Exhibit 10.63

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                            INDEMNIFICATION AGREEMENT



     AGREEMENT  made as of the 14th day of July,  1995,  by and between  PEACHES
ENTERTAINMENT CORPORATION (the "Company"), a Florida corporation,  whose address
is 3451 Executive  Way,  Miramar,  Florida 33025 , and JASON WOLK,  whose office
address is 3451 Executive Way, Miramar, Florida 33025 (the "Indemnitee").


                The Company believes that in order to induce  competent  persons
                to continue to serve as officers  and  directors  and to attract
                and retain additional persons to serve in such capacities, it is
                in the best  interests  of the  Company  to  provide  them  with
                adequate  protection  against  inordinate  risks of  claims  and
                actions against them arising out of such service;

                It believes that it is reasonable, prudent and necessary for the
                Company,  contractually,  to obligate  itself to indemnify  such
                persons so that they will serve or continue to serve the Company
                free from undue  concern  that they will not be so  indemnified;
                and

                The Indemnitee is willing to serve,  to continue to serve and to
                take on  additional  service  for or on behalf of the Company on
                the condition that Indemnitee be so indemnified.


                IT IS, THEREFORE, AGREED:


                                    ARTICLE I

                                   Definitions


     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     1.1 "Board" means the Board of Directors of the Company.

     1.2 "Corporation Act" means the Florida General Corporation Act.

     1.3  "Corporate  Position"  means the position of a person as a director or
officer of the Company.

     1.4 "Company" means Peaches Entertainment Corporation.



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     1.5 "Disinterested Director" means a director of the Company who is not and
was not a party to the Proceeding in respect of which  indemnification is sought
by Indemnitee.

     1.6  "Expenses"  means all reasonable  attorneys'  fees,  retainers,  court
costs,  transcript  costs,  fees of  experts,  witness  fees,  travel  expenses,
duplicating  costs,  printing and binding  costs,  telephone  charges,  postage,
delivery service fees, and other disbursements or expenses  customarily incurred
in connection with defending,  preparing to defend,  investigating,  or being or
preparing to be a witness in a Proceeding.

     1.7 "Independent Counsel" means a law firm, or a member of a law firm which
is  selected  as  provided  under  paragraph  4(c)  of  Section  607.014  of the
Corporation Act.

     1.8 "Proceeding"  means any action,  suit,  arbitration,  alternate dispute
resolution  mechanism,  investigation,   administrative  hearing  or  any  other
proceeding whether civil, criminal, administrative or investigative,  except one
(a)  initiated by  Indemnitee,  unless the Board of Directors  consents,  or (b)
pending on or before the date hereof.


                                   ARTICLE II

                                Term of Agreement


     This Agreement shall become effective on the date hereof and terminate upon
the  later of (a) 10 years  after  the date  that  Indemnitee  ceases  to hold a
Corporate  Position,  or (b) 120 days  after  the final  termination  of (i) all
pending  Proceedings  in  respect  of which  Indemnitee  is  granted  rights  of
indemnification  or advancement of Expenses  hereunder and (ii) any adjudication
or arbitration commenced by Indemnitee under Article VIII of this Agreement.

                                   ARTICLE III

                  Services By Indemnitee, Notice of Proceedings


     3.1  Services.  Indemnitee  agrees to serve the  Company  in the  Corporate
Position to which he is elected,  subject to his  acceptance  of such  position.
However, Indemnitee shall have no obligation to continue in any such Position by
virtue of his execution of this Agreement.

     3.2 Notice of Proceeding.  Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons,  citation,  subpoena,  complaint,
indictment,  information or other document  relating to any Proceeding which may
be subject to indemnification or advancement of Expenses covered hereunder.


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                                   ARTICLE IV

                                 Indemnification


     4.1 In  General.  Without  limiting  any  other  rights of the  Company  or
Indemnitee,  as provided in Article IX hereof,  the Company  agrees to indemnify
and advance  Expenses to Indemnitee as provided in this Agreement,  if by reason
of Indemnitee's Corporate Position,  Indemnitee is, or is threatened to be made,
a party to any  threatened,  pending  or  completed  Proceeding,  including  any
Proceeding  by or in the right of the Company,  unless a judgment or other final
adjudication should establish that his actions or omissions to act were material
to the cause of action so  adjudicated  and  constitute:  (i) a violation of the
criminal law unless the Indemnitee  had reasonable  cause to believe his conduct
was lawful or had no reasonable  cause to believe his conduct was  unlawful;  or
(ii) a  transaction  from  which the  Indemnitee  derived an  improper  personal
benefit;  or (iii) in the case of a  director,  a  circumstance  under which the
liability  provisions of Section  607.144 of the Corporation Act are applicable;
or (iv) willful  misconduct or a conscious  disregard for the best  interests of
the  Company  in a  proceeding  by or in the right of the  Company  to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.

