Employment Agreement

     This Employment  Agreement (the "Agreement") is entered into,  effective as
of January 25, 2002, by and between Michelle Tucker,  an individual  residing in
the  State  of  Florida  ("Mrs.   Tucker"),  and  Pop  Starz,  Inc.,  a  Florida
corporation,  ("Pop Starz" and the "Exchange Act,"  respectively,  Pop Starz and
all of its  subsidiaries,  whether current or  subsequently  formed or acquired,
being collectively  hereinafter  referred to as the "Consolidated  Corporation,"
and Pop Starz and Mrs. Tucker being sometimes hereinafter collectively to as the
"Parties" or generically as a "Party".

                                    Preamble:
                                    --------

     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 Mrs. Tucker, and Mrs. Tucker 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 mutual  promises,  covenants and
agreements hereby  exchanged,  as well as of the sum of Ten ($10.00) Dollars and
other good and  valuable  consideration,  the receipt  and  adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

                                   Witnesseth:

                                   Article One
                       Term, Renewals, Earlier Termination

1.1     Term.

     Subject  to the  provisions  set forth  herein,  the term of Mrs.  Tucker's
employment  hereunder  shall be deemed to  commence  as of January  25, 2002 and
continue until January 24, 2007,  unless  extended or earlier  terminated by Pop
Starz as hereinafter set forth.

1.2     Renewals.

     This  Agreement  shall be renewed  automatically,  after  expiration of the
original  term, on a continuing  annual  basis,  unless the Party wishing not to
renew  this  Agreement  provides  the other  Party  with  written  notice of its
election not to renew ("Termination  Election Notice") on or before the 60th day
prior to termination of the then current term.


                      Pop Starz, Inc. Employment Agreement

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<PAGE>


1.3     Earlier Termination.

     Pop Starz shall have the right to  terminate  this  Agreement  prior to the
expiration of its Term or of any renewals thereof,  subject to the provisions of
Section 1.4, for the following reasons:

(a)  For Cause:

     (1)  Pop Starz may terminate Mrs. Tucker's  employment under this Agreement
          at any time for cause.

     (2)  Such termination  shall be evidenced by written notice thereof to Mrs.
          Tucker, which notice shall specify the cause for termination.

     (3)  For purposes hereof, the term "cause" shall mean:

          (A)  The  inability  of  Mrs.   Tucker,   through  sickness  or  other
               incapacity,  to discharge her duties under this  Agreement for 30
               or more  consecutive  days or for a total of 60 or more days in a
               period of twelve consecutive months;

          (B)  The  refusal  of Mrs.  Tucker to  follow  the  directions  of Pop
               Starz's board of directors,  unless Mrs.  Tucker believes in good
               faith that such directions are contrary to law;

          (C)  Dishonesty;  theft;  or  conviction  of a crime  involving  moral
               turpitude;

          (D)  Material default in the performance of her obligations,  services
               or duties  required under this Agreement or materially  breach of
               any  provision  of this  Agreement,  which  default or breach has
               continued for five days after  written  notice of such default or
               breach.

(b)  Discontinuance of Business:

     In the event  that Pop Starz  discontinues  operating  its  business,  this
     Agreement  shall  terminate  as of the  last  day of the  month on which it
     ceases  operation with the same force and effect as if such last day of the
     month  were  originally  set  as the  termination  date  hereof;  provided,
     however,  that a  reorganization  of  Pop  Starz  shall  not  be  deemed  a
     termination of its business.



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(c)  Death:

     This Agreement shall terminate immediately on Mrs. Tucker's death; however,
     all  accrued  compensation  at such  time  shall be  promptly  paid to Mrs.
     Tucker's estate.

