Exhibit 10.69


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                      Peaches - URT Reimbursement Agreement

                          Dated as of January 27, 1997

     This Reimbursement  Agreement is made between Peaches  Entertainment  Corp.
("Peaches") and URT Industries, Inc. ("URT").

     A. In January 1996, Peaches filed a bankruptcy petition pursuant to chapter
11 of the United States  Bankruptcy Code (the  "Bankruptcy  Code") in the United
States  Bankruptcy  Court for the Southern  District of Florida (the "Bankruptcy
Court"), case number 96-20153-BKC-RBR (the "Bankruptcy Case").

     B. Peaches filed a  reorganization  plan in its  Bankruptcy  Case, and such
plan was  confirmed by the  Bankruptcy  Court on January 17, 1997 (the  "Plan").
(Capitalized terms used herein,  unless otherwise  defined,  shall have the same
meanings ascribed to them in the Plan.)

     C.  Pursuant to the terms of the Plan,  Peaches made certain  Allowed Claim
Notes  payable to the  Majors  and  Alliance  in the  original  amounts of their
Allowed Claims, less the Initial Payments made to each of them.

     D. As an inducement  for the Majors and Alliance to accept the Plan and the
Allowed Claim Notes issued under the Plan, URT, a major  shareholder of Peaches,
agreed to guarantee  payments  under the Allowed Claim Notes in accordance  with
the terms and conditions

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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 CONFIRMED THE
PLAN OF  REORGANIZATION  FILED IN SUCH  BANKRUPTCY  PROCEEDING.  PURSUANT  TO 11
U.S.C.  ss.1146 OF THE UNITED STATES BANKRUPTCY CODE AND FLORIDA  ADMINISTRATIVE
CODE RULE  12b-4.014(16),  NO DOCUMENTARY STAMP TAX AND/OR INTANGIBLE TAX IS DUE
AND PAYABLE ON THIS INSTRUMENT.

 

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of the Guaranty  Agreement  between and among URT, the Majors and Alliance  (the
"URT Guaranty").

     NOW, THEREFORE,  in consideration of the premises and for good and valuable
consideration, receipt whereof is acknowledged, it is agreed as follows:

     1. Peaches  agrees to reimburse  URT for each and every payment made by URT
to any of the Majors or  Alliance  under the URT  Guarantee,  each such  payment
constituting  in effect an advance  made by URT to Peaches  hereunder  (the "URT
Advances"),  together with  interest  thereon (as set forth below) and all fees,
expenses and charges (including  reasonable  attorneys' fees,  including without
limitation those for bankruptcy and appellate matters and those incurred outside
of litigation) incurred by URT in connection with the execution, collection, and
enforcement (whether by or against URT) of the URT Guaranty,  this Reimbursement
Agreement,  the Mortgage and Security  Agreement,  dated as of January 27, 1997,
between and among Peaches and URT (the "Mortgage and Security  Agreement"),  the
Subordination  Agreement,  dated as of  January  27,  1997,  between  and  among
Peaches, URT, the Majors, and Alliance, and the Security Agreement,  dated as of
January 27, 1997, between Peaches and URT (the "Security Agreement").

     2. URT Advances shall bear interest from the date that each Advance is made
(that is, the date payment is made under the URT Guaranty) to the date that such
Advance is repaid, at the Prime Rate (as defined below),  computed on the actual
days elapsed based on a 360-day year.

     3. For  purposes of the  foregoing,  "Prime  Rate" means the rate per annum
announced by The Chase  Manhattan Bank, N.A. from time to time as the Prime Rate
in effect at its  principal  place of business  in New York City,  which rate of
interest may not be the lowest rate at which The Chase

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Manhattan Bank will lend money to its customers,  and any change in the interest
rate  resulting  from a change in said Prime Rate shall be effective on the same
date as such change in the Prime Rate.

     4.  Interest  shall  increase to the Prime Rate plus two  percent  (2%) per
annum upon the  occurrence  and during  the  continuance  of an Event of Default
hereunder.