     4.2  Indemnification  for Expenses of a Witness.  Notwithstanding any other
provision  of this  Agreement,  to the extent that  Indemnitee  is, by reason of
Indemnitee's Corporate Position, a witness in any Proceeding to which Indemnitee
is not a party,  Indemnitee shall be indemnified  against all Expenses  actually
and reasonably  incurred by Indemnitee or on  Indemnitee's  behalf in connection
therewith.


                                    ARTICLE V

                             Advancement of Expenses


     The Company  shall  advance all  reasonable  Expenses  which,  by reason of
Indemnitee's  Corporate Position,  were incurred by or on Indemnitee's behalf in
connection with any threatened,  pending or completed  Proceeding within 20 days
after  receipt by the Company of (a) a statement or statements  from  Indemnitee
requesting such advance or advances,  whether before or after final  disposition
of such Proceeding and (b) an undertaking by or on behalf of Indemnitee to repay
any Expenses  advanced if it shall  ultimately be determined  that Indemnitee is
not entitled to be  indemnified  against such  Expenses.  All  statements  shall
reasonably  evidence the Expenses  incurred by  Indemnitee.  Any advance and any
undertaking to repay advances under this Article shall be unsecured and interest
free.




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                                   ARTICLE VI

         Procedures For Determination of Entitlement to Indemnification


     6.1  Initial  Request.  To obtain  indemnification  under  this  Agreement,
Indemnitee  shall  submit  to the  Company  a written  request,  including  such
documentation  and  information as is reasonably  available to Indemnitee and is
reasonably  necessary  to  determine  whether and to what extent  Indemnitee  is
entitled to indemnification.  The Secretary of the Company shall,  promptly upon
receipt of such a request for indemnification,  advise the Board in writing that
Indemnitee has requested indemnification.

     6.2 Method of  Determination.  A  determination  (if required by applicable
law) with respect to Indemnitee's  entitlement to indemnification  shall be made
in the specific case (a) by the Board by a majority vote of a quorum  consisting
of  disinterested  Directors,  (b)  if a  quorum  of  the  Board  consisting  of
Disinterested Directors is not obtainable,  or even if obtainable,  if the Board
so directs,  by Independent  Counsel selected by the Board, in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee.

     6.3  Selection,  Payment  and  Discharge  of  Independent  Counsel.  If the
determination  of  entitlement to  indemnification  is to be made by Independent
Counsel under Section 6.2 of this Agreement,  the  Independent  Counsel shall be
selected by the Board,  and the Company shall give written  notice to Indemnitee
advising Indemnitee of the identity of the Independent Counsel so selected.  The
Company  shall  pay any and all  reasonable  fees and  expenses  of  Independent
Counsel incurred by such Independent  Counsel in connection with his functioning
as such pursuant to this Agreement.

     6.4  Cooperation.  Indemnitee  shall cooperate with the person,  persons or
entity making the  determination  with respect to  Indemnitee's  entitlement  to
indemnification,  including  providing  to such  person,  persons  or entity any
documentation or information which is not privileged or otherwise protected from
disclosure  and which is  reasonably  available  to  Indemnitee  and  reasonably
necessary to such  determination.  All reasonable  costs or expenses,  including
attorneys' fees and disbursements, incurred by Indemnitee in so cooperating with
the person,  persons or entity making such  determination  shall be borne by the
Company,  irrespective of the  determination  as to Indemnitee's  entitlement to
indemnification.

     6.5  Payment.   If  it  is  determined   that  Indemnitee  is  entitled  to
indemnification,  payment to Indemnitee  shall be made within 10 days after such
determination.






