PEACHES ENTERTAINMENT CORP
EXHIBIT 10.88
<DOCUMENT>
<TYPE>EX-10.88
<SEQUENCE>5
<FILENAME>d23845_ex10-88.txt
<DESCRIPTION>EXHIBIT 10.88
<TEXT>


                                  EXHIBIT 10.88

                             SUBORDINATION AGREEMENT

     This Agreement.  dated as of May 11, 2000 is made between and among Peaches
Entertainment Corp.  ("Peaches"),  URT Industries,  Inc. ("URT"), and Allan Wolk
Individual  Retirement  Account  Rollover,  each  with an  address  at 1180 East
Hallandale  Beach  Boulevard,  Hallandale,  Florida  33009.  URT  and  Wolk  are
hereinafter collectively sometimes referred to as the "Creditors".

     WHEREAS,  pursuant  to  a  Mortgage  with  Assignment  of  Rents,  Security
Agreement and Fixture Filing, dated as of January 27, 1997, between PEC and URT,
Peaches  has  previously  granted  to URT a  mortgage  with  respect  to certain
improved real property owned by Peaches in Mobile,  Alabama (the "Mobile Store")
in order to secure certain indebtedness  referred to in such instrument which is
owed by Peaches to URT (the "Indebtedness to URT"); and

     WHEREAS,  pursuant  to a  Mortgage  dated May 11,  2000,  Peaches  has also
granted to Wolk a mortgage  with  respect to the Mobile Store in order to secure
certain  indebtedness  which is owed by  Peaches to Wolk (the  "Indebtedness  to
Wolk");

     WHEREAS, the Creditors desire to agree as to the relative priority of their
respective   claims  and   interests   with  respect  to  both  payment  of  the
above-referenced  indebtedness  to them  (the  "Obligations")  and the  security
interests granted to them by Peaches securing the Obligations.

     NOW,  THEREFORE,  in  consideration  of the premises and the agreements set
forth herein below, the parties agree as follows:

     1. Peaches and the Creditors agree that,  solely during any period in which
an event of default exists under any instrument  documenting the Indebtedness to
Wolk,  including  any  instrument  amending  such  indebtedness,  whether now or
hereafter   executed   (any   such   event  of   default   being  an  "Event  of
Subordination"),  Peaches  shall not make to URT,  and URT shall not accept from
Peaches,  any payment on account of the  Indebtedness  to URT. The parties agree
that the  subordination of the Indebtedness to URT as set forth in the preceding
sentence  (the  "URT  Subordination"):  (a)  shall be  triggered  only  upon the
occurrence of an Event of Subordination,  and (b) shall continue only so long as
such Event of Subordination exists (the "Default Period"),  shall terminate upon
the curing or termination of such Event of  Subordination,  and shall not affect
in any way (or require any return or disgorgement,  in whole or in part, of) any
payment by Peaches  to URT on  account of the  Indebtedness  to URT that is made
prior to or after any Default Period.

     2. URT agrees  that:  (a) it shall not  knowingly  accept or  receive  from
Peaches any payment made by Peaches in contravention  of the URT  Subordination,
and (b) should it,  whether  inadvertently  or otherwise,  accept or receive any
such payment from Peaches in contravention of


                                      -46-
<PAGE>

the URT  Subordination,  then,  unless the  payment  default by Peaches has been
cured or the  Indebtedness  to Wolk has been paid in full, such payment shall be
held in trust by URT and URT shall pay to Wolk the  lesser  (the  "Returned  URT
Payments") of: (i) the amount  accepted or received by URT in  contravention  of
the URT  Subordination,  and (ii) the aggregate  amount of all payments that are
due or past due under  the  Indebtedness  to Wolk.  The  payment  to Wolk of the
Returned  URT  Payments,  as set forth  above,  shall be the sole remedy of Wolk
against URT for any breach of the URT  Subordination.  The Obligation of Peaches
to URT shall be increased by the full amount of all Returned URT  Payments,  and
the indebtedness of Peaches to Wolk shall be decreased by the full amount of the
Returned URT Payments paid to Wolk.