1.4     Final Settlement.

     Upon  termination  of this  Agreement  and  payment  to Mrs.  Tucker of all
amounts due her hereunder,  Mrs. Tucker or her representative  shall execute and
deliver to the terminating entity on a form prepared by the terminating  entity,
a receipt for such sums and a release of all  claims,  except such claims as may
have been  submitted  pursuant to the terms of this  Agreement  and which remain
unpaid,  and,  shall  forthwith  tender to Pop Starz all  records,  manuals  and
written  procedures,  as may be desired by it for the  continued  conduct of its
business.


                                   Article Two
                               Scope of Employment

2.1     Retention.

     Pop Starz  hereby hires Mrs.  Tucker and Mrs.  Tucker  hereby  accepts such
employment,  in accordance  with the terms,  provisions  and  conditions of this
Agreement.

2.2     General Description of Duties.

(a)  Mrs. Tucker shall be employed as the president and chief executive  officer
     of Pop Starz and shall  perform  the  duties  associated  therewith  by Pop
     Starz's bylaws.

(b)  Without limiting the generality of the foregoing, Mrs. Tucker shall:

     (1)  Serve as the principal point of contact between Pop Starz and:

          (A)  The media (print, electronic, voice and picture);

          (B)  Pop Starz's security holder;

     (2)  Be responsible for supervision of all of Pop Starz's other officers;

     (3)  Be responsible for Pop Starz's  compliance  with all applicable  laws,
          including federal, state and local laws and tax laws;

     (4)  Be responsible for supervision of Pop Starz's subsidiaries; and



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     (5)  Perform such other duties as are assigned to her by Pop Starz's  board
          of  directors,  subject to  compliance  with all  applicable  laws and
          fiduciary obligations.

(c)  Mrs.  Tucker  covenants and agrees to perform her duties in good faith and,
     subject to the exceptions specified in Section 2.4, to devote substantially
     all of her  business  time,  energies  and  abilities  to  the  proper  and
     efficient management and execution of such duties.

2.3     Status.

(a)  Mrs.  Tucker  shall  serve as an  employee  of Pop  Starz  and  shall  have
     authority  to  act  as an  agent  thereof,  or to  bind  Pop  Starz  or its
     subsidiaries as a principal or agent thereof.

(b)  Mrs. Tucker hereby represents and warrants to Pop Starz that she is subject
     to no legal, self regulatory  organization (e.g.,  National  Association of
     Securities  Dealers,  Inc.'s  bylaws)  or  regulatory  impediments  to  the
     provision of the services  called for by this  Agreement,  or to receipt of
     the  compensation  called  for  under  this  Agreement  or any  supplements
     thereto;  and,  Mrs.  Tucker  hereby  irrevocably  covenants  and agrees to
     immediately  bring to the attention of Pop Starz any facts required to make
     the foregoing  representation and warranty continuously accurate throughout
     the term of this Agreement, or any supplements or extensions thereof.

2.4     Exclusivity.

     Mrs. Tucker shall, unless specifically  otherwise authorized by Pop Starz's
board of directors,  on a case by case basis,  devote her business time in a way
that the affairs of Pop Starz are satisfied;  provided,  however, that Pop Starz
hereby  recognizes that Mrs. Tucker is involved with other business ventures and
hereby consents to her continuation in such roles, provided that her role as Pop
Starz 's president and chief executive officer shall take priority in allocation
of time and resources to any activities  pertaining to such roles,  and that she
will resolve any actual conflicts of interest resulting from such roles in favor
of Pop Starz whenever possible and practical.

2.5     Limitations on Services

(a)  In any circumstances  where Mrs. Tucker is describing the securities of Pop
     Starz to a third  party,  Mrs.  Tucker  shall  disclose  to such person any
     compensation  received  from Pop  Starz to the  extent  required  under any
     applicable  laws,  including,  without  limitation,  Section  17(b)  of the
     Securities Act of 1933, as amended.