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                                   ARTICLE VII

                 Presumptions and Effect of Certain Proceedings


     7.1 Burden of Proof. In making a determination  with respect to entitlement
to  indemnification  hereunder,  the  person,  persons  or  entity  making  such
determination shall presume that Indemnitee is entitled to indemnification under
this Agreement,  and the Company shall have the burden of proof to overcome that
presumption  in connection  with the making by any person,  persons or entity of
any determination contrary to that presumption.

     7.2 Effect of Other Proceedings.  The termination of any Proceeding,  or of
any  claim,  issue  or  matter  therein,  by  judgment,   order,  settlement  or
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  adversely affect the right of Indemnitee to indemnification or create a
presumption of any kind against Indemnitee.

                                  ARTICLE VIII

                             Remedies of Indemnitee

     8.1  Application.  This Article shall apply in the event of a Dispute.  For
purposes of this Article, "Dispute" shall mean any of the following events:

          (a) a  determination  under Article VI that Indemnitee is not entitled
     to indemnification;

          (b) failure to make timely advancement of Expenses under Article V;

          (c)  failure  to  make  the   determination   as  to   entitlement  to
     indemnification under Section 6.2 by the later of (i) 30 days after receipt
     by the Company of the request  for  indemnification  and (ii) 30 days after
     the final disposition of a Proceeding;

          (d) failure to make payment of indemnification  within 10 days after a
     determination has been made that Indemnitee is entitled to indemnification.

     8.2 Adjudication.  In the event of a Dispute,  Indemnitee shall be entitled
to an  adjudication in an appropriate  court of the State of Florida,  or in any
other court of  competent  jurisdiction,  of  Indemnitee's  entitlement  to such
indemnification  or  advancement  of  Expenses.  Alternatively,  Indemnitee,  at
Indemnitee's  option,  may seek an award in  arbitration  to be  conducted  by a
single arbitrator in Miami, Florida,  under the Commercial  Arbitration Rules of
the American Arbitration Association. Indemnitee shall commence any action under
this Agreement  seeking an  adjudication  or an award in arbitration  within 180
days following the date on which Indemnitee first has the right to commence such
action under this Section 8.2.

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     8.3 De Novo  Review.  If a  determination  is made  under  Article  VI that
Indemnitee is not entitled to  indemnification,  any adjudication or arbitration
commenced  under this  Article  shall be  conducted in all respects as a de novo
trial, or arbitration,  on the merits and Indemnitee  shall not be prejudiced by
reason of such adverse  determination.  In any such adjudication or arbitration,
the Company shall have the burden of proving that  Indemnitee is not entitled to
indemnification.

     8.4  Company  Bound.  If a  determination  is made  under  Article  VI that
Indemnitee  is entitled to  indemnification,  the Company shall be bound by such
determination  in any  adjudication or arbitration  absent (a) a misstatement by
Indemnitee of a material  fact,  or an omission of a material fact  necessary to
make Indemnitee's  statement not materially  misleading,  in connection with the
request for  indemnification or the furnishing of information under Section 6.4,
or (b) a prohibition of such indemnification under applicable law.

     8.5  Expenses  of  Adjudication.  If,  in  accordance  with  this  Article,
Indemnitee  seeks  an  adjudication  or  an  award  in  arbitration  to  enforce
Indemnitee's  rights under, or to recover damages for breach of, this Agreement,
Indemnitee  shall be entitled to recover  from the Company any and all  expenses
(of the types  described in the  definition of Expenses in Section 1.6) actually
and reasonably  incurred by Indemnitee in such adjudication or arbitration,  but
only  if  Indemnitee  prevails  therein.  If it  shall  be  determined  in  such
adjudication or arbitration  that Indemnitee is entitled to receive part but not
all of the  indemnification  or advancement of expenses  sought,  the Indemnitee
shall be entitled to recover expenses from the Company on a pro-rata basis.

                                   ARTICLE IX

                          Non-Exclusivity, Subrogation

     9.1  Non-Exclusivity.  The  indemnification  and  advancement  of  Expenses
provided under this  Agreement  shall not be deemed to be exclusive of any other
rights to indemnification and advancement of expenses which Indemnitee may have,
or  any  other   right  or  power   which  the   Company  may  have  to  provide
indemnification and advancement of expenses to Indemnitee, under the Corporation
Act, the certificate of incorporation or by-laws of the Company or any affiliate
of the Company,  any other agreement,  a vote of  stockholders,  a resolution of
directors or otherwise. No amendment,  alteration,  rescission or replacement of
this Agreement or any provision  hereof shall be effective as to Indemnitee with
respect  to any  action  taken or omitted  by such  Indemnitee  in  Indemnitee's
Corporate Position before such amendment, alteration, rescission or replacement.

