ASSIGNMENT OF LEASE AGREEMENT

     THIS  AGREEMENT  is entered into as of this 22nd day of May,  2002,  by and
between CARRINGTON CAPITAL CORPORATION  ("Carrington") and POP STARZ, INC. ("Pop
Starz").

     WHEREAS, Carrington has entered into a "Temporary Occupancy Agreement" with
Gaedeke  Holdings,  Ltd., a copy of which is attached hereto and incorporated by
reference (the "Lease"),  for Suite 235 of the Crystal  Corporate  Center,  2500
North Military Trail, Boca Raton, Florida 33431 (the "Premises"); and

     WHEREAS, Pop Starz wishes to sublease the Premises;

     WHEREAS, Carrington is willing to assign its rights and delegate its duties
under the Lease;

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

1.   Recitals.  The  parties  agree  that the  foregoing  recitals  are true and
     correct and incorporated herein by reference.


2.   Carrington hereby assigns all of its rights and delegates all of its duties
     under the  Lease  (the  "Assignment"),  and Pop Starz  hereby  accepts  the
     Assignment.

3.   The parties agree that this  Assignment  constitutes a total  assignment of
     rights and delegation of duties as specified in the Lease.

4.   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.  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. Any
     disputes  arising out of or relating to this  agreement  will be settled by
     binding   arbitration  in  accordance   with  the  rules  of  the  American
     Arbitration  Association.  Any court with  jurisdiction  may enter judgment
     upon the award rendered by the arbitrator.  The arbitration will be held in
     Palm Beach County,  Florida,  and the prevailing party shall be entitled to
     reasonable costs and attorney's fees. This agreement may not be assigned or
     delegated by either party  without the prior  written  consent of the other
     party.  The  undersigned  represent and warrant that they are authorized to
     sign this agreement on behalf of their respective organizations.

     IN WITNESS  WHEREOF,  the parties have signed this  agreement as of the day
and year first written above.


CARRINGTON CAPITAL CORPORATION                         POP STARZ, INC.


By /s/ Leonard M. Tucker /s/                        By /s/ Michelle Tucker /s/
       Leonard M. Tucker                                   Michelle Tucker
       President                                           President


Attachment:  Temporary Occupancy Agreement

                                    Page 146

<PAGE>


                          TEMPORARY OCCUPANCY AGREEMENT


     THIS TEMPORARY OCCUPANCY AGREEMENT is made and entered into this 2nd day of
May, 2002, by and between Gaedeke Holdings,  Ltd., a Texas Limited  Partnership,
("Landlord"), and Carrington Capital Corporation, ("Tenant").

RECITALS

     Landlord is the owner of a building and underlying  land commonly  referred
to as the "Crystal Corporate Center" (referred to as the "Building"), located at
2500 North  Military  Trail,  Boca  Raton,  Florida  33431,  Palm Beach  County,
Florida.


A.   Tenant  desires to  temporarily  lease from  Landlord  approximately  1,705
     rentable  square feet, a portion known as Suite 235, on the second floor of
     the Building (the "Premises"). (See Exhibit A").

B.   Tenant desires to "move in" and "occupy" the Premises commencing on May 15,
     2002, and continuing through a period not to exceed 180 days therefrom.

C.   Landlord is willing to allow  Tenant to "move in" and "occupy" the Premises
     only upon terms and conditions set forth herein.


AGREEMENT

1.   Recitals:

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

2.   Security Deposit and Rent:

     A security  deposit will not be required.  Tenant will be required to pay a
     monthly  rental charge of $1,000.00;  this amount will include all rent and
     operating  expenses to be paid by Tenant.  Tenant shall also pay applicable
     state sales taxes.

3.   Expenses:

     Tenant  shall pay any and all expenses  incurred by Tenant,  or Landlord in
     connection  with Tenant's  moving into the Premises.  Tenant shall also pay
     any and all expenses incurred by Tenant/Landlord in connection with damages
     to the Premises by Tenant when vacating.

4.   Release and Indemnification:

     Tenant hereby releases,  waives and forever  discharges  Landlord,  and its
     agent Gaedeke  Landers,  Ltd., and their officers,  directors and employees
     from any and all  claims,  demands,  actions  and  causes of  action,  loss
     expense  and/or  detriment of any kind or character for Tenant's  temporary
     occupancy of the Premises.  Furthermore, Tenant hereby agrees to indemnify,
     hold harmless and defend  Landlord,  and its agent Gaedeke  Landers,  Ltd.,
     from any and all  claims,  demands,  actions  and causes of  action,  loss,
     damage,  expense  and/or  detriment  of any  kind or  character  whatsoever
     growing out of or in any way connected with Tenant's temporary occupancy of
     the Premises.

