FACILITY USE AGREEMENT

         This agreement is made this 9th day of November, 2002, in Palm Beach
County, Florida, between 2 Fit Guys, LLC dba The Grid Iron of Weston (hereafter
referred to as "The Gridiron") and POP STARZ, INC. This agreement shall take
effect on the 9th day of November, 2002.

                                    RECITALS

WHEREAS, The Grid Iron of Weston is engaged in the health and fitness business
and maintains a fitness studio in the City of Weston, County of Broward in the
state of Florida.

WHEREAS, POP STARZ, INC. provides "funky," "hip hop" dance classes to children
and adults.

WHEREAS, POP STARZ, INC. desires to use The Grid Iron in Weston to conduct it's
classes.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, The Grid Iron and POP STARZ, INC., covenant and agree as follows:

                                    SECTION I
                                      TERMS

1.            The above Recitals are true and correct and incorporated herein.
2.            The Grid Iron does hereby  agree to allow POP STARZ,  INC. to use
               The Grid  Iron  dance  studio  located  at 1440  North  Park Dr.,
               Weston,  FL each and every Tuesday and Thursday from 3:30-5:30 pm
               and Sundays from  11:00-1:00pm  with an anticipated start date of
               February 1st, 2003 and Saturdays from  1:00-5:00pm  commencing on
               November 9th,  2002,  and ending on November 8th, 2003. The above
               times,  days of the week or duration of the use of the studio may
               not be  changed  unless  The Grid  Iron is not open  those  days,
               without the express written  consent of both parties.  Each class
               shall  be  1  or  2  hours  in  duration.   This   contract  will
               automatically  renew unless 30 days prior to November  9th,  2003
               one party  sends the other  party in  writing by  certified  mail
               their intent not to renew.
3.            In consideration for the use of The Grid Iron dance studio, POP
              STARZ, INC., agrees to pay the sum of $40.00 per class to the Grid
              Iron with the first payment to be made on December 1st, 2002 and
              on the first day of each succeeding month thereafter.
4.            POP STARZ, INC., agrees to comply with all the rules and
              regulations of the Grid Iron. Inc the event of any breach of this
              agreement by either party, the non-breaching party shall give the
              breaching party written notice of said violation(s). In the event
              such breach is not cured within thirty (30) days, the
              non-breaching party may terminate this agreement.
5.            POP STARZ, INC. will be the only Hip Hop dance class provided to
              children and adults at The Grid Iron during the life of this
              contract. POP STARZ, INC. agrees that The Grid Iron may engage in
              child or adult activities that are not is direct competition with
              the POP STARZ, INC. funky, hip hop dance style for the duration of
              this contract.
6.            The Grid Iron acknowledges that POP STARZ, INC. is the sole owner
              of the trademark to include logo, name, classes, choreography,
              merchandise and any and all materials.
7.            The Grid Iron agrees to be a POP STARZ, INC. location only and not
              a franchised owner of POP STARZ, INC. classes, merchandise or
              materials.
8.            The Grid Iron agrees to refer all inquires about POP STARZ, INC.,
              classes to Michelle Tucker at POP STARZ, INC., business office.
9.            POP STARZ, INC., agrees to promote The Grid Iron at all its
              functions through use of banners, flyers, and/or verbal
              representations.
10.           The Grid Iron agrees not to engage in any activity that is
              involving Hip Hop for kids and adults for a period of one (1) year
              after the termination of this agreement and POP STARZ, INC.,
              agrees not to open any Hip Hop classes at Get Cycled Fitness.
11.           POP STARZ, INC., must provide proof of liability insurance and
              name "The Grid Iron" as an additional insured. POP STARZ, INC.,
              agrees that the use of the club's equipment and facilities will be
              at POP STARZ, INC., sole risk. POP STARZ, INC., further agrees
              that the club will not be responsible for any injury or damage to
              the POP STARZ, INC., students, instructors, and POP STARZ, INC.
              property because of the use of The Grid Iron and/or it's services.
              POP STARZ, INC. further agrees that the club shall not be
              responsible for any theft of property while on the premises,
              including the parking lot.
12.           If The Grid Iron or POP STARZ, INC., is sold, this agreement
              becomes null and void.


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                                   SECTION II
                           EXCLUSIVITY OF LISTED TERMS

         This written Agreement contains the sole and entire agreement between
the parties and shall supersede any and all other agreements between parties.
The parties acknowledge and agree that neither of them has made any
representative with respect to the subject matter of this Agreement nor any
representations including its execution and delivery except such representations
as are specifically set forth in this writing and the parties acknowledge that
they have relied on their own judgement in entering into this Agreement.

                                   SECTION III
              WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING

         It is agreed that no waiver or modification of this Agreement shall be
valid unless in writing and duly executed by the parties hereto.

                                   SECTION IV
                                     NOTICE

         Any notice to be provided, hereunder, shall be in writing an d mailed
via the United States Postal; Service, certified mail, receipt requested, to the
party to whom the notice is addressed.

                                    SECTION V
                                  GOVERNING LAW

         The parties agree that this Agreement and performance hereunder, and
all suits or proceedings relating hereto be construed in accordance with and
pursuant to the laws of the State of Florida. The parties further agree that any
action, which may be brought arising out of, in connection with, or by reason of
this Agreement, must be brought in the courts of Palm Beach County, Florida.

                                   SECTION VI
                          ENFORCEABILITY OF PROVISIONS

         Should any section, or any portion of any section, of this Agreement be
deemed unenforceably by a court of law, the rest of this Agreement shall not be
affected and shall remain in full force and effect.

POP STARZ, INC.

By: _____________________________
      (Duly authorized representative)

      -----------------------------
       (Print name & date)


By: ____________________________
       (Duly authorized representative)

      ----------------------------
      (Print name & date)



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