     9.2  Subrogation.  In the event of any payment  under this  Agreement,  the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of  Indemnitee,  who shall execute all papers  required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

     9.3 No  Duplicative  Payment.  The Company  shall not be liable  under this
Agreement to make any payment of amounts  otherwise  indemnifiable  hereunder if
and to the extent

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that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

                                    ARTICLE X

                               General Provisions

     10.1 Employee  Benefit Plans.  Reference to "fines" in this Agreement shall
include without  limitation any excise taxes assessed on Indemnitee with respect
to any employee  benefit plan.  An  Indemnitee  who acted in good faith and in a
manner Indemnitee  reasonably believed to be in the interest of the participants
and  beneficiaries of an employee benefit plan shall not be deemed to have acted
in  violation  of  paragraphs  7(a)  through  (d)  of  Section  6071014  of  the
Corporation Act.

     10.2  Successors  and  Assigns.  This  Agreement  shall be binding upon the
Company  and its  successors  and  assigns  and shall  inure to the  benefit  of
Indemnitee and Indemnitee's heirs, executors and administrators.

     10.3  Severability.  If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever:

          (a)  the  validity,  legality  and  enforceability  of  the  remaining
     provisions of this Agreement  (including without limitation each portion of
     any section of this  Agreement  containing  any such  provision  held to be
     invalid,  illegal or unenforceable  that is not itself invalid,  illegal or
     unenforceable) shall not in any way be affected or impaired thereby; and

          (b) to the fullest extent possible,  the remaining  provisions of this
     Agreement  (including,  without limitation,  each portion of any section of
     this Agreement containing any such provision held to be invalid, illegal or
     unenforceable)  shall  be  construed  so as to give  effect  to the  intent
     manifested by the entire Agreement.

     10.4 No Adequate Remedy.  The parties  acknowledge that it is impossible to
measure in money the damages  which will  accrue to either  party by reason of a
failure to perform any of the obligations  under this Agreement.  Therefore,  if
either party shall  institute any action or proceeding to enforce the provisions
hereof,  the party  against  whom such action or  proceeding  is brought  hereby
waives the claim or defense that the party  bringing such action has an adequate
remedy at law, and the party against whom the action is brought shall not assert
in any such action or  proceeding  the claim or defense that the other party has
an adequate remedy at law.

     10.5  Execution  in  Counterparts.  This  Agreement  may be executed in any
number of counterparts, each of which shall be considered an original and all of
which together shall constitute one Agreement.

     10.6  Headings.  The  headings in this  Agreement  are for  convenience  of
reference

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only and shall not affect its interpretation or construction.

     10.7  Waiver.  A party shall not be deemed to have waived a right or remedy
provided in or relating  to this  Agreement  unless the waiver is in writing and
duly executed by the party.

     10.8  Notices.  All  notices,  requests,  demands and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication  shall have been directed  (which  receipt shall be required to be
given upon such  delivery);  or (ii) mailed by certified or registered mail with
postage  prepaid,  on the  third  business  day after the date on which it is so
mailed,  at the address indicated after each party's name on page 1 hereof or to
such other address as may have been furnished to Indemnitee by the Company or to
the  Company by  Indemnitee,  as the case may be in the manner  provided by this
Agreement.

     10.9  Governing  Law.  The  law  of  Florida  shall  govern  the  validity,
interpretation, construction and effect of this Agreement.

     10.10 Entire  Agreement.  This Agreement  completely  states the rights and
duties of the  parties,  sets forth their  entire  understanding  and merges all
prior and contemporaneous representations,  promises, proposals, discussions and
understandings by or between the parties,  insofar as the subject matter of this
Agreement is concerned. It may be amended only by another written agreement duly
executed by the parties.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                            PEACHES ENTERTAINMENT CORPORATION

                                            By        s/David Jackowitz
                                                  --------------------------
                                            Title     Ex. Vice-President
                                                  --------------------------
Attest:

By   s/Gail Sokolow
   ------------------------

                                            INDEMNITEE


                                                    s/Jason Wolk
                                                  --------------------------



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