(b)  In  rendering  her  services,  Mrs.  Tucker shall not disclose to any third
     party any  confidential  non-public  information  furnished by Pop Starz or
     otherwise  obtained  by it with  respect to Pop Starz,  except on a need to
     know basis, and in such case,  subject to appropriate  assurances that such
     information shall not be used,  directly or indirectly,  in any manner that
     would  violate  state or federal  prohibitions  on  insider  trading of Pop
     Starz's securities.



                      Pop Starz, Inc. Employment Agreement - 4

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(c)  Mrs.  Tucker  shall not take any action  which  would in any way  adversely
     affect the  reputation,  standing or  prospects of Pop Starz or which would
     cause Pop Starz to be in violation of applicable laws.


                                  Article Three
                                  Compensation

3.1     Compensation.

     As consideration  for Mrs.  Tucker's  services to Explorations she shall be
entitled to $75,000 per year,  and all payments  will be accrued until funds are
available, provided that:

(a)  She has not been discharged by Pop Starz for cause;

(b)  She  fully  complies  with the  provisions  of this  Agreement,  including,
     without  limitation,   the  confidentiality  and  non-competition  sections
     hereof.

3.2     Benefits

     Mrs.  Tucker shall be entitled to any benefits  generally made available to
all other employees (rather than to a specified employee or group of employees).

3.3     Indemnification.

     Pop Starz will defend,  indemnify  and hold Mrs.  Tucker  harmless from all
liabilities,  suits,  judgments,  fines,  penalties or  disabilities,  including
expenses  associated   directly,   therewith  (e.g.  legal  fees,  court  costs,
investigative  costs,  witness fees, etc.) resulting from any reasonable actions
taken by her in good  faith  on  behalf  of the  Consolidated  Corporation,  its
affiliates  or for other  persons  or  entities  at the  request of the board of
directors  of Pop  Starz,  to  the  fullest  extent  legally  permitted,  and in
conjunction therewith, shall assure that all required expenditures are made in a
manner  making  it  unnecessary  for  Mrs.  Tucker  to incur  any out of  pocket
expenses;  provided,  however,  that Mrs. Tucker permits Pop Starz to select and
supervise all personnel involved in such defense and that Mrs. Tucker waives any
conflicts  of  interest  that  such  personnel  may  have  as a  result  of also
representing Pop Starz, their stockholders or other personnel and agrees to hold
them harmless from any matters  involving  such  representation,  except such as
involve fraud or bad faith.



                      Pop Starz, Inc. Employment Agreement - 5

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<PAGE>



                                  Article Four
                                Special Covenants


4.1     Confidentiality.

(a)  Mrs.  Tucker  acknowledges  that,  in and  as a  result  of her  employment
     hereunder,  she will be developing for Pop Starz,  making use of, acquiring
     and/or adding to, confidential information of special and unique nature and
     value  relating to such  matters as Pop  Starz's  trade  secrets,  systems,
     procedures,  manuals, confidential reports, personnel resources,  strategic
     and tactical plans, advisors, clients, investors and funders; consequently,
     as material  inducement to the entry into this Agreement by Pop Starz, Mrs.
     Tucker hereby covenants and agrees that she shall not, at anytime during or
     following the terms of her  employment  hereunder,  directly or indirectly,
     personally use,  divulge or disclose,  for any purpose  whatsoever,  any of
     such  confidential  information  which has been obtained by or disclosed to
     her as a result of her employment by Pop Starz, or Pop Starz's affiliates.

(b)  In the event of a breach or threatened  breach by Mrs. Tucker of any of the
     provisions  of this  Section  4.1,  Pop Starz,  in  addition  to and not in
     limitation of any other rights, remedies or damages available to Pop Starz,
     whether at law or in equity, shall be entitled to a permanent injunction in
     order to prevent or to restrain any such breach by Mrs. Tucker,  or by Mrs.
     Tucker's partners, agents, representatives, servants, employers, employees,
     affiliates  and/or any and all persons directly or indirectly acting for or
     with her. 4.2 Special Remedies.