     3. The URT Subordination  shall be applicable solely to the Indebtedness to
URT, as such term is defined on the first page hereof, and any and all renewals,
enlargements  and  modifications  thereof,  and not to any other  obligations of
Peaches to URT.

     4.  Payments  in  contravention  of the  URT  Subordination  may be made by
Peaches to URT only with the express written approval of Wolk.

     5.  This  Subordination  Agreement  shall  terminate  on the date  that the
Indebtedness  to  Wolk is paid in full  (the  "Debt  Payment  Date");  provided,
however,  that if Wolk is required to repay or disgorge any payment  received on
account of the  Indebtedness  to Wolk,  this  Subordination  Agreement  shall be
automatically reinstated by the parties hereto. This Subordination Agreement may
be terminated  prior to the Debt Payment Date only by written notice received by
URT from Wolk.

     6. Except as otherwise  specifically  provided  herein,  priority  shall be
determined in accordance with applicable law.

     7. This  Agreement  is solely for the  benefit of the  Creditors  and their
successors  or  assigns  and no other  person or  persons  shall have any right,
benefit,  priority  or  interest  under,  or because of the  existence  of, this
Agreement.  Nothing  contained in this Agreement is intended to affect or limit,
in any way whatsoever,  any security  interest (or any other  interest,  lien or
claim) that any of the Creditors may otherwise  have in any or all of the assets
of Peaches,  insofar as the rights of Peaches and third  parties are  concerned.
The  Creditors  specifically  reserve  any and all of their  respective  rights,
security interests,  other interests, liens and claims, and rights to assert any
of the same, as against Peaches and any third parties.

     8. Each notice or other  communication  given  hereunder  or in  connection
herewith  shall be in writing and shall be sent by first class  certified  mail,
postage prepaid, return receipt requested.

Notices shall be addressed as follows:

     Peaches Entertainment Corp.              URT Industries, Inc.
     1180 East Hallandale Beach Blvd.         1180 East Hallandale Beach Blvd.
     Hallandale, Florida 33009                Hallandale, Florida 33009


                                      -47-
<PAGE>

     Allan Wolk Individual Retirement Account Rollover
     c/o Allan Wolk
     1180 East Hallandale Beach Blvd.
     Hallandale, Florida 33009

or, in each case, at such other address as a party wishing to change its address
for  notices  may  specify  from time to time by notice  hereunder  to the other
parties hereto.

     9. The parties to this  Subordination  Agreement hereby  irrevocably  waive
trial by jury in any court in connection with this Subordination  Agreement, and
each hereby certifies that no representative of any other party has expressly or
impliedly represented that such other party might not enforce this jury waiver.

     10. Each of the several executed counterparts of this Agreement shall be an
original.  All such  counterparts  shall  together  constitute  one and the same
instrument. This Agreement may be amended only by a writing signed by all of the
Creditors.

     11. This  Subordination  Agreement  shell be governed by and  construed  in
accordance  with the laws of the State of  Florida in all  respects,  including,
without limitation,  matters of construction,  validity and performance, and the
undersigned  consent to service of process on the undersigned at that address of
the  undersigned   appearing  hereinabove  by  certified  mail,  return  receipt
requested  (if  possible),  and such service shall be deemed to be complete five
(5) days  after the same  shall have been so  mailed.  The  undersigned  further
consent and submit to the  jurisdiction of the courts (state and federal) of the
State of Florida in connection with any lawsuit  relating  hereto.  In addition,
the  undersigned  hereby  irrevocably  waive,  to the  fullest  extent  they may
effectively do so, the defense of an  inconvenient  forum to the  maintenance of
any such lawsuit in any jurisdiction.


                                      -48-
<PAGE>

     IN WITNESS  WHEREOF,  the parties have hereby  executed and delivered  this
Subordination Agreement on the day and year first set forth above.


                               Peaches Entertainment Corp.


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



                               URT Industries Inc., 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


                                      -49-
<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]


                                      -50-

<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 URT
Industries  Inc., 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]


                                      -51-
<PAGE>

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 Rodriguez
--------------------------------
Notary Public
My commission expires:


                                 [NOTARIAL SEAL]


                                      -52-

</TEXT>
</DOCUMENT>
