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                                                              Exhibit 10.14

                             INTERCREDITOR AGREEMENT

         THIS  AGREEMENT,  made this 3rd day of  October,  2002,  by and between
Chris Schwartz,  an individual  ("Schwartz"),  and each of Capital Growth Trust,
SPH  Investments,  Inc., HMA  Investments  Profit Sharing Plan, and  Continental
Southern Resources, Inc. (each a "Creditor" and collectively, the "Creditors"),

                          W I T N E S S E T H  T H A T:

         WHEREAS,  Schwartz has made a secured loan to the  affiliated  group of
companies  consisting of Metropolitan  Recording Inc.,  Ruffnation Films LLC and
Snipes Productions, LLC (the "Metropolitan Group"), which loan is evidenced by a
note from Ruffnation  Films LLC in the original  principal  amount of $1,100,000
and dated May 1, 2002 (the "Schwartz Note"); and

         WHEREAS,  Creditors are each the assignee of a secured note from Snipes
Productions,  LLC to International  Travel CD`s, Inc. in the original  principal
amount of $435,000 and dated June 27, 2002 (the "Creditor Note"); and

         WHEREAS,   Schwartz  and  the  Creditors  desire  to  set  forth  their
understanding with respect to their respective notes from the Metropolitan Group
and their security  interests in those assets of the Metropolitan Group that are
serving as collateral for their respective notes (the "Collateral"),

         NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:

         1.  Order of  Security  Interests.  Regardless  of the time or order of
             ------------------------------
attachment,  or the time, order of manner of perfection, or the time or order of
filing of financing statements, or otherwise, the security interest of Creditors
in the Collateral  shall be subordinate to the security  interest of Schwartz in
the  Collateral  until such date that the  Schwartz  Note is paid in full.  Upon
payment in full of the Schwartz Note, the Creditors shall  automatically  resume
their present  security  position in the  Collateral as it exists on the date of
this Agreement.

         2. Payment of Notes. Notwithstanding the payment terms contained in the
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Schwartz  Note and the Creditor  Note,  the Schwartz  Note shall be paid in full
before any payments are made on account of the Creditor Note. Until the Schwartz
Note is paid in full,  the  Creditors  shall  not  exercise  any right or remedy
contained  in the  Creditor  Note  or in the  security  agreement  securing  the
Creditor  Note  arising  from a  default  under the  Creditor  Note or under the
security agreement securing the Creditor Note.

         3.  No  Contest.   The  Creditors   shall  not  contest  the  validity,
             -----------
perfection,  priority or enforceability of any lien or security interest granted
to Schwartz by any member of the Metropolitan Group to secure the Schwartz Note.

         4. Miscellaneous. This Agreement shall be binding upon and inure to the
            -------------
benefit  of the  parties  hereto  and their  respective  heirs,  administrators,
successors  and assigns.  This  Agreement  shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

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


                              By:
                                 ---------------------------------------------
                                          Chris Schwartz

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                              CREDITORS:

                              SPH INVESTMENTS, INC.


                              By:
                                       ---------------------------------------
                                       Name:
                                       Title:

                              CAPITAL GROWTH TRUST


                              By:
                                       ---------------------------------------
                                       Name:
                                       Title:

                              HMA INVESTMENTS PROFIT SHARING PLAN, INC.


                              By:
                                       ---------------------------------------
                                       Name:
                                       Title:

                              CONTINENTAL SOUTHERN RESOURCES, INC.


                              By:
                                       ---------------------------------------
                                       Name:
                                       Title:


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