the
Reimbursement Agreement.

     27. Further  Assurances.  Mortgagor shall execute and deliver,  at any time
and  from  time to time,  any  such  further  instruments  as may be  reasonably
requested by  Mortgagee  to confirm and perfect the lien of this  Mortgage or to
otherwise fulfill or further the objectives hereof.

     28. Amendments. This Mortgage may not be changed orally or by any course of
dealing  between  Mortgagor and  Mortgagee,  but only by an agreement in writing
signed by the party  against whom  enforcement  of any change,  modification  or
waiver is sought.  In the event of any conflict  between  this  Mortgage and the
Reorganization Plan filed by Peaches in the bankruptcy case that it filed in the
United States Bankruptcy Court for the Southern District of Florida, Case Number
96-  20153-BKC-RBR,  or any term sheet on which the Plan is based, this Mortgage
shall control.

     29. Terminology. The term "reasonable attorneys' fees" whenever used herein
shall be deemed to include but not be limited to all attorneys' fees and fees of
legal  assistants,  including  those  fees  incurred  in any and  all  judicial,
bankruptcy,  reorganization,  administrative  arbitration  or probate  and other
proceedings,  including  appellate level  proceedings,  whether such proceedings
arise  before or after  entry of a final  judgment.  The term  "the  Note  Rate"
whenever used herein means,  at any  particular  time, the rate of interest then
applicable  to the  Note  (but not to  exceed  the  highest  rate  permitted  by
applicable  law). The captions  herein are for convenience of reference only and
shall not be used in interpreting the provisions that follow them.

                                      -26-


<PAGE>



     30. Binding Effect. The term "Mortgagor" shall be construed, to include the
heirs, executors, administrators, legal or personal representatives,  successors
and assigns of each  person or entity  included  within  that term;  and all the
covenants and  agreements  of Mortgagor  shall extend to and be binding upon all
said persons and shall inure to the benefit of  Mortgagee,  its  successors  and
assigns.  All obligations of Mortgagor  hereunder shall be the joint and several
obligations of each person or entity included within that term.

     31.  Partial  Invalidity.   If  any  provision  of  this  Mortgage  or  the
application   thereof  to  any  person  or  circumstance  shall  be  invalid  or
unenforceable to any extent,  the remainder of this Mortgage and the application
of such  provision  to other  persons  or  circumstances  shall not be  affected
thereby and shall be enforced to the greatest extent permitted by law.

     32.  Governing  Law.  This  Mortgage  shall be governed by and construed in
accordance with the laws of the State of Alabama.

     33. Time of the Essence. Time is of the essence of this Mortgage.

     34. Performance of Restrictive  Covenants.  Mortgagor shall perform all its
obligations  under any declaration or covenants or restrictions now or hereafter
affecting the Mortgaged Property.

     35.  Modifications of Notes or Loan Agreement.  This Mortgage  secures,  in
addition to the Note and  Reimbursement  Agreement,  all  extensions,  renewals,
consolidations and modifications

                                      -27-


<PAGE>



thereof and all  substitutions and replacements  therefor.  The terms the "Note"
and  the  "Reimbursement  Agreement"  include  all  extensions,   modifications,
renewals and consolidations of the Note and the Reimbursement  Agreement and all
substitutions and replacements therefor.

     36. Survival of Indemnities.  Mortgagor's  liability under any indemnity or
hold  harmless   agreement   contained  herein  shall  survive  the  release  or
satisfaction hereof and repayment of the indebtedness secured hereby.

     37. Notices.  All notices and other  communications  provided for hereunder
shall be in writing and be  delivered by hand or by telefax or sent by certified
mail, return receipt requested.  If to Mortgagor,  at 1180 East Hallandale Beach
Boulevard,  Hallandale,  Florida 33009, and, if to Mortgagee,  at its address at
1180 East Hallandale Beach Boulevard,  Hallandale,  Florida 33009 or, as to each
party,  at such other address within the United States as shall be designated by
such  party in a  written  notice  to the  other  party.  All such  notices  and
communications  shall,  when mailed, be deemed effective upon the first to occur
of (i) actual receipt or (ii)  forty-eight  (48) hours after deposit in the U.S.
Mail,  postage prepaid,  certified mail. Copies of all telefax notice shall also
be sent by Certified U.S. Mail.

