POP STARZ, INC.

           2500 North Military Trail, Suite 225D, Boca Raton, FL 33431
         Phone: (561) 226-2505 Fax: (561) 998-4635 Cell: (561) 702-3631



                             FACILITY USE AGREEMENT

     This agreement is made this 5th day of February, 2002 in Palm Beach County,
Florida between Y2 Fitness,  Inc. and POP STARZ,  INC. This agreement shall take
effect on the 1ST day of April, 2002.

                                    RECITALS

WHEREAS,  Y2 Fitness,  Inc.,  is engaged in the health and fitness  business and
maintains a fitness  studio in the City of Boca  Raton,  County of Palm Beach in
the state of Florida.

WHEREAS,  POP STARZ, INC.,  provides "funky",  "hip hop", "pop" dance classes to
children;

WHEREAS, POP STARZ, INC., desires to use Y2 Fitness, Inc. in Boca Raton, Florida
to conduct it's classes.

NOW, THEREFORE,  in consideration of the mutual covenants and promises contained
herein, Y2 Fitness, Inc. and POP STARZ, INC., covenant and agree as follows:


                                    SECTION I
                                      TERMS

1.  The above Recitals are true and correct and incorporated herein.

2.   Y2 Fitness,  Inc.  does hereby  agree to allow POP STARZ,  INC.,  to use Y2
     Fitness,  Inc. dance studio located at 141 NW 20th Street,  Boca Raton,  FL
     each and every  Tuesday and Thursday and Saturday or Sunday (that  facility
     is open) from 4 p.m. to 6 p.m.  and from 10 a.m. to 12 p.m.  commencing  on
     April 1st, 2002, and ending on March 31st,  2004. The above times,  days of
     the week or  duration  of the use of the studio may not be changed  without
     the express  written  consent of both parties.  Each class shall be 1 (one)
     hour in duration.

3.   In consideration  for the use of Y2 Fitness,  Inc dance studio,  POP STARZ,
     INC.,  agrees to pay the sum of $40.00 per class to Y2 Fitness,  Inc.  with
     the first payment to be made on May 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 Y2
     Fitness, Inc. In the event of any breach of this agreement by either party,
     the  non-breaching  party shall give the breaching  party written notice of
     said  violations(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" danc class provided to children
     at Y2  Fitness,  Inc.  during the life of this  contract.  POP STARZ,  INC.
     agrees that Y2 Fitness, Inc. may engage in child activities that are not in
     direct competition with the POP STARZ, INC. "funky", "hip hop", "pop" dance
     style for the duration of this contract.

6.   Y2 Fitness, Inc. 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.   Y2 Fitness,  Inc.  agrees to be a POP STARZ,  INC.  location only and not a
     franchised owner of POP STARZ, INC. classes, merchandise or materials

8.   Y2  Fitness,  Inc.  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 Y2 Fitness,  Inc. at all its functions
     through use of banners, flyers, and/or verbal representations.

10.  Y2 Fitness, Inc. agrees not to engage in any activity that is involving Hip
     Hop and Kids for a period of two (2) years  after the  termination  of this
     agreement.

11.  POP STARZ,  INC.  must provide  proof of liability  insurance  and name "Y2
     Fitness, Inc." as an additional insured.

12.  If "Y2 Fitness, 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 judgment 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,  thereunder,  shall be in writing and 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 unenforceable 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:  /s/ Michelle Tucker /s/
(Duly authorized representative)

Michelle Tucker,  February 7, 2002
      (Print name & date)



Y2 FITNESS, INC.

By:  /s/ Denise Morris /s/
(Duly authorized representative)

Denise Morris,  February 12, 2002
      (Print name & date)



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