     In view of the irreparable harm and damage which would undoubtedly occur to
Pop Starz as a result of a breach by Mrs.  Tucker of the covenants or agreements
contained in this Article Four, and in view of the lack of an adequate remedy at
law to protect Pop Starz's  interests,  Mrs. Tucker hereby  covenants and agrees
that Pop Starz shall have the  following  additional  rights and remedies in the
event of a breach hereof:

(a)  Mrs.  Tucker  hereby  consents to the  issuance  of a permanent  injunction
     enjoining her from any violations of the covenants set forth in Section 4.1
     hereof; and

(b)  Because it is impossible to ascertain or estimate the entire or exact cost,
     damage  or  injury  which Pop  Starz  may  sustain  prior to the  effective
     enforcement of such injunction,  Mrs. Tucker hereby covenants and agrees to
     pay  over to Pop  Starz,  in the  event  she  violates  the  covenants  and
     agreements contained in Section 4.2 hereof, the greater of:

               (i)       Any payment or compensation of any kind received by her
                    because  of  such  violation  before  the  issuance  of such
                    injunction, or

               (ii)      The  sum  of  One  Thousand   ($1,000.00)  Dollars  per
                    violation,  which sum shall be liquidated damages, and not a
                    penalty,  for the injuries suffered by Pop Starz as a result
                    of such  violation,  the Parties  hereto  agreeing that such
                    liquidated damages are not intended  as the exclusive remedy


                      Pop Starz, Inc. Employment Agreement - 6

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<PAGE>



                    available to Pop Starz for any breach of the  covenants  and
                    agreements  contained  in this  Article  Four,  prior to the
                    issuance of such  injunction,  the Parties  recognizing that
                    the only  adequate  remedy to  protect  Pop  Starz  from the
                    injury caused by such breaches would be injunctive relief.

4.3     Cumulative Remedies.

     Mrs.  Tucker  hereby  irrevocably  agrees that the  remedies  described  in
Section 4.3 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which Pop Starz is or may be entitled  to,  whether at law
or in equity, under or pursuant to this Agreement.

4.4     Acknowledgment of Reasonableness.

     Mrs.  Tucker  hereby  represents,  warrants and  acknowledges  that she has
carefully read and  considered  the provisions of this Article Four and,  having
done so, agrees that the  restrictions  set forth herein are fair and reasonable
and are  reasonably  required for the  protection of the interests of Pop Starz,
its officers, directors and other employees; consequently, in the event that any
of the above-described  restrictions shall be held unenforceable by any court of
competent  jurisdiction,  Mrs. Tucker hereby covenants,  agrees and directs such
court to substitute a reasonable judicially  enforceable  limitation in place of
any limitation deemed unenforceable and, Mrs. Tucker hereby covenants and agrees
that if so modified,  the  covenants  contained in this Article Four shall be as
fully  enforceable as if they had been set forth herein directly by the Parties.
In determining the nature of this limitation,  Mrs. Tucker hereby  acknowledges,
covenants  and  agrees  that  it is the  intent  of  the  Parties  that a  court
adjudicating a dispute arising hereunder  recognize that the Parties desire that
this covenant not to compete be imposed and  maintained  to the greatest  extent
possible.

4.5     Covenant not to Disparage

     Mrs. Tucker hereby irrevocably covenants and agrees that during the term of
this  Agreement  and after its  termination,  she will  refrain  from making any
remarks  that  could  be  construed  by  anyone,  under  any  circumstances,  as
disparaging,  directly  or  indirectly,  specifically,  through  innuendo  or by
inference,  whether or not true, about the Consolidated Company, its constituent
members,  or  their  officers,  directors,  stockholders,  employees,  agent  or
affiliates,  whether  related to the business of the  Consolidated  Company,  to
other business or financial matters or to personal matters.




