INDEPENDENT CONTRACTOR AGREEMENT

     THIS  INDEPENDENT   CONTRACTOR   AGREEMENT  dated  as  of  April  29,  2002
("Agreement")  is by and between Bally Total Fitness  Corporation  ("Bally") and
POP STARZ, INC. ("Contractor").



                              W I T N E S S E T H:

     In consideration for the promises made by the parties to each other in this
Agreement, Bally and Contractor agree as follows:

1.   It is Bally's  desire to give  children of its members and guests access to
     the services provided by Contractor  described on Exhibit A attached hereto
     and made a part  hereof  ("Services")  at the  clubs  listed  on  Exhibit A
     ("Club" or "Clubs") and Contractor  desires to provide these Services,  all
     on the terms and conditions set forth in this Agreement.

2.   Subject to the terms and  conditions set out herein,  the  Contractor  will
     have limited access to the group exercise room (or other location  selected
     by Bally) in the Clubs solely for the purpose of providing  the Services on
     a direct fee basis. The parents of the Children receiving the Services will
     pay  Contractor  directly  for the  Services  provided.  Bally will bear no
     responsibility to Contractor,  Contractor's customers, or Bally members for
     the  payment or  collection  of any fees or refunds  from any  Contractor's
     customer or in connection  with the Services.  The  Contractor  will not be
     entitled to any payments of any kind from Bally relating to the performance
     of the  Services.  The  Contactor  expressly  disclaims  and  disavows  any
     entitlement to such  payments,  including the payment of wages of any kind.
     Except as set out specifically herein,  nothing in this Agreement limits in
     any way the freedom of the Contractor to enter into similar  contracts with
     other entities for the  performance of the Services at locations other than
     the Clubs or to perform the Services under other  circumstances  elsewhere.
     Contractor  agrees that,  during the Term,  Contractor will not provide hip
     hop dance or group exercise  classes to any other health club, gym, fitness
     facility,  or spa in  Florida  except for Y2  Fitness  Club  located at 141
     Northwest 20th Street,  Boca Raton,  Florida and the Top  Production  Level
     Troupe which is a professional;  level troupe of children, teens and adults
     chosen  through an audition  and which  performs at events for a fee and is
     located in southern Florida. Bally agrees that, during the Term, Bally will
     not offer  funky hip hop dance  classes for  children  ages 3 through 17 in
     those Clubs where  Contractor  is then holding the Classes (as such term is
     defined on Exhibit A).


3.   Contractor agrees to maintain, at its expense, General Liability insurance,
     including  Completed  Operations  Liability insurance as will fully protect
     Contractor,  its officers,  directors,  agents and  employees  from claims,
     including, but not limited to, claims for consequential damages,  resulting
     from the goods or services  which are the subject of this  Agreement.  Such
     policies shall be written on an occurrence form and with insurers  carrying
     a minimum  Best  rating of A. They shall  evidence  deductibles  in amounts
     Satisfactory to Bally and shall provide  Combined Single Limits of at least
     $1,000,000.  Contractor  agrees to  provide  umbrella  coverage  in minimum
     limits  of  $2,000.000.Contractor  will  add  Bally  and  any  other  party
     designated by Bally as an  additional  insured on such policies and provide
     Bally with a certificate of insurance (or, upon Bally's request,  policies)
     along with the applicable  additional insured  endorsement  evidencing such
     coverage, within ten (10) days after Contractor receives this Agreement. (A
     Vendor's  endorsement  is not an acceptable  substitute  for the additional
     insured  endorsement.) Such policies must provide that coverage  thereunder
     shall not be terminated,  materially changed, or renewal refused without at
     least ten (10) days prior  written  notice to Bally.  Contractor  will also
     provide  Worker's  Compensation  coverage in statutory  limits.  Contractor
     agrees that all  Services  shall be done by  Contractor  as an  independent
     contractor  and that the  persons  doing such work shall not be  considered
     employees of Bally.  In addition,  Contractor  agrees to maintain all other
     insurance  coverage which may be deemed  necessary by Bally. The Contractor
     is solely responsible for the harm caused to person or property as a result
     of its actions or conduct.


                                    Page 158
<Page>



4.   Bally agrees to give the Contractor reasonable,  but limited, access to its
     members  art the Clubs for the  purpose  of  allowing  solicitation  of the
     members  for the  provision  of the  Services.  Access to members  will not
     include  telephone  or mail  solicitation  of members at their  homes or at
     their places of work.  The  Contractor is  specifically  prohibited by this
     Agreement from  soliciting  Bally members in these specific  manners and in
     all cases, no  solicitation of Bally members shall be permitted  outside of
     the Club  unless such  solicitation  is part of a larger  solicitation  not
     directed  specifically at Bally members.  No solicitation of Club guests in
     the Club shall be permitted  at any time or in any manner.  Bally agrees to
     refer all inquiries  about the Services to Michelle  Tucker at Contractor's
     business office.

