Exhibit 10.67

<PAGE>

                               SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT,  dated  January  27,  1997,  is between  Peaches
Entertainment  Corp., a Florida corporation (the "Debtor"),  and URT Industries,
Inc., a Florida corporation (the "Secured Party").

     WHEREAS,  the Debtor is obligated to the Secured Party for the repayment of
certain  indebtedness,  as evidenced by that certain URT Promissory  Note, dated
January 27, 1997 and that certain Peaches-URT Reimbursement Agreement,  dated as
of January 27, 1997; and

     WHEREAS,  the parties hereto desire to secure the obligations of the Debtor
to the Secured Party;

     NOW,  THEREFORE,  intending to be legally bound, the Debtor and the Secured
party agree as follows:

1.   Definitions.

     Whenever  used  herein,  the  following  terms  shall,  unless the  context
otherwise requires, have the following respective meanings:

     (a)  "Account"  means any right to payment  for goods sold or leased or for
services rendered which is not evidenced by an instrument or chattel paper.

     (b)  "Account  Debtor"  means the Person who is  obligated on an Account or
Contract Right.

     (c) "Collateral"  means all goods (including but not limited to Inventory),
equipment,   accounts   receivable,   Contract   Rights,   Documents  of  Title,
instruments,  fixtures,  chattel  paper,  and General  Intangibles  owned by the
Debtor and all Proceeds thereof.

     (d)  "Contract   Right"  means  any  right  to  payment  under  a  contract
(including,  but not limited to,  contracts  for the sale or leasing of goods or
for the rendering of services) not yet earned by  performance  and not evidenced
by an instrument or chattel paper.

     (e) "Document of Title" means a bill of lading, dock warrant, dock receipt,
warehouse  receipt  or order  for the  delivery  of  goods,  and also any  other
document  which in the regular  course of business  or  financing  is treated as
adequately  evidencing  that the  Person  in  possession  of it is  entitled  to
receive, hold and dispose of the document and the goods it covers.

     (f) "Fair Market Value" means the value of property  determined in an arm's
length  transaction  between a willing and informed buyer under no compulsion to
buy and a willing and informed seller under no compulsion to sell.

                                                      

<PAGE>



     (g)  "General  Intangibles"  means things in action,  patents,  copyrights,
trademarks, royalties, goodwill, literary rights and all other personal property
other than goods, Accounts,  Contract Rights, Documents of Title, chattel paper,
instruments and money.

     (h) "Interest Rate" means the rate of interest  payable by the Debtor under
the URT Promissory Note.

     (i) "Inventory" means tangible person property held for sale or lease or to
be furnished under contracts of service,  tangible  personal  property which has
been so leased or furnished,  and raw  materials,  work in process and materials
used,  produced or consumed in business,  and shall  include  tangible  personal
property sold on a sale or return basis,  tangible personal property returned by
the  purchaser   following  a  sale  thereof  and  tangible   personal  property
represented by Documents of Title.  All equipment,  accessories and parts at any
time  attached or added to items of  Inventory or used in  connection  therewith
shall be deemed to be part of the Inventory.

     (j)  "Liabilities"  means all  existing  and  future  liabilities,  whether
absolute  or  contingent,  of the  Debtor  to the  Secured  Party of any  nature
whatsoever  arising  under  the URT  Promissory  Note or under  the  Peaches-URT
Reimbursement Agreement.

     (k)  "Person"  means  an  individual,   a  corporation,   a  government  or
governmental  subdivision or agency or  instrumentality,  a business  trust,  an
estate,  a trust, a  partnership,  a cooperative,  an  association,  two or more
Persons  having a joint or common  interest,  or any other  legal or  commercial
entity.

     (l) "Proceeds"  means  whatever is received when  Collateral or Proceeds of
Collateral  is sold,  exchanged,  collected  or  otherwise  disposed of and also
includes  payments and rights to payment  under any  policies of insurance  with
respect to any Collateral.  The term includes the Account arising when the right
to payment is earned under a Contract  Right  representing  such  Proceeds  and,
without limitation, any accounts receivable representing such Proceeds.

2.   Grant of Security.

     To secure the payment,  promptly when due, and the punctual  performance of
all of the  Liabilities,  the  Debtor  hereby  grants  to the  Secured  Party  a
continuing lien upon and security interest in all of the Collateral.

