EXHIBIT 10.87

THIS INSTRUMENT PREPARED BY
AND WHEN RECORDED RETURN TO:
Brendan R. Marx, Esq.
Gerstein & Churchill, P.C.
300 Park Avenue
New York, New York 10022
------------------------------------------------------------------------
                                           SPACE ABOVE LINE FOR RECORDER'S USE

STATE OF ALABAMA  )
                  )
COUNTY OF MOBILE  )

                       MORTGAGE WITH ASSIGNMENT OF RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING
                               As of May 11, 2000


     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  Allan  Wolk  Individual
Retirement  Account  Rollover  ("Mortgagee"),  whose address is c/o Bear Stearns
Corporation,  as Custodian  for Allan Wolk IRA  Rollover,  245 Park Avenue,  New
York, New York 10167.

     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  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 $200,000 (the "Note").

     2. For good and valuable consideration and as an inducement to Mortgagee to
make the credit  extensions  contemplated  by the Note,  Mortgagor has agreed to
execute and deliver this Mortgage and Security Agreement.


                                      -28-
<PAGE>

                                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)
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 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").

     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.

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


                                      -29-
<PAGE>

                        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.  Mortgagor  shall use  reasonable  efforts to
ensure  that any  contracts  and other  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 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  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.


                                      -30-
<PAGE>

     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: (a) the replacement  cost of the  improvements on
the  Mortgaged  Property,  and (b) the  maximum  coverage  available  under  the
National  Flood  Insurance  Program  for the  particular  type and  location  of
property.

     (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 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


                                      -31-
<PAGE>

     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  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 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


                                      -32-
<PAGE>

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) 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


                                      -33-
<PAGE>

fees, attorneys' fees and expenses, 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  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 (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

          (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 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, 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:

     (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


                                      -34-
<PAGE>

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 tn 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);

     (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  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


                                      -35-
<PAGE>

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 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  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 marshaling 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.

     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.


                                      -36-
<PAGE>

     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  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.

     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.


                                      -37-
<PAGE>

     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 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 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  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.


                                      -38-
<PAGE>

     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 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
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  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.


                                      -39-
<PAGE>

     25. Financial Documents. Mortgagor shall furnish to Mortgagee within ninety
(90) days of the end of each  fiscal  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 its 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 applicable
law.

     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.

     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.

     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


                                      -40-
<PAGE>

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 ln
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 Note. This Mortgage secures, in addition to the Note,
all  extensions,  renewals,  consolidations  and  modifications  thereof and all
substitutions  and  replacements  therefor.  The terms the "Note"  includes  all
extensions,  modifications,  renewals  and  consolidations  of the  Note 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 c/o Allan Wolk,
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. Prior  Mortgages.  (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
and the Note, 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:


                                      -41-
<PAGE>

     (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  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 its best  efforts  to  obtain  from the  mortgagee  of the Prior
Mortgage and deliver to 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


                                      -42-
<PAGE>

     (d) If the Mortgagor  falls 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,  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


                             Allan Wolk Individual Retirement Account Rollover

                             By: /s/ Allan Wolk
                                 --------------------------------------
                                 Name:  Allan Wolk


                                      -43-
<PAGE>

                                   EXHIBIT "A"

                                Legal Description

That real property situate in the County of Mobile, State of Alabama,  described
as follows, to- wit:

     Commencing  at a point on the South right of way line of Airport  Boulevard
     where  it is  intersected  by the west  right  of way  line of Wragg  Swamp
     Drainage Canal, run thence South 89 degrees 38 minutes West along the South
     right of way line of Airport  Boulevard a distance  of 2553.64  feet to the
     Northwest corner of Downtown West, Unit One as recorded in Map Book 17 page
     118, Probate Court Records, Mobile County, Alabama; thence continuing South
     89 degrees 30  minutes  West along said South  right of way line of Airport
     Boulevard  run 200 feet to the point of beginning  of the  property  herein
     described;  thence  continuing  South 89 degrees 38 minutes West along said
     South  right  of way  line of  Airport  Boulevard  run 120 feet to a point;
     thence run South 00 degrees 22 minutes East 310 feet to a point; thence run
     North 89  degrees  38  minutes  East 120 feet to a point;  thence  North 00
     degrees 22 minutes West 310 feet to the point of beginning.


                                      -44-
<PAGE>

STATE OF FLORIDA    )
                    ) :
BROWARD COUNTY      )

I, the undersigned  authority,  a Notary Public in and for said County,  in said
State,  hereby  certify that Brian 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 11th day of May, 2000

/s/ Beatriz Rodriguez
-------------------------------
Notary Public
My commission expires:


                                 [NOTARIAL SEAL]



STATE OF FLORIDA    )
                    ) :
BROWARD COUNTY      )

I, the undersigned, a Notary Public in and for said County in said State, hereby
certify that Allan Wolk, 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, executed the same  voluntarily on the
day the same bears date.

GIVEN under my hand and seal, this 11th day of May, 2000

/s/ Beatriz Rodriquez
-------------------------------
Notary Public
My commission expires:


                                 [NOTARIAL SEAL]


                                      -45-