EXHIBIT 10.85

                            SECOND AMENDMENT TO LEASE
                                 (Store No. 52)


     THIS AMENDMENT TO LEASE,  made and entered into as of the 1st day of April,
2000,  by and between ALLAN WOLK and  SHEFFIELD  WOLK,  whose address is c/o URT
Industries,  Inc., 1180 East Hallandale  Beach  Boulevard,  Hallandale,  Florida
33009   (hereinafter   collectively   referred  to  as  "Lessor")   and  PEACHES
ENTERTAINMENT  CORPORATION,  a Florida  corporation  whose  address is 1180 East
Hallandale Beach Boulevard,  Hallandale,  Florida 33009 (hereinafter referred to
as "Lessee").

                               W I T N E S S E T H

     WHEREAS,  by lease dated as of December 13, 1984 (the "Original  Lease") as
amended  pursuant  to an  Amendment  to Lease  dated  as of  February  25,  1986
("Amendment to Lease") (collectively referred to as the "Lease"),  Lessor leased
unto Lessee and Lessee did rent from Lessor the real property  described in said
Lease,  which property is commonly known as 3001 East Colonial  Drive,  Orlando,
Florida, and is hereinafter called the "Demised Premises"; and

     WHEREAS, Lessor and Lessee are desirous of further amending the Lease as so
previously amended in accordance with the terms and conditions set forth below;

     NOW,  THEREFORE,  it is  mutually  agreed by and  between  the  parties  as
follows:

     1.  Sections 1.2 is hereby  deleted in its  entirety,  and the following is
substituted in its place and stead:

          "Section   1.2.   The  term  of  this  Lease  shall  be  a  period  of
          approximately 25 years, 3 months and 3 weeks,  commencing  December 7,
          1984 (the "Rental  Commencement  Date") and  terminating  on March 31,
          2010."

     3. Section  2.1.1(a),  as adopted  pursuant to the  Amendment to Lease,  is
hereby amended as follows:

(a)  Effective  as of April 1, 2000 and  continuing  throughout  the term of the
Lease,  Lessee  shall pay Lessor  Net  Minimum  Rent at the rate of One  Hundred
Forty-Five Thousand Dollars ($145,000.00) per annum;

     (b) If the Lease is re-newed  for the first five- year  renewal term (April
1, 2010 to March 31, 2015), Lessee shall pay Lessor Net Minimum Rent at the rate
of One Hundred  Fifty-Two  Thousand Two Hundred and Fifty Dollars  ($152,250.00)
per annum; and

<PAGE>

     (c) If the Lease is re-newed for the second  five-year  renewal term (April
1, 2015 to March 31, 2020), Lessee shall pay Lessor Net Minimum Rent at the rate
of  One  Hundred  Fifty-Nine   Thousand  Eight  Hundred  and  Sixty-Two  Dollars
($159,862.00) per annum.

     4. Sections 2.1.1(b) and 2.1.1(c),  which were previously  adopted pursuant
to the Amendment to Lease,  are hereby deleted in their entirety (in addition to
Sections 2.1.2, 2.1.2(i) and 2.1.2(ii) of the Original Lease, which were deleted
in their entirety pursuant to the Amendment to Lease).

     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals the day and year first above written.

                                         /s/ Allan Wolk
                                         --------------------------------
                                         ALLAN WOLK, as Lessor


                                           /s/ Sheffield Wolk
                                           ------------------------------------
                                           SHEFFIELD WOLK, as Lessor



                                           PEACHES ENTERTAINMENT CORPORATION,
                                           as Lessee


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


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