     5. In no event shall the interest rate charged hereunder exceed the maximum
rate permitted by law.

     6. If any payment of interest and/or  principal  hereunder  becomes due and
payable on a Saturday,  Sunday or business holiday in the state of Florida,  the
maturity  thereof  shall be extended to the next  succeeding  business  day, and
interest  shall be payable  thereon at the rate  herein  specified  during  such
extension.

     7. The aggregate  principal  amount of URT Advances  (the "URT  Principal")
shall  be due and  payable  in four  (4)  equal  installments  to be paid on the
following dates (the "Installment Payment Dates"): February 3, 2000; February 3,
2001;  February 3, 2002; and February 3, 2003. On each Installment Payment Date,
Peaches  also shall pay to URT all  interest  that is accrued and unpaid,  as of
such Installment Payment Date, on the unpaid URT Principal. The final payment of
the URT Principal,  together with all accrued and unpaid  interest and any other
unpaid fees, expenses and charges,  shall be due and payable in full on February
3, 2003.  Each  payment  made  hereunder  (including  any  prepayment)  shall be
credited  first  to  interest  then due and  payable,  then to any  other  fees,
expenses  and charges due and  payable,  and then the  remainder  thereof to the
unpaid  principal  balance  of this  Note,  or in such  other  order  as URT may
determine in its discretion.

     8.  The  term  "Liabilities"  shall  include  all  liabilities  of  Peaches
evidenced by this  Reimbursement  Agreement or by that certain  Promissory Note,
dated as of January 27, 1997, made

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by  Peaches  payable  to URT  (the  "Note"),  and  all  other  liabilities  (for
principal,  interest or other amounts), direct or contingent,  joint, several or
independent,  of Peaches now or hereafter existing,  due or to become due to, or
held or to be held by,  URT for its own  account  or as  agent  for  another  or
others,  whether created  directly or acquired by assignment or otherwise.  Upon
the occurrence of any of the following, each of which shall constitute an "Event
of Default," all  Liabilities  shall,  at the option of URT, be accelerated  and
become  immediately  due and payable  (except for (c) or (g), in which case such
acceleration  shall be immediate and  automatic):  (a) non-payment of any amount
due  under  this  Reimbursement  Agreement,  the  Note  or of any  of the  other
Liabilities  shall  occur;  (b)  failure  of  Peaches  to  perform  any  of  its
obligations  under the  Security  Agreement;  (c) Peaches  shall be dissolved or
become insolvent (however evidenced);  (d) the suspension of business of Peaches
or the issuance of any warrant,  process,  order of  attachment,  garnishment or
other lien  and/or the filing of a lien as a result  thereof  against any of the
property of Peaches shall occur;  (e) Peaches shall fail to promptly provide URT
with such documentation as URT may require in connection with this Reimbursement
Agreement;  (f) Peaches shall make an assignment for the benefit of creditors or
a trustee or receiver  shall be appointed for the  undersigned or for any of the
property  thereof;  and (g) any  proceeding  shall be  commenced  by or  against
Peaches under any bankruptcy,  reorganization,  arrangement of debt, insolvency,
readjustment of debt, receivership, liquidation, or dissolution law or statute.

     9. No delay on the part of URT in exercising any of its options,  powers or
rights hereunder, nor any partial or single exercise thereof, shall constitute a
waiver thereof.  No waiver by URT of any default shall be effective unless given
in writing by an authorized  officer of URT, nor shall such waiver  operate as a
waiver of such default on another occasion. The rights and

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remedies expressly  provided in this Reimbursement  Agreement are cumulative and
not  exclusive  of any rights or  remedies  which URT may  otherwise  have.  The
provisions hereof shall survive the termination of this Reimbursement Agreement.

