EXHIBIT 10.61

January 1, 1996

It is the purpose of this letter to confirm the following  agreement between 
our two companies,  URT Industries,  Inc. ("URT") and Peaches Entertainment 
Corp. ("PEC"):

       1.     The Management and Intercorporate Agreement dated as of March 29,
              1993, as heretofore amended (the "Management Agreement"), between
              URT and PEC terminated effective as of the close of business on
              December 31, 1995 and has no further force or effect.

       2.     So long as URT and PEC file a consolidated Federal Tax Return:

              (a)   If such consolidated return shows a tax to be payable and if
                    both PEC and URT and its subsidiaries other that PEC ("URT
                    Consolidated") would have paid taxes if they had filed
                    separate returns, then the gross savings resulting from
                    filing a consolidated return ("Tax Saving") shall be
                    computed and each party shall pay a tax equal to the amount
                    which it would have paid if it had filed separately less its
                    pro-rata share of the Tax Saving.

              (b)   If such consolidated return shows a tax to be payable and if
                    only either URT Consolidated or PEC (but not both) would
                    have paid a tax if they had filed separate returns, then the
                    party which would have had to pay a tax if it had filed a
                    separate return shall pay the entire tax and, in addition,
                    pay to the other party the amount of the Tax Saving which it
                    realized as a result of the filing of the consolidated tax
                    return.

              (c)   If such consolidated return shows no tax to be payable but
                    if either PEC or URT consolidated would have had to pay a
                    tax if it had filed separately, then no tax shall be paid by
                    either party and the party which would have had to pay a tax
                    shall pay to the other party the amount of the Tax Saving
                    which it realized as a result of the filing of the
                    consolidated tax return.

              (d)   All state taxes shall be similarly adjusted.

              (e)   All determinations provided for hereunder shall be made by
                    the independent public accountants who are hired by the
                    parties to prepare the consolidated tax return and such
                    determinations by such accountants shall be final and
                    binding upon the parties.



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              (f)   URT will use its best efforts to timely prepare and file the
                    consolidated tax return for URT and subsidiaries and PEC
                    hereby agrees that it will cooperate with URT in the
                    preparation and filing of same. PEC shall provide to URT
                    promptly upon request, all financial and other information
                    required by URT for such purpose.

Please sign below to evidence our agreement.

Very truly yours,

URT INDUSTRIES, INC.


BY:


/s/                   Brian Wolk
------------------------------------------------------------
                 Brian Wolk, Vice President

AGREED AND APPROVED:

PEACHES ENTERTAINMENT CORPORATION

BY:


/s/                   Jason Wolk
------------------------------------------------------------
                 Jason Wolk, Vice President