EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made and effective  this 14th day of March,  2002, by POP
STARZ INC., a Florida corporation,  with its principal place of business at 2500
North Military Trail, Suite 225-D, Boca Raton,  Florida 33431 ("Pop Starz"), and
TAWANNA  HALL-CHARLTON,  whose address is 14151  Southwest  151st Court,  Miami,
Florida 33196 ("Employee").

     WHEREAS,  Pop Starz is in the  business of operating  children's  and young
adults'  entertainment  talent development  programs,  including dance,  acting,
voice, and exercise (the "Business"); and

     WHEREAS,  Pop Starz wishes to retain the Employee,  and the Employee wishes
to be retained in such capacity and perform  certain  services for Pop Starz, to
promote the interests of the Business;

     NOW THEREFORE,  in consideration of the promises  contained herein, and for
other good and valuable consideration,  the receipt and sufficiency of which are
acknowledged by each party, the parties,  intending to be legally bound,  hereby
agree as follows:

1.   The  above  recitals  are true  and  correct  and  incorporated  herein  by
     reference.

2.   Pop Starz hereby retains  Employee as its Artistic  Director,  and Employee
     hereby  accepts such  engagement,  under the  conditions  and  requirements
     specified  herein,  as an  employee  of Pop  Starz,  with such  duties  and
     responsibilities as may reasonably be assigned pursuant to this Agreement.

3.   Employee's principal duties shall include  choreographing,  teaching dance,
     and such other  responsibilities  as may be  reasonably  designated  by Pop
     Starz to enhance and promote the Business.

4.   Employee  shall  work  four  (4)  hours  per day,  five (5) days per  week,
     teaching classes in addition to performing the duties required by Paragraph
     3 above, and Employee's  compensation  shall be as follows:  (a) $1,000 per
     week,  payable in accordance  with Pop Starz' usual payroll  schedule;  (b)
     reimbursement  for 25% of Employee's  monthly  individual  health insurance
     premium; (c) beginning with the 2nd Quarter of 2002, 10% of the net pre-tax
     profits of Pop Starz  during each  Quarter  worked,  as  determined  by Pop
     Starz'  quarterly  financial  statements,  payable  within 10 business days
     after the quarterly  financial statement is finalized by Pop Starz; and (d)
     after the  completion  of two (2) years with Pop Starz  (calculated  as two
     years from the date of Employee's first paycheck from Pop Starz),  Employee
     shall be entitled to 10% of Pop Starz'  outstanding  shares of common stock
     as of that date.  For purposes of (c) and (d) herein,  Employee  shall have
     reasonable access to necessary financial information concerning Pop Starz.

5.   In addition to the provisions of Paragraph 4, Employee shall be entitled to
     one (1) week's paid vacation after (1) year of  employment,  two (2) weeks'
     paid vacation after two (2) years of employment,  and three (3) weeks' paid
     vacation after five (5) years of employment.






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6.   Employee  acknowledges  that this  employment is "at will," and the parties
     agree that this  agreement  may be  terminated by either party upon two (2)
     week's written notice if "without cause" (for any reason  whatsoever).  Pop
     Starz shall also have the right to terminate  this  agreement  "for cause."
     For purposes of this agreement,  "cause" shall include the inability of the
     Employee,  through  sickness  or other  incapacity,  to perform  the duties
     required under this agreement for a period in excess of two (2) months; the
     refusal of the  Employee to follow the  directions  of Pop Starz'  board of
     directors or executive  officers;  dishonesty;  theft;  or  conviction of a
     crime.

7.   Employee acknowledges that she will have access to significant Confidential
     and Propriety  Information of Pop Starz including  client and vendor names,
     Pop Starz talent development services and techniques,  and any information,
     formula,  pattern,  compilation,  program,  device, method,  technique,  or
     process that: (a) derives independent  economic value, actual or potential,
     from not being generally known to, and not being readily  ascertainable  by
     proper  means by,  other  persons  who can obtain  economic  value from its
     disclosure  or use; and (b) is the subject of efforts  that are  reasonable
     under  the   circumstances  to  maintain  its  secrecy.   Employee  further
     acknowledges  that all such  Confidential  and Propriety  Information is of
     unique  and great  value to Pop  Starz,  and is  essential  to Pop  Starz's
     preservation  of its Business and goodwill.  Accordingly,  Employee  agrees
     that all such Confidential and Propriety Information will be acquired under
     circumstances  giving rise to a duty to  maintain  its secrecy or limit its
     use, and that  Employee  will not  misappropriate,  or  otherwise  disclose
     (directly or indirectly) to any third party without the written  permission
     of Pop Starz, any such Confidential and Propriety Information. In the event
     Employee is required  to make  disclosure  pursuant to any state or federal
     law or pursuant to proper  court or similar  governmental  order,  Employee
     shall  provide  Pop Starz with at least  twenty  (20) days'  prior  written
     notice of such required  disclosure so that Pop Starz may take such actions
     as it may deem  necessary or  appropriate.  This  provision  shall  survive
     termination of this agreement for a period of one (1) year.

8.   Employee  further  agrees  that  any  and  all  products,  designs,  talent
     development techniques, art works and work product of any nature whatsoever
     developed by Employee or anyone at PopStarz,  whether or not during working
     hours and which has or may have  applicability to any aspect of Pop Starz's
     Business,  as determined by Pop Starz in its sole discretion  (collectively
     "Work Product"), shall be the sole and exclusive property of Pop Starz, and
     Employee hereby  irrevocably  conveys to Pop Starz all of Employee's right,
     title and interest in and to all Work Product which may be developed during
     employment by Pop Starz

9.   Employee  agrees that while this agreement is in effect and for a period of
     one (1) year  following  termination  hereof,  Employee will not in any way
     compete with the Business of Pop Starz  within  one-hundred  (100) miles of
     Pop Starz's  offices , including that Employee will not solicit any current
     of former employee of Pop Starz or any of Pop Starz's actual or prospective
     clients or vendors.  Employee  may,  however,  continue to teach classes at
     Dance Empire, should she wish to do so, provided that such other classes do





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     not exceed  four and  one-half  (4 1/2) hours per week and do not  conflict
     with scheduled Pop Starz' classes or events.

10.  Miscellaneous.

     Time is of the essence of this  agreement.  This  agreement  is made in the
     State of Florida and shall be governed by Florida  law.  This is the entire
     agreement  between the parties and may not be modified or amended except by
     a written  document signed by the party against whom enforcement is sought.
     This  agreement  may be signed in more than one  counterpart  (including by
     facsimile),  in which case each counterpart shall constitute an original of
     this agreement. Any paragraph headings are for convenience only and are not
     intended to expand or restrict the scope or substance of the  provisions of
     this  agreement.  Wherever  used  herein,  the singular  shall  include the
     plural,  the plural shall include the singular,  and pronouns shall be read
     as masculine, feminine or neuter as the context requires. The provisions of
     this agreement shall be deemed severable,  in whole or in part. Any dispute
     arising out of or relating to this agreement will be resolved in the courts
     of Palm Beach County,  Florida,  and the prevailing party shall be entitled
     to  reasonable  costs and  attorney's  fees.  This  agreement is a personal
     services  contract  and may not be assigned  by Employee  without the prior
     written consent of Pop Starz.


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



POP STARZ INC.



By /s/ Michelle Tucker /s/
       Michelle Tucker, President




EMPLOYEE


/s/ Tawanna Hall-Charlton /s/
    Tawanna Hall-Charlton



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