3.   Records and Certifications.

     The Debtor shall  faithfully keep complete and accurate books,  records and
lists and make all necessary  entries therein to reflect the quantities,  costs,
current values and locations of its Inventory,  Accounts,  accounts  receivable,
Contract  Rights,  Documents  of  Title,   instruments,   fixtures  and  General
Intangibles and the transactions  and facts giving rise to such Collateral,  and
the Debtor shall keep the Secured Party fully and accurately  informed as to the
locations of all such books, lists and

                                       -2-


<PAGE>



records.  The Debtor shall permit the Secured  Party's  agents to have access to
such  books,  lists and  records on the  Debtor's  premises  for the  purpose of
examining,  auditing and copying them.  If the Debtor  refuses the Secured Party
access in accordance with this provision,  then the Secured Party shall have the
right to take possession of such books, lists and records,  which right shall be
enforceable by an action of replevin or by any other  appropriate  remedy at law
or in equity.

4.   Title, Etc.

     The Debtor has acquired absolute and exclusive title to each and every item
or  unit of the  Collateral  free  and  clear  of all  liens,  claims,  security
interests and other  encumbrances,  except those created  hereby in favor of the
Secured  Party and those  created in favor of the Majors and  Alliance  (as such
entities  are defined in the plan of  reorganization  filed by the Debtor in its
bankruptcy  case filed in the United  States  Bankruptcy  Court for the Southern
District of Florida, Case No. 96-20153- BKC-RBR) in accordance with said plan of
reorganization.  The Debtor will warrant and defend its title to the Collateral,
subject to the aforesaid  rights of the Secured  Party,  the Majors and Alliance
against the claims and demands of all other persons whomsoever. Without limiting
the generality of the foregoing, the Debtor will not pledge, assign or otherwise
encumber,  or permit any liens or  security  interests  to attach to, any of the
Collateral,  nor permit any of the  Collateral to be levied upon under any legal
process,  other  than  those  liens  described  above.  Upon any  breach  of the
foregoing  covenant  against  encumbrances,  the Secured  Party may, at its sole
election but without  obligation  to do so,  discharge the  encumbrance  for the
account of and without  notice to the Debtor,  and all expenses  incurred by the
Secured Party in so doing,  together with interest thereon at the Interest Rate,
shall be added to the  Liabilities and shall be payable by the Debtor on demand.
Without the prior written  consent of the Secured Party in each case, the Debtor
will not sell, exchange,  lease, lend, salvage,  replace or otherwise dispose of
any item or unit of the Collateral or any of the Debtor's rights therein, except
that so long as the Debtor is not in default  hereunder,  the Debtor  shall have
the  right in the  ordinary  course  of its  business  to  process  and sell its
Inventory and collect payment therefor in the ordinary course of business.

5.   Taxes and Liens.

     The Debtor will  immediately  notify the  Secured  Party in the event there
ever arises against any of the  Collateral any lien,  assessment or tax or other
liability, whether or not entitled to priority over the Secured Party's security
interest hereunder.  In any such event, whether or not such notice is given, the
Secured Party shall (unless such lien, assessment, tax or other liability is the
subject of an appeal by the Debtor and an  appropriate  bond has been  posted to
stay the  effect of any  resulting  lien)  have the right (but shall be under no
obligation)  to pay any tax or  other  liability  of the  Debtor  deemed  by the
Secured Party in good faith to affect the Secured Party's  interests  hereunder.
The Debtor shall repay to the Secured Party on demand all sums which the Secured
Party  shall  have  paid  under  this  section  in  respect  of  taxes  or other
liabilities of the Debtor,  with interest  thereon at the Interest Rate, and the
Debtor's  liability to the Secured Party for such  repayment with interest shall
be included in the  Liabilities.  The Secured  Party shall be  subrogated to the
extent  of any such  payment  by it to all the  rights  and  liens of the  payee
against the Debtor.