                      Pop Starz, Inc. Employment Agreement - 7

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<PAGE>



                                  Article Five
                                  Miscellaneous

5.1     Notices.

(a)  All notices, demands or other communications hereunder shall be in writing,
     and unless otherwise  provided,  shall be deemed to have been duly given on
     the first  business day after  mailing by  registered  or  certified  mail,
     return receipt requested, postage prepaid, addressed as follows:

                                 To Mrs. Tucker:

                      2500 North Military Trail, Suite 225;
                           Boca Raton, Florida 33431
              Telephone (561) 482-6526; Facsimile (561) 998-3425;
                            e-mail bestzmom@aol.com

                                  To Pop Starz:

                                 Pop Starz, Inc.
                     2500 North Military Trail, Suite 225-D;
                           Boca Raton, Florida 33431
                  Telephone (561) 997-1188, Fax (561) 998-3425;
                        Attention: Chairman of the Board


     or such other address or to such other person as any Party shall  designate
     to the other for such purpose in the manner hereinafter set forth.

(b)  (1)  The Parties  acknowledge that the Yankee Companies,  LLC.  ("Yankees")
          serves  as a  strategic  consultant  to Pop  Starz  and has  acted  as
          scrivener  for the  Parties in this  transaction  but that  Yankees is
          neither  a  law  firm  nor  an  agency  subject  to  any  professional
          regulation or oversight.

     (2)  Because of the inherent  conflict of interests  involved,  Yankees has
          advised all of the Parties to retain  independent legal and accounting
          counsel to review this  Agreement  and its exhibits  and  incorporated
          materials on their behalf.

(c)  The  decision  by any Party not to use the  services  of legal  counsel  in
     conjunction with this  transaction  shall be solely at their own risk, each
     Party  acknowledging  that applicable  rules of the Florida Bar prevent Pop
     Starz's   general   counsel,   who  has   reviewed,   approved  and  caused
     modifications on behalf of Pop Starz, from  representing  anyone other than
     Pop Starz in this transaction.



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5.2     Amendment.

(a)  No modification,  waiver, amendment,  discharge or change of this Agreement
     shall be valid  unless  the same is in  writing  and  signed  by the  Party
     against which the  enforcement  of said  modification,  waiver,  amendment,
     discharge or change is sought.

(b)  This  Agreement  may not be  modified  without the consent of a majority in
     interest of Pop Starz's stockholders.

5.3     Merger.

(a)  This instrument  contains all of the  understandings  and agreements of the
     Parties with respect to the subject matter discussed herein.

(b)  All prior  agreements  whether written or oral, are merged herein and shall
     be of no force or effect.

5.4     Survival.

     The  several  representations,  warranties  and  covenants  of the  Parties
contained  herein  shall  survive the  execution  hereof and shall be  effective
regardless of any investigation  that may have been made or may be made by or on
behalf of any Party.

5.5     Severability.

     If any provision or any portion of any provision of this Agreement,  or the
application  of  such  provision  or  any  portion  thereof  to  any  person  or
circumstance  shall be held invalid or unenforceable,  the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of  such  provision  or  portion  of  such  provision  as  is  held  invalid  or
unenforceable to persons or  circumstances  other than those to which it is held
invalid or unenforceable, shall not be effected thereby.

5.6     Governing Law and Venue.

     This Agreement  shall be construed in accordance with the laws of the State
of  Florida  but any  proceeding  arising  between  the  Parties  in any  matter
pertaining or related to this Agreement  shall, to the extent  permitted by law,
be held in Broward County, Florida.


5.7     Dispute Resolution.

(a)  In any action  between  the  Parties  to  enforce  any of the terms of this
     Agreement or any other matter arising from this  Agreement,  the prevailing
     Party  shall be  entitled  to  recover  its costs and  expenses,  including
     reasonable attorneys' fees up to and including all negotiations, trials and
     appeals, whether or not litigation is initiated.

