Two years ago, Death Row Records owner Marion "Suge" Knight and Seagram Co. Chairman Edgar Bronfman Jr. sat together listening to rap music in the back of a parked limo in Santa Monica. Bronfman smiled politely and told Knight how much he looked forward to working together, Knight recalls.

The two businessmen had just left a party at Chinois restaurant to celebrate Seagram's $200-million investment in Interscope, the Westwood company that had proved too hot for Time Warner because it distributed controversial rap songs by such Death Row artists as Dr. Dre, Tupac Shakur and Snoop Doggy Dogg.

Next week, Interscope will sever its ties with Death Row, following months of pressure from Bronfman, concerned about criminal investigations of Death Row as well as complaints from Seagram directors about lyrics glorifying gang violence and degrading women.

Knight, 31, who has been behind bars for more than a year, has had plenty of time to reflect on his experiences as the music industry's most successful gangsta rap entrepreneur and the prospects for his shaken company as it enters into a new distribution pact with Hollywood-based Priority Records.

"The reason Interscope is trying to distance itself from Death Row is because Edgar Bronfman Jr. told them to," said Knight in his first interview since being incarcerated last February in the California Men's Colony in San Luis Obispo. "Seagram, which makes most of its money manufacturing alcohol, says they don't want to put out hard rap music because of the effect it might have on kids. But let me ask you this: What kills more kids each year? Is it rap music or is it alcohol?"

Bronfman declined to comment, as did representatives for Seagram and Interscope. But sources at the two companies said the decision to stop doing business with Death Row had less to do with lyrical content than the legal cloud surrounding the rap label.

The future of Death Row has been hanging in the balance since Knight, who used to oversee production of all recordings at the label, was sent to prison for his involvement in a 1996 beating and was barred from running the company. Sources say the government is investigating Knight and others associated with the company for alleged tax violations and purported links to street gangs, drug-trafficking, money-laundering and violent acts.

Knight said he's disappointed that Interscope--which has been joined at the hip to Death Row since its inception--decided to leave him behind.

"It was real shocking to me to see Interscope turn its back on myself and Death Row," the 6-foot-3-inch, 315-pound Knight said. "Back in the day when Interscope was having difficulty making a name for itself, Death Row's music gave them street credibility. We raised their profile and they stuck by us through thick and thin. When the lyric [controversy] broke out, Interscope used [it] to break ties with Time Warner and make a gang of money reselling their company to Seagram. Now Interscope is trying to distance itself from Death Row so it can get Seagram to buy the rest of the company."

Seagram, which sources say won't purchase the second half of Interscope until 2001--is not the only company reluctant to be associated with Death Row. The majority of Seagram-owned Universal Music Group's competitors, including PolyGram, Bertelsmann and Sony, also passed on the opportunity to strike a deal to distribute future Death Row recordings, due to concerns about Knight's incarceration and the federal probe of his company.

Despite those legal troubles, Death Row managed to top the nation's pop and R&B charts again three months ago with the hit "Gang-Related" soundtrack album. That collection was released through Priority, which has frequently helped Knight distribute controversial recordings in the past when Seagram or Time Warner would not.

Representatives for Priority, half-owned (soon to be fully owned) by British conglomerate EMI Group, declined to comment about the structure of its new deal with Death Row. But sources say Priority will give Death Row an advance payment for several albums and will distribute future releases on a project-by-project basis. Sources say Priority has already begun preparations to roll out a slate of new Death Row releases in coming months by such acts as Daz Dillinger, Michel'le and the Outlawz.

Under California law, Knight is not allowed to be involved in the daily operations of his label while in prison. According to sources at Interscope, that has posed numerous problems in getting Death Row's music out. Knight says the company is now run by members of his family, but sources say no major decision is made without his knowledge.

Death Row Records, the first black-owned-and-operated rap label to consistently dominate the pop charts, has sold a spectacular 25 million albums during its brief six-year existence. But as its legal problems have escalated, sales have plummeted.

Following the murder of rap star Tupac Shakur and the exit of Knight's partner Andre "Dr. Dre" Young (who left to start his own company), other Death Row artists--including Snoop Doggy Dogg--have begun complaining about not being paid and have threatened to jump ship. Death Row, which has gone through considerable downsizing in the last year, is also battling a flurry of civil suits filed by creditors.

During Death Row's heyday, Knight was known as a sharp-dressing, cigar-smoking music mogul; now he wears prison blues and spends the bulk of his time taking business and computer classes and working out in the penitentiary yard.

He remains optimistic.

"I speak for myself as a person, but I'm sure Death Row feels the same way: The future looks positive," said Knight, who recently filed an appeal of his sentence. "We understand now that the things we do affect peoples' lives and it's up to us to try and make people's lives as positive and strong as possible. Even with all these setbacks, Death Row will survive. We're unstoppable. Of course the company would run better if I was out on the street, but Death Row is going to do just fine with me behind bars."

Knight's probation was revoked Nov. 26, 1996, for his role in a Sept. 7, 1996, assault at the MGM Hotel in Las Vegas--just hours before Shakur was shot and killed in that city. Several Death Row employees--who law enforcement sources identified as members of a Compton street gang--were captured on hotel surveillance videotape attacking and kicking a Lakewood man from a different gang sect in the MGM lobby.