     Contractor agrees to provide,  in advance to Bally,  samples of all written
     promotional  or other  materials  that it wishes to post or  distribute  in
     conjunction  with its Services.  All such materials shall clearly  indicate
     that the Services are the sole undertaking and responsibility of Contractor
     and shall not imply or suggest any  ownership,  sponsorship,  liability  or
     participation  by  Bally  other  than  as  provided  herein.  The  posting,
     publication  or  distribution  of such  materials  must have Bally's  prior
     written approval,  which Bally has no obligation to give. Contractor agrees
     that it will not issue any  press  releases  in any  medium  pertaining  to
     Contractor's  operations at the Club,  unless such press releases have been
     preapproved by Bally in its sole discretion.

5.   Contractor  agrees to pay Bally a fee of $50 (fifty  dollars) per each hour
     of classes held in any of the Clubs in connection  with the Services during
     each month (collectively,  "Monthly Fee"). Contractor shall pay the Monthly
     Fee by check or money  order (no cash) for a given  month on or before  the
     fifth (5th) day of the immediately  succeeding  month. The Monthly Fee must
     be sent to Bally c/o 750 West  Sunrise  Blvd.,  Ft.  Lauderdale,  FL 33322,
     Attention:  Donna Bishop. Any partial hour of classes will be rounded up to
     a full hour.  Contractor's  obligation  to pay the Monthly Fee incurred for
     the  months of the Term of this  Agreement  shall  survive  termination  or
     expiration of this Agreement.

6.   The parties to this Agreement  acknowledge and agree that the Contractor is
     any  independent  contractor  and  is  not  an  employee  of  Bally.  As an
     independent  contractor,   the  Contractor  retains  full  independence  in
     exercising  judgment  as to the  manner  and  method  of  its  performance.
     Nevertheless,  at all times Contractor and the Services shall not interfere
     with the operation of any Club,  nor with any Club patrons or employees and
     Contractor  shall  comply  with all  licensing,  health and all other laws,
     rules and regulations of any government entity and obtain all licensing for
     the music used in its  classes,  as well as the Club rules and  regulations
     and those of the Clubs' landlords. Contractor shall provide the Services in
     the  location  specified  by  Bally  in each of the  Clubs.  Times  for the
     Services are as set out on Exhibit A.  Contractor  represents  and warrants
     that it has received all necessary licenses,  permits, and registrations in
     connection  with  the  Services.   Contractor  is,  and  shall  be,  solely
     responsible  for reporting and paying all federal,  state,  and local taxes
     and  assessments  on the fees  collected  from  members  for the  Services,
     including   self-employment   taxes,  if  applicable.   Contractor   hereby
     indemnifies  and holds Bally  harmless  from and against all  liability for
     taxes owed to federal,  state or local taxing authorities  relating to fees
     received by Contractor under this Agreement.

7.   Except as set out otherwise herein,  the term of this Agreement shall begin
     on the date I is signed and  delivered  by both  parties  and end 24 months
     thereafter ("Term").  Notwithstanding the foregoing, the parties agree that
     Bally may, in its sole  discretion,  reevaluate the financial  terms of the
     Agreement  six (6) months  after the  beginning  of the Term.  In the event
     Bally desires to change such financial  terms,  it will provide  Contractor
     with written  notification of such changes within twenty (20) business days
     thereafter.  If Contractor  agrees to such changed  financial terms it need
     not  provide  any  response  to Bally,  Contractor  will be subject to such
     revised financial terms twenty (20) business days after such notice and the
     Agreement will then be deemed  automatically  amended to  incorporate  such
     revised  terms.  If  Contractor  does not agree to such  changed  financial
     terms,  it must provide Bally with written notice of such  disagreement  no
     later than nineteen (19) business days after the notice from Bally, and the
     Agreement will automatically terminate sixty (60) days after such notice of
     disagreement  from  Contractor.  In addition,  if  Contractor  breaches any
     provision of this  Agreement  and fails to cure such breach within ten (10)
     business days after notice  thereof from Bally,  Bally may  terminate  this
     Agreement  upon at least ten (10)  business  days prior  written  notice to

                                     Page 159
<Page>


     Contractor and Bally will also be entitled to all other available remedies,
     in law or in  equity.  In  addition,  Bally may  terminate  the  Agreement,
     without cause, upon ninety (90) days prior written notice to Contractor.

8.   Contractor shall not use any Bally names, tradenames,  trademarks,  service
     marks, logos or other  intellectual  property of Bally except to use a Club
     name when giving the location of the Services to be provided, in completing
     licensing  forms  required by government  entities in  connection  with the
     Services or in advertising  and  promotional  materials which have received
     Bally's prior written approval. In addition, Contractor agrees that it will
     not make any  informational  pr press  releases,  in any  media,  about the
     Services, this Agreement, or any terms of this Agreement, without obtaining
     Bally's prior written approval thereto.

9.   Contractor  hereby  agrees  to  indemnify,  defend  and hold  Bally and its
     parent, subsidiaries,  affiliates,  employees, and agents, harmless against
     any claim, damage, or liability including,  without limitation,  reasonable
     attorney's  fees and court costs and personal injury or property loss which
     occurs or  arises  out of the  Contractor's  use of Bally  facilities,  the
     provision  of  Services,   of  the  Contractor's  presence  in  the  Clubs.
     Contractor  hereby releases Bally,  its parent,  subsidiaries,  affiliates,
     employees,  and agents  from any and all  liability  for  Contractor's  own
     injury or loss of its  personal  property,  except where same was caused by
     the gross negligence of Bally.  This provision shall survive the expiration
     or other termination of this Agreement.