     10.  Peaches  hereby:  (a)  consents to any  extension,  rearrangement,  or
postponement  of the time of  payment  under the URT  Guaranty  and to any other
indulgence with respect  thereto without notice to, consent of or  consideration
for Peaches;  and (b) agrees that,  notwithstanding the occurrence of any of the
foregoing,  Peaches shall be and remain  directly and  primarily  liable for all
sums due under this Reimbursement Agreement and all other Liabilities.

     11. Peaches represents and warrants to URT that Peaches is in good standing
under  the laws of the place of its  formation  and that its  execution  of this
Reimbursement Agreement has been duly authorized by all requisite actions.

     12. 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, addressed as follows:

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

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

or, in each case, at such other address as any  above-referenced  party, wishing
to change its address for  notices,  may specify  from time to time by notice to
the other party.

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     13. Peaches hereby authorizes URT to record on its account books the amount
of the URT Advances and all payments in respect thereof which  recording  shall,
in the absence of manifest error, be conclusive as to the outstanding  principal
amount of the URT Advances.

     14. This  Reimbursement  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.

     15.  Peaches  consents  to service of process on Peaches at the  address of
Peaches set forth  above,  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.

     16.  Peaches  hereby  irrevocably  waives,  to the  fullest  extent  it may
effectively do so, the defense of an  inconvenient  forum to the  maintenance of
any such lawsuit in any jurisdiction.  Peaches and URT hereby  irrevocably waive
trial by jury in any court in connection with this Reimbursement  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.

     17. Repayment of the URT Advance pursuant to this  Reimbursement  Agreement
is subject to a certain  Subordination  Agreement,  dated as of January 27 1997,
between and among the Majors, Alliance and URT.

     18.  Peaches'  obligations to URT under this  Reimbursement  Agreement,  in
accordance with the Mortgage and Security Agreement and the Security  Agreement,
are secured by: (a) a security  interest in the Majors' Inventory and Alliance's
Inventory (as defined in the aforesaid Subordination Agreement),  (b) a security
interest  in  Peaches'  Other  Inventory  (as  defined  in  said   Subordination
Agreement) and Peaches' personal property other than the Majors' Inventory and

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Alliance's Inventory, and (c) a mortgage and security interest on and in certain
real and  related  personal  property  owned by  Peaches,  as  described  in the
Mortgage and Security Agreement.

     19. This Reimbursement Agreement may not be amended or modified orally, and
may only be amended or modified in a writing executed and delivered by the party
against whom any such amendment or modification is sought to be enforced. In the
event of any conflict between this  Reimbursement  Agreement and the Plan or any
term  sheet on which  the Plan is  based,  this  Reimbursement  Agreement  shall
control.

     20. This  Reimbursement  Agreement  shall  continue to be  effective  or be
reinstated, as the case may be, at such time and to the extent that any payment,
or any part thereof,  of the principal  amount of any URT Advance,  any interest
thereon,  or any other fee, expense or charge, made by Peaches to URT hereunder,
is  rescinded  or must  otherwise  be disgorged or returned to Peaches by URT in
connection  with  any  bankruptcy  or  reorganization  of  Peaches  that  occurs
following the execution and delivery of this Reimbursement Agreement.

     21.  Peaches  agrees to pay all taxes  (including  without  limitation  any
Florida  documentary  stamp and intangible  tax) incurred in connection with the
execution,  collection  or  enforcement  of or  provision  of security  for this
Reimbursement Agreement.

     In witness whereof, Peaches and URT have executed this Reimbursement
Agreement as of the date and year first above written.

     s/Martha Rosende                             Peaches Entertainment Corp.
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Witness

                                                  By:       s/Jason Wolk
                                                      --------------------------
Print Name      Martha Rosende                    Name:   Jason Wolk
                                                  Title:     Ex. Vice-President

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     s/ Olga E. Salgado                           URT Industries, Inc.
--------------------------
Witness

                                                  By:       s/Brian Wolk
                                                      --------------------------
Print Name      Olga E. Salgado                   Name:   Brian Wolk
                                                  Title:     Ex. Vice-President



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