EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made and effective this 8th day of May, 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
Sylvia Hofstetter, whose address is 170 Ocean Lane Drive, #603, Key Biscayne,
Florida ("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 Director of Programs, 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 but not limited to the following:
     choreography,     public     relations    and    in    charge    off    all
     instructors/choreographers    and   office    staff    excluding    Tawanna
     Hall-Charlton.

4.   Employee shall  dedicate at least 20 hours per week on an as-needed  basis,
     and  Employee's  compensation  shall be as  follows:  (a) $1.00 per student
     taught per week in all programs in South  Florida,  and (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 (e) 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.

5.   Employee  acknowledges  that this  employment  is "at will" and the parties
     agree that this  agreement  may be  terminated by either party upon two (2)
     weeks 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 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; moral turpitude or conviction of a
     crime.


                              Employment Agreement

                                    Page 114
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6.   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.

7.   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

8.   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 excluding any work done for the
     Miami Heat Junior Jam and/or the Miami Heat Dancers within one-hundred
     (100) miles of Pop Starz's offices and/or locations, 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.

9.   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



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<PAGE>




     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/ Sylvia Hofstetter /s/
    Sylvia Hofstetter




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