                                       -3-


<PAGE>



6.   Insurance.

     The Debtor shall bear all risk of loss,  destruction  and damage to any and
all of the Collateral  from any cause  whatsoever at any time during the term of
this  Agreement,  and shall at its own cost and expense  obtain and keep in full
force and effect, in kind and form reasonably  satisfactory to the Secured Party
and with insurers of recognized standing in the financial community or otherwise
approved by the Secured Party,  insurance  covering the Collateral  wherever the
same may be, insuring against the risks of fire,  explosion and theft, all other
risk of physical loss or damage, and such other risks as are customarily insured
against by corporations engaged in the same business and similarly situated with
the  Debtor  (and  specifically   including  vandalism  and  malicious  mischief
coverage),  in an amount or amounts usually  carried by corporations  engaged in
the same business and similarly  situated with the Debtor.  All policies of such
insurance  shall be written for the benefit of the Debtor and the Secured  Party
as the insureds,  shall bear an endorsement in form  satisfactory to the Secured
Party  naming the Secured  Party,  the Majors,  Alliance  and the Debtor as loss
payees, as their respective interests may appear, and shall provide for at least
ten (10) days' advance written notice to the Secured Party of any  cancellation.
The Secured  Party and the Debtor  agree that all  insurance  proceeds  shall be
payable  to the Debtor if at the time of such  payment no Event of Default  then
exists.  A copy of all such  policies  (or, in the Secured  Party's  discretion,
certificates  therefor)  shall be lodged with the Secured  Party.  If the Debtor
fails to pay any premium on any such insurance, the Secured Party shall have the
right,  but shall be under no  obligation,  to pay such premium for the Debtor's
account.  The Debtor  shall repay to the Secured  Party on demand all sums which
the  Secured  Party shall have paid under this  section in respect of  insurance
premiums, with interest thereon at the Interest Rate, and the Debtor's liability
to the Secured Party for such  repayment  with interest shall be included in the
Liabilities.  The Debtor  hereby  assigns to the Secured  Party,  the Majors and
Alliance,  as their interests may appear,  any return or unearned  premium which
may be due upon the  cancellation  for any  reason  whatsoever  of any policy of
insurance maintained in respect of the Collateral and hereby directs the insurer
to pay the  Secured  Party,  the Majors and  Alliance,  as their  interests  may
appear,  any amount so due, except that the Secured Party shall have no right to
any such amount unless and until there exists an Event of Default.  The Debtor's
right to receive payment of any such return or unearned premium and the proceeds
of any such insurance shall constitute a part of the Collateral.

7.   Control of and Access to Inventory.

     The Debtor shall  maintain  possession and control of its Collateral at all
times,  provided  that upon the  occurrence  of an Event of Default  the Secured
Party shall have the right to take  possession of the  Collateral or any portion
thereof,  and for the purpose of taking  custody of such  Collateral  the Debtor
agrees that upon request of the Secured Party it will lease warehousing space in
the Debtor's own  premises to the Secured  Party and will erect such  structures
and post such  signs as the  Secured  Party may  require  in order to place such
Collateral under the exclusive control of the Secured Party. Notwithstanding any
taking of  possession  by the Secured  Party of any  Collateral,  the same shall
remain at all times at the Debtor's sole risk, and to the full extent  permitted
by law the  Secured  Party  shall not be  responsible  for any  loss,  damage or
diminution in the value thereof. If any of the

                                       -4-


<PAGE>



Collateral is or becomes evidenced by a Document of Title, the Secured Party may
require  the  Debtor  to  promptly  deliver  the  same  to  the  Secured  Party,
appropriately  endorsed  to the  order  of  the  Secured  Party.  All  costs  of
transportation,  packaging, custody, processing,  storage, insurance and salvage
of any unit or item of the Collateral which may be incurred by the Secured Party
shall be  promptly  repaid to the  Secured  Party by the  Debtor  together  with
interest thereon at the Interest Rate, and the Debtor's liability to the Secured
Party for such repayment with interest shall be included in the Liabilities. The
Debtor will afford the Secured  Party's agent access to the Collateral from time
to time upon request for purposes of  examination,  inspection and appraisal and
to verify the Debtor's records pertaining thereto.

8.   Notices of Loss, Etc.

     The Debtor will  immediately  notify the Secured Party of any event causing
any material deterioration, loss or depreciation in value of the Collateral.