     38. Subordination  Agreement Respecting Certain Inventory.  With respect to
certain of Mortgagor's  inventory,  Mortgagee's  security interest  hereunder is
subject  to the  terms  of that  certain  Subordination  Agreement,  dated as of
January 27, 1997, between and among Mortgagor, Mortgagee, BMG Distribution, Sony
Music Entertainment, Inc., UNI Distribution Corporation, Polygram Group

                                      -28-


<PAGE>



Distribution, Warner/Elektra/Atlantic Corp., EMI Music Distribution and Alliance
Entertainment Corp.

     39.  Prior  Mortgage.  (a) This  Mortgage is subject and  subordinate  to a
certain first mortgage from Mortgagor to Barnett Bank of Broward  County,  dated
September 13, 1990 (the "Prior Mortgage").

     (b) Any default in the payment or the  performance of any of the covenants,
conditions,  or agreements  contained in the Prior Mortgage shall, at the option
of the  Mortgagee,  also  constitute an Event of Default  hereunder and, in such
event,  the Mortgagee shall be entitled to accelerate  payment of this Mortgage,
the Note and  Mortgagor's  obligations  to  Mortgagee  under  the  Reimbursement
Agreement,  so that they shall be and become  immediately  due and payable,  and
Mortgagee  shall have all such other and further  rights and  remedies as may be
provided hereunder and by law.

     (c)  Mortgagor  shall duly,  promptly,  and fully  perform the following in
regard to the Prior Mortgage:

          (i) Mortgagor shall promptly pay, when due and payable,  the interest,
     installments of principal,  and all other sums and charges mentioned in and
     payable under the Prior  Mortgage.  Mortgagor  shall  promptly  perform and
     observe all of the terms, covenants, and

                                      -29-


<PAGE>



     conditions required to be performed and observed by the Mortgagor under the
     Prior Mortgage,  and shall do all things necessary to preserve and keep the
     Prior Mortgage free from default.

          (ii)  Mortgagor  shall  promptly  notify  Mortgagee  in writing of any
     default by Mortgagor in the  performance or observance of any of the terms,
     covenants, or conditions on the part of Mortgagor to be performed under the
     Prior Mortgage.

          (iii) Mortgagor shall: (a) promptly notify Mortgagee in writing of the
     receipt by Mortgagor of any notice (other than notices  customarily sent on
     a regular  basis) from the  mortgagee  under the Prior  Mortgage and of any
     notice alleging or claiming any default by the Mortgagor in the performance
     or observance of any of the terms,  covenants, or conditions on the part of
     the Mortgagor to be performed or observed under the Prior Mortgage, and (b)
     promptly  cause a copy of each such notice  received by Mortgagor  from the
     mortgagee under the Prior Mortgage to be delivered to Mortgagee.

          (iv)  Mortgagor  shall  not,  without  the prior  written  consent  of
     Mortgagee,   enter  into  any  agreement  or  accept  the  benefit  of  any
     arrangement   whereby  the  mortgagee  under  the  Prior  Mortgage  waives,
     postpones, extends, reduces, or modifies (i) the payment of any installment
     of interest or interest and principal or (ii) any other term, covenant,  or
     condition of the Prior Mortgage.

          (v) Mortgagor  shall,  within ten (10) days after written  demand from
     Mortgagee,  use his best efforts to obtain from the  mortgagee of the Prior
     Mortgage and deliver to

                                      -30-


<PAGE>



     Mortgagee a  certificate  stating that the Prior  Mortgage is in full force
     and effect,  is  unmodified,  and that no notice of default  thereunder has
     been  served on the  Mortgagor  and  stating  whether  or not there are any
     defaults thereunder, and specifying the nature of such defaults, if any.