10.  Notwithstanding  anything to the contrary  contained herein, the expiration
     of the term of this Agreement shall not relieve Contractor from obligations
     accruing prior to the expiration of the term.

11.  This Agreement  shall bind all inure to the benefit of the parties  hereto,
     their personal representatives, successors and assigns.

12.  This  document  contains  the entire  agreement  between  the  parties  and
     supersedes all prior or concurrent  agreements  between the parties if any,
     written or oral, with respect to the subject matter hereof.

13.  This  Agreement  may  not be  varied,  modified  or  amended  except  by an
     agreement in writing duly signed by the parties.

14.  This Agreement shall be governed by and  interpreted  according to the laws
     of the State of Florida with respect to contracts  entered into therein and
     to be performed therein. If litigation is necessary to enforce the terms of
     this Agreement, the prevailing party shall be awarded reasonable attorney's
     fees and all cost of suits.

15.  All  notices  to be  given  hereunder  shall  be in  writing  and  sent  by
     registered or certified mail, return receipt requested, postage prepaid, or
     by express mail delivery service,

     if to Bally at:             Bally Total Fitness Corporation
                                 750 West Sunrise Boulevard
                                 Ft. Lauderdale, FL  33311
                                 Attn: Area Director


     with a copy to:             Bally Total Fitness Corporation
                                 8700 West Bryn Mawr Avenue
                                 Chicago, Illinois  60631
                                 Attention:  General Counsel

     and if to Contractor, at:   Pop Starz, Inc.
                                 2500 North Military Trail, Suite 225-D
                                 Boca Raton, FL  33431

     Either party may, at any time,  notify the other in writing of a substitute
     address, and thereafter notices shall be directed thereto.  Notice given as
     aforesaid  shall be sufficient  and deemed given as of the date received at
     the designated address.


                                    Page 160
<Page>


16.  Contractor  acknowledges that the name, reputation,  and good will of Bally
     shall constitute valuable and unique assets.  Thus,  Contractor  represents
     and  warrants  that  neither  it nor any of its  employees  or  independent
     contractors   (a)  have  been  convicted  of,  or  granted   immunity  from
     prosecution  for, any crime  relating to moral  turpitude,  or (b) have not
     been charged or arrested for any misdemeanor or crimes involving minors.

17.  If  Contractor's  business is a partnership or other business  organization
     the members of which are subject to personal  liability or if  Contractor's
     business is two (2) or more  individuals  or  entities,  the  liability  in
     connection  with this  Agreement of each such member,  individual or entity
     shall be deemed joint and several.

18.  If the Clubs are leased or subleased by Bally, then this Agreement shall be
     subject and  subordinate  to each and every term and  condition of any such
     lease and/or sublease of which Contractor has been notified by Bally.


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


                         BALLY TOTAL FITNESS CORPORATION


                       By: /s/ Steven Butler
                               Steven Butler,

                       Its: Area Director



                                 POP STARZ, INC.


                             By: /s/ Michelle Tucker
                                     Michelle Tucker, President

                        Its: President



                                    Page 161

<Page>



                                    Exhibit A



Club Location and Description of Services


Contractor  agrees to  provide  the  following  Services  at the Clubs and times
listed in this Exhibit A.

Services:  "Funky,"  "hip hop" dance  instruction  to children ages 3 through 17
("Classes").  Minimum Class size is five and maximum  Class size is forty.  Each
Class will last 60  minutes.  Contractor  must begin  holding  the Classes in at
least one of the Clubs  beginning no later than thirty (30) days after the first
day of the Term. Contractor may also provide funky, hip hop dance instruction to
adults at the Clubs  pursuant to the  schedule set out in this Exhibit A and for
the same Monthly Fee as the  Classes,  but such  instruction  for adults can not
begin until after June 30,  2002,  with the actual post June 30 start date to be
as mutually  agreed upon by the  parties.  Adult  Classes will be for sixty (60)
minutes with a minimum class size of five and maximum of forty.

Contractor will bring only the following equipment into the Clubs:   N/A

For each class and remove  this  equipment  promptly at the  conclusion  of each
class. Contractor's equipment cannot be stored at the Clubs.

Provided that Contractor is conducting  Classes pursuant to the schedule set out
in this Exhibit A.  Contractor  will have the following  one-time right of first
refusal to conduct  Classes at the two Bally Clubs  located at North Miami Beach
and West Miami, during the Term. In the event that Bally desires to hold hip hop
dance  instruction  for 3  through  17 year  olds at either or both of these two
Clubs,  Bally will contact  Contractor and set out a proposed schedule for these
Classes.  Contractor  will then have five (5) business days to agree or decline,
in writing,  to provide such Classes,  pursuant to the  schedule.  If contractor
declines to provide such  Classes,  Bally can then hold such  Classes  itself or
have them provided by a third party.





                                    Page 162



<Page>