9.   Accounts and Contract Rights.

     (a) The Secured Party hereby  authorizes the Debtor to collect all Accounts
from the  Account  Debtors.  Upon the  occurrence  of an Event of  Default,  the
Secured  Party  shall  have the right,  acting if it so chooses in the  Debtor's
name, to collect the Debtor's  Accounts  itself,  to sell,  assign,  compromise,
discharge or extend the time for  repayment of any Account,  to institute  legal
action for the  collection  of any Account,  and to do all  reasonable  acts and
things necessary or incidental thereto.  The Debtor hereby ratifies all that the
Secured  Party shall do in accordance  with the terms hereof.  The Secured Party
may at any time, after the occurrence of an Event of Default, notify any Account
Debtor that the Account  payable by such Account Debtor has been assigned to the
Secured  Party and is to be paid directly to the Secured  Party.  At the Secured
Party's request,  after the occurrence of an Event of Default,  the Debtor shall
so notify Account  Debtors and shall indicate on all billings to Account Debtors
that payments  thereon are to be made to the Secured Party.  Without the written
consent of the Secured  Party,  the Debtor  shall not  unreasonably  compromise,
discharge,  extend the time for payment of or otherwise  grant any indulgence or
allowance with respect to any Account.

     (b) If any of the Debtor's Accounts is or becomes evidenced by a promissory
note, a trade  acceptance or any other  instrument for the payment of money, the
Debtor will promptly provide notice to the Secured Party of such instrument and,
upon the written  request of the  Secured  Party,  will  promptly  deliver  such
instrument  to the  Secured  Party  appropriately  endorsed  to the order of the
Secured  Party.  Regardless of the form of such  endorsement,  the Debtor hereby
waives presentment,  demand,  notice of dishonor,  protest and notice of protest
and all other notices with respect thereto.

                                       -5-


<PAGE>



10.  Significant Locations.

     The Debtor represents and warrants to the Secured Party as follows: (i) the
chief executive  office of the Debtor is located at 1180 East  Hallandale  Beach
Boulevard,  Hallandale,  Florida 33009,  and such chief executive  office is the
sole  location  where the  Debtor  maintains  the  records  with  respect to the
Collateral;  and (ii) the  locations set forth in Schedule A hereto are the only
locations  where  the  Debtor  stores  or  processes  Inventory,   other  goods,
equipment, and instruments.  The Debtor will notify the Secured Party in writing
prior to any change in any of the locations  specified  above and will reimburse
the  Secured  Party  for the costs of any  additional  Uniform  Commercial  Code
filings  requested  by the  Secured  Party  as a result  thereof.  If any of the
Collateral or any of the Debtor's  records  concerning any of the Collateral are
at any time to be located on  premises  leased by the  Debtor,  or any  premises
owned by the Debtor subject to a mortgage or other lien, the Debtor will provide
notice of such  intent to the  Secured  Party not less than 30 days prior to the
delivery  of any such  Collateral  or records to such  premises,  and,  upon the
written  request of the  Secured  Party,  the Debtor  will  promptly  obtain and
deliver to the Secured  Party an agreement in form  satisfactory  to the Secured
Party (a) subordinating the landlord's,  mortgagee's or other lienholder's right
to  enforce  against  the  Debtor  any  claims  for  monies due under the lease,
mortgage or other lien by levy or  distraint  or other  proceedings  against the
Collateral or against the Debtor's records  concerning the same and (b) assuring
the Secured  Party's  access to such  Collateral  and records to facilitate  the
Secured  Party's  exercise of its right to take possession  thereof.  The Debtor
agrees to notify  the  Secured  Party  promptly  in the event of a change in the
location of any place of business or the  establishment  of any additional place
of business of the Debtor.

11.  Further Assurances.

     The Debtor will execute and deliver to the Secured  Party from time to time
all such other agreements,  instruments and other documents  (including  without
limitation all requested financing and continuation  statements) and do all such
other  further acts and things as the Secured  Party may  reasonably  request in
order to  further  evidence  or carry  out the  intent of this  Agreement  or to
perfect the lien and security interest created hereby or intended so to be.

12.  Default and Remedies.

     The Debtor shall be in default  hereunder  upon the occurrence of an "Event
of Default" as defined in either of the URT Promissory  Note or the  Peaches-URT
Reimbursement Agreement.