5.   Tenant's Obligation to Insure Premises:

     Tenant's  hereby  agrees to obtain and  maintain  insurance on Premises and
     Building in accordance  with Item #26 of the Lease  Agreement dated October
     08, 1999,  between  Tenant and of Landlord,  in an amount not less than two
     million dollars  ($2,000,000) per occurrence with excess liability coverage
     in an amount not less than two million dollars ($2,000,000) while occupying
     the Premises, pursuant to this Temporary Occupancy Agreement.


                                    Page 147

<Page>



6.   Attorney's Fees:

     In the event that any party  finds it  necessary  to employ an  attorney to
     enforce  any  provision  of  this  Temporary  Occupancy  Agreement,  and  a
     proceeding is brought to enforce the same, then the prevailing  party shall
     be entitled to recover from the non-prevailing party, reasonable attorney's
     fees and costs incurred in connection  therein, at both trial and appellate
     levels,  including  bankruptcy  proceedings.  This  requirement  to pay the
     prevailing party's  attorney's fees and costs shall survive  termination of
     this Temporary Occupancy Agreement.

7.   Binding Effect and Benefit:

     The terms of this Temporary  Occupancy  Agreement shall be binding upon and
     shall  injure to the  benefit of  Landlord,  Tenant,  and their  respective
     successors,   assigns,  principals,   agents,  partners,  heirs,  legatees,
     trustees, shareholders, officers, directors, employees, clients, customers,
     administrators and  representatives,  provided however the foregoing not be
     construed as permitting  Tenant to assign this agreement.  Tenant expressly
     acknowledges and agrees that this agreement is given as an accommodation to
     Tenant and is not assignable to any third party.

8.   Termination:

     Both  Landlord  or  Tenant  have the  right  to  terminate  this  Temporary
     Occupancy Agreement upon a Ten (10) days written notice given in advance of
     the requested date of  termination.  In the event  Landlord  exercises this
     termination  right,  Landlord  shall make effort to provide  storage  space
     within the Project for a period not to exceed 90 days.

     IN  WITNESS  WHEREOF,  Landlord  and  Tenant  have  caused  this  Temporary
Occupancy Agreement to be signed,  sealed and delivered all as of the day, month
and year first above written.


Signed, sealed and delivered
    in the presence of:
                                                LANDLORD:
                                                GAEDEKE HOLDINGS, LTD.
/s/ Shanna Segleski /s/
----------------------------
(Signature of Witness)                       By: /s/ Sabine Gaedeke Stener /s/
                                                     Sabine Gaedeke Stener
                                                   Vice President of Operations
Shanna Segleski
----------------------------
(Print name of Witness)


----------------------------
(Signature of Witness)

----------------------------
(Print name of Witness)


                                                TENANT:
                                                CARRINGTON CAPITAL CORPORATION
/s/ Marc Frankel /s/
----------------------------
(Signature of Witness)                         By: /s/ Leonard Tucker /s/
                                                       Leonard Tucker
                                                       President
Marc Frankel
----------------------------
(Print name of Witness)


/s/ Nancy Molinari /s/
----------------------------
(Signature of Witness)

Nancy Molinari
----------------------------
(Print name of Witness)



                                     Page 148

<Page>



                                 GAEDEKE LANDERS
                          A Florida Limited Partnership



May 30, 2002


Mr. Leonard Miles Tucker
Director & President
Carrington Capital corporation
2500 North Military Trail
Suite 225
Boca Raton, Florida 33431

Sent Via Facsimile to (561) 998-3425

Re:      Temporary Occupancy Agreement - Suite 235
         Crystal Corporate Center Boca Raton, Florida

Dear Lenny:

     This  letter is written to confirm  that  although  the  recently  executed
Temporary Occupancy Agreement for Suite 225 refers to an "Exhibit A", no exhibit
was  included in the  document.  The  attached  floor plan will suffice for your
records.

     Thank you; and I apologize  for any  confusion  that this omission may have
caused.

Respectfully,

/s/ Kevin D. Landers /s/
    Kevin D. Landers




                                    Page 149

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