          (vi)  Mortgagor  shall  furnish to  Mortgagee,  upon demand,  proof of
     payment  of all  items  which  are  required  to be paid  by the  Mortgagor
     pursuant  to the Prior  Mortgage.  Mortgagor  shall  furnish to  Mortgagee,
     without notice or demand, proof of payment of all items, notice of which is
     required to be given to the mortgagee under the Prior Mortgage.

          (vii)  Mortgagor  shall execute and deliver,  on request of Mortgagee,
     such  instruments  as  Mortgagee  may deem  useful or  necessary  to permit
     Mortgagee to cure any default under the Prior Mortgage or permit  Mortgagee
     to take such  other  action as  Mortgagee  considers  desirable  to cure or
     remedy the matter in default and  preserve the interest of Mortgagee in the
     Mortgaged Property.

          (viii)  Mortgagor  shall  promptly  forward to Mortgagee  all notices,
     reports,  and  documents  which  Mortgagor  is  requested  to  provide  the
     mortgagee  under the Prior  Mortgage and pursuant to any other  document or
     agreement between Mortgagor and the mortgagee under the Prior Mortgage.

     (d) If the Mortgagor  fails to pay an  installment  of interest or interest
and principal on the Prior Mortgage when the same become due, the Mortgagee may,
without notice to Mortgagor,

                                      -31-


<PAGE>



pay the same,  and  Mortgagor  shall repay to Mortgagee  the amount so paid with
interest  thereon at the  highest  rate of interest  permitted  to be charged by
applicable law and the same shall be added to the mortgage  indebtedness  and be
secured by this Mortgage.

     40.  Waiver of Jury Trial.  MORTGAGOR BY EXECUTION  HEREOF AND MORTGAGEE BY
ACCEPTANCE HEREOF HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND
ALL  RIGHTS  EACH  MAY  HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY  LITIGATION
(INCLUDING  BUT NOT LIMITED TO ANY CLAIMS,  CROSS CLAIMS OR THIRD PARTY  CLAIMS)
ARISING  OUT OF,  UNDER,  OR IN  CONNECTION  WITH  THIS  MORTGAGE  AND  SECURITY
AGREEMENT.  MORTGAGOR  AND  MORTGAGEE  ACKNOWLEDGE  THAT THE  PROVISIONS OF THIS
PARAGRAPH  HAVE BEEN A MATERIAL  INDUCEMENT  TO  MORTGAGEE  TO PROVIDE  THE LOAN
EVIDENCED BY THE NOTE AND TO EXECUTE AND DELIVER THE URT GUARANTY.

     IN WITNESS  WHEREOF,  Mortgagor  has executed  this Mortgage on the day and
year first above written.

                                                Peaches Entertainment Corp.,
                                                a Florida Corporation

                                                By:     s/Brian Wolk
                                                    -----------------------
                                                 Name: Brian Wolk

                                                 Title: Executive Vice President

                                      -32-


<PAGE>


STATE OF FLORIDA                           )
                                           :
BROWARD COUNTY                             )

     I, the undersigned  authority,  a Notary Public in and for said County,  in
said State,  hereby  certify  that Jason Wolk,  an Executive  Vice  President of
Peaches Entertainment Corp., a Florida corporation,  whose name is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this day
that, being informed of the contents of the said instrument, he, as such officer
and with full  authority,  executed the same  voluntarily as of the day the same
bears date.

     GIVEN under my hand and seal, this 3 day of February , 1997.

                                          s/ Olga E. Salgado
                                      --------------------------------------
                                      Notary Public

                                      My commission expires:      1/27/98

NOTARIAL SEAL                         [Notarial Seal Affixed to Execution Copy]


                                      -33-


<PAGE>


                                   Exhibit A
                                   [Omitted]

<PAGE>

                                   Exhibit B
                                   [Omitted]