     Upon the occurrence of any Event of Default which shall be continuing,  (i)
unless the Secured party shall elect otherwise, the entire unpaid amount of such
of the  Liabilities  as are not then  otherwise  due and  payable  shall  become
immediately  due and  payable  without  notice to or demand on the Debtor or any
guarantor of any of the Liabilities  (the Debtor and all such guarantors  being,
collectively,  the  "Obligors")  and (ii) the  Secured  Party may at its  option
exercise from time to time any and all rights and remedies available to it under
the  Uniform  Commercial  Code or  otherwise,  including  the right to  collect,
assemble, receipt for or foreclose or otherwise realize upon any of the

                                       -6-


<PAGE>



Collateral  and to dispose  of any of the  Collateral  at one or more  public or
private sales or other proceedings, and the Debtor agrees that the Secured Party
or its nominee may become the  purchaser  at any such sale or sales.  The Debtor
agrees that ten (10) days shall be  reasonable  prior  notice of the date of any
public sale or other disposition of all or any part of the Collateral, or of the
date on or after which any private sale or other  disposition of the same may be
made.

     All rights and remedies  granted the Secured  Party  hereunder or under any
other  agreement  between  the  Secured  Party  and the  Debtor  shall be deemed
concurrent and cumulative and not alternative, and the Secured Party may proceed
with any number of remedies at the same time or at different times until all the
Liabilities are fully  satisfied.  The exercise of any one right or remedy shall
not be deemed a waiver or release of or an  election  against any other right or
remedy,  and  the  Secured  Party  may  proceed  against  any one or more of the
Obligors and the  Collateral and any other  collateral  granted by the Debtor to
the Secured  Party under any other  agreement,  all in any order and through any
available  remedies.  A waiver on any one  occasion  shall not be construed as a
waiver or bar on any future occasion.  All property of any kind held at any time
by the  Secured  Party as  Collateral  shall  stand as one  general,  continuing
collateral  security for all the  Liabilities and may be retained by the Secured
Party as security until all the Liabilities are fully satisfied.

13.  Payment of Expenses.

     The Debtor will pay to the Secured Party on demand  (together with interest
thereon at the Interest  Rate) any and all expenses  (including  all  reasonable
attorneys' fees, whether incurred at trial, on appeal or without litigation, and
all legal expenses) which may have been incurred by the Secured Party (i) in the
prosecution  or defense of (or otherwise in connection  with) any action growing
out of or connected with the subject matter of this Agreement,  the Liabilities,
the Collateral or any of the Secured Party's rights therein or thereto;  or (ii)
in connection with the custody,  preservation,  use, operation,  preparation for
sale or sale of any of the Collateral,  the incurring of all of which are hereby
authorized  to the  extent  the  Secured  Party  in good  faith  deems  the same
advisable. The Debtor's liability to the Secured Party for any such payment with
interest  shall be  included in the  Liabilities.  The  enumeration  of specific
Events of Default  shall not  compromise  the demand  character of any Liability
which by its terms is payable on demand,  and demand may be made  thereon at any
time  irrespective  of the  non-occurrence  of any such  Event of  Default,  any
provision hereof to the contrary notwithstanding. The Proceeds of any Collateral
received by the Secured Party at any time before or after default,  whether from
a sale or other  disposition  of  Collateral  or  otherwise,  or the  Collateral
itself,  may be applied with reasonable  promptness to the payment in full or in
part of such of the  Liabilities  and in such  order and  manner as the  Secured
Party may elect.  The  Debtor,  to the  extent of its rights in the  Collateral,
waives and releases any right to require the Secured Party to collect any of the
Liabilities  from any other of the Collateral or any other  collateral then held
by the Secured  Party  under any theory of  marshaling  of assets or  otherwise,
provided, however, that the Secured Party shall be subject to the obligations of
a secured  party  under the  Uniform  Commercial  Code to act in a  commercially
reasonable manner.