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(b)  In  the  event  of  any  dispute  arising  under  this  Agreement,  or  the
     negotiation thereof or inducements to enter into the Agreement, the dispute
     shall,  at the request of any Party,  be exclusively  resolved  through the
     following procedures:

     (1)  (A)  First,  the  issue  shall  be  submitted  to  mediation  before a
               mediation service in Broward County,  Florida,  to be selected by
               lot from six alternatives to be provided,  three by Pop Starz and
               three by Mrs. Tucker.

          (B)  The mediation efforts shall be concluded within ten business days
               after their in itiation unless the Parties  unanimously  agree to
               an extended mediation period.

     (2)  In the  event  that  mediation  does not lead to a  resolution  of the
          dispute then at the request of any Party, the Parties shall submit the
          dispute to binding  arbitration before an arbitration  service located
          in  Broward   County,   Florida  to  be  selected  by  lot,  from  six
          alternatives  to be  provided,  three by Pop  Starz  and three by Mrs.
          Tucker.

     (3)  (A)  Expenses of mediation shall be borne by Pop Starz, if successful.

          (B)  Expenses of mediation,  if unsuccessful and of arbitration  shall
               be borne by the Party or  Parties  against  whom the  arbitration
               decision is rendered.

          (C)  If the terms of the arbitral  award do not establish a prevailing
               Party,   then  the  expenses  of   unsuccessful   mediation   and
               arbitration shall be borne equally by the Parties.

5.8     Benefit of Agreement.

(a)  This Agreement may not be assigned by Mrs. Tucker without the prior written
     consent of Pop Starz.

(b)  Subject to the  restrictions on  transferability  and assignment  contained
     herein,  the terms and provisions of this  Agreement  shall be binding upon
     and  inure  to the  benefit  of the  Parties,  their  successors,  assigns,
     personal representative, estate, heirs and legatees.

5.9     Captions.

     The captions in this Agreement are for  convenience  and reference only and
in no way define,  describe,  extend or limit the scope of this Agreement or the
intent of any provisions hereof.



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5.10    Number and Gender.

     All pronouns  and any  variations  thereof  shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

5.11    Further Assurances.

     The Parties hereby agree to do,  execute,  acknowledge and deliver or cause
to be done,  executed or  acknowledged or delivered and to perform all such acts
and deliver  all such  deeds,  assignments,  transfers,  conveyances,  powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.

5.12    Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership, joint venture, agency, or lessor-lessee relationship;  but, rather,
the  relationship  established  hereby is that of independent  contractor to Pop
Starz.

5.13    Counterparts.

(a)  This Agreement may be executed in any number of counterparts.

(b)  Execution by exchange of  facsimile  transmission  shall be deemed  legally
     sufficient to bind the signatory; however, the Parties shall, for aesthetic
     purposes,  prepare a fully  executed  original  version of this  Agreement,
     which  shall  be the  document  filed  with  the  Securities  and  Exchange
     Commission.

5.14    License.

(a)  This Agreement is the property of Yankees and the use hereof by the Parties
     is authorized hereby solely for purposes of this transaction.

(b)  The use of this form of  agreement  or of any  derivation  thereof  without
     Yankees' prior written permission is prohibited.

(c)  This Agreement shall not be more strictly  interpreted against any Party as
     a result of its authorship.


                               *        *        *
                                        *

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<PAGE>


     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the date set forth above.

Signed, Sealed & Delivered
     In Our Presence

/s/ Marc Frankel /s/                                          Mrs. Tucker

/s/ Charles J. Scimeca /s/
                                                       /s/ Michelle Tucker /s/
                                                       -------------------------
Dated:   January 25, 2002                                  Michelle Tucker

                                                            Pop Starz, Inc.,
/s/ Charles J. Scimeca /s/                              a Florida corporation

/s/ Marc Frankel /s/
                                                  By:  /s/ Michelle Tucker /s/
                                                       -------------------------
                                                           Michelle Tucker
                                                           President & Director

(CORPORATE SEAL)


Dated:   January 25, 2002


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<PAGE>