                                       -7-


<PAGE>



14.  Power of Attorney.

     The Debtor hereby  irrevocably  appoints any officer,  employee or agent of
the Secured Party as the Debtor's true and lawful  attorney-in-fact  with power,
upon the  occurrence  of an Event of Default,  to (i) endorse the Debtor's  name
upon any notes,  checks,  drafts,  money orders, or other instruments of payment
that  may  come  into  the  Secured  Party's  possession  and  which  constitute
Collateral  or proceeds of any  Collateral;  (ii) sign and endorse the  Debtor's
name  upon  any  documents  of  title,  invoices,   freight  or  express  bills,
assignments, verifications and notices in connection with any of the Collateral,
and any  instruments  or documents  relating  thereto or to the Debtor's  rights
therein;  and (iii) execute in the Debtor's name and file one or more  financing
statements  covering the  Collateral.  Any such  attorney-in-fact  of the Debtor
shall have full power to do any and all things necessary to be done with respect
to the above  transactions  as fully and effectually as the Debtor might do, and
the Debtor hereby  ratifies all that said attorney shall lawfully do or cause to
be done by virtue hereof.

15.  Miscellaneous.

     (a) At no time  during the past five years has the Debtor  been known by or
used any name, including any trade or fictitious name, other than that set forth
in the  premises of this  Agreement.  The Debtor  shall give the  Secured  Party
notice prior to any change in its name,  or its use of any trade,  fictitious or
other additional name.

     (b) This Agreement  shall commence on the date hereof and shall continue in
full force and effect so long as any of the Liabilities shall exist from time to
time. If after the discharge of all Liabilities  the Debtor should  subsequently
incur additional Liabilities,  this Agreement shall automatically be revived and
thereafter  continue  in full  force and effect  until such time as the  Debtor,
having no Liabilities  then outstanding and not then being entitled to incur any
additional  Liabilities,  shall give written  notice to the Secured Party of its
election to terminate this Agreement.

     (c) Absent manifest error,  statements of account rendered to the Debtor by
the Secured Party hereunder shall become final and be effective unless objection
thereto is made within thirty (30) days of receipt by the Debtor.

     (d) No  modification  or waiver of any provision  hereof shall be effective
unless  the  same is in  writing  and  signed  by the  party  against  whom  its
enforcement is sought.

     (e) This  Agreement  may be signed in any  number  of  counterparts  and by
different parties in separate  counterparts,  all with the same effect as if the
signature  were on the same  counterpart,  and all  counterparts  hereof,  taken
together, shall constitute but one and the same Agreement.

     (f) The  representations,  warranties,  covenants and agreements  contained
herein are all material and  continuing,  and any material breach of any of them
shall constitute a material breach of this Agreement.

                                       -8-


<PAGE>


     (g) Words of any gender shall include any other gender,  and singular words
shall  include  the plural and vice versa,  whenever  the same is  necessary  to
produce a fair and meaningful construction.

     (h) All the rights and  remedies of the Secured  Party  hereunder  shall be
cumulative  with and not alternative to or in lieu of the Secured Party's rights
and remedies under any other agreement or agreements.

     (i) This  Agreement  shall bind and inure to the benefit of the parties and
their respective successors and assigns, except that the Debtor shall not assign
any of its respective  rights hereunder without the prior written consent of the
other party hereto, which consent shall not unreasonably be withheld.

     (j) Captions in this  Agreement are included for  convenience  of reference
only and shall not constitute a part of this Agreement for any other purpose.

     (k) Any  provision  hereof  which is  prohibited  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or   unenforceability   without  affecting  the  validity  or
enforceability   of  the  remainder  of  this   Agreement  or  the  validity  or
enforceability of such provision in any other jurisdiction.

     (l) This  Agreement and all issues arising  hereunder  shall be governed by
the laws of the State of Florida,  except to the extent that the  enforceability
of any provision of this Agreement or the security  interest  created  hereunder
requires the application of the law of a jurisdiction other than Florida.

     (m) This  Security  Agreement  is  subject  to that  certain  Subordination
Agreement among URT, the Majors and Alliance, dated January 27, 1997.

     IN  WITNESS  WHEREOF,  this  Agreement  has been  duly  executed  under due
authorization on the day and year first set forth above.

                                               Peaches Entertainment Corp.

                                               By:    s/Jason Wolk
                                                     --------------------------
                                               Title: Executive Vice-President



                                               URT Industries, Inc.

                                               By:     s/Brian Wolk
                                                     --------------------------
                                               Title: Executive Vice-President



                                       -9-

<PAGE>


                                   Schedule A
                                   [Omitted]