<PAGE>


EXH. 10.2  STOCK PURCHASE AGREEMENT WITH CONDITIONAL PROMISSORY NOTE BY AND
      BETWEEN YOUR FUTURE HOLDINGS, INC. AND YOUR FUTURE, INC. DATED DECEMBER
      22, 2000


                            STOCK PURCHASE AGREEMENT

                        WITH CONDITIONAL PROMISSORY NOTE

         This STOCK PURCHASE AGREEMENT WITH CONDITIONAL PROMISSORY NOTE
(hereinafter referred to as the "New Agreement") is entered into as of this 22nd
day of December, 2000, by and between YOUR FUTURE HOLDINGS, INC. (hereinafter
referred to as "YFHI"), a Nevada corporation, with registered address at c/o
Gateway Enterprises, Inc., 3220 E Flamingo Road, Suite 156, Las Vegas, Nevada
89121, and YOUR FUTURE, INC. (hereinafter referred to as "YFI"), a South
Carolina corporation, having its principal place of business at 7301 Rivers
Avenue, Suite 260, N. Charleston, South Carolina, 29406.

                  WITNESSETH:

         WHEREAS, YFHI signed a Purchase and Sale Agreement (hereinafter called
"Old Agreement") with YFI on March 28, 2000.

         WHEREAS, YFHI has paid YFI the total amount of THREE HUNDRED THOUSAND
DOLLARS (US$300,000.00) based on Article 103 (a) (i) of the Old Agreement.

         WHEREAS, YFHI deems it necessary, in agreement with YFI, to supersede
the entire Old Agreement, except for the warranties and representations of YFI
regarding organization and capitalization as stated therein and Exhibit D
(Non-Disclosure and Non-Competition Agreement) of the Old Agreement, with this
New Agreement.

         WHEREAS, YFHI and YFI mutually desire to execute this New Agreement.

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants, promises, representations and warranties contained herein, the


                                      61.
<PAGE>


parties hereto agree to cancel the Old Agreement and supersede it with this New
Agreement, as follows:

                                    ARTICLE I

                                    PURCHASE

         1.1      Purchase of Stock by YFHI. YFI shall sell and issue, and YFHI
                  shall acquire, sufficient shares of YFI common stock such that
                  the total number of shares held by YFHI shall be in an amount
                  not less than seventy percent (70%) of the total outstanding
                  shares of YFI, fully diluted.

                                   ARTICLE II

                                  CONSIDERATION

         2.1      Purchase Price and Stock Ownership. At the Closing Date (as
                  defined in Article VII hereof), in accordance with the
                  provisions of this New Agreement and applicable law, YFI
                  agrees to sell to YFHI EIGHT MILLION SEVEN HUNDRED FIFTY
                  THOUSAND (8,750,000) shares of its common stock (the
                  "Shares"), which Shares shall represent seventy percent (70%)
                  of the total issued and outstanding shares of common stock of
                  YFI for the consideration of ONE MILLION DOLLARS
                  (US$1,000,000.00) ("the Purchase Price"), subject to the terms
                  and conditions contained herein. The Shares shall be issued in
                  the name of the YFHI. The Purchase Price is set forth herein
                  and all amounts payable hereunder shall be in United States
                  currency.

         2.2      Initial Payment. YFHI has already paid to YFI, and YFI has
                  already received from YFHI, THREE HUNDRED THOUSAND DOLLARS
                  (US$300,000) as first partial payment of the Purchase Price
                  ("First Partial Payment").

         2.3      Second Partial Payment. Upon the approval of the revised
                  business plan of YFI, YFHI shall pay to YFI the amount of TWO
                  HUNDRED THOUSAND AND ONE DOLLARS (US$200,001.00) as second
                  partial payment


                                      62.
<PAGE>


                  of the Purchase Price ("Second Partial Payment").

         2.4      Delivery. Upon receipt of the Second Partial Payment, YFI
                  shall issue stock certificates representing the Shares, and
                  shall deliver the said stock certificates to YFHI.

         2.5      Balance Payment; Conditional Promissory Note. YFHI agrees to
                  pay to YFI the balance of the Purchase Price in the amount of
                  FOUR HUNDRED NINETY NINE THOUSAND NINE HUNDRED NINETY NINE
                  (US$ 499,999.00) in installments as detailed in the following
                  table ("Installment Payments"):

<TABLE>
<CAPTION>
         Payment Date                       Amount
         ------------                       ------
         <S>                                <C>
         January 31, 2001                   US$  50,000.00
         February 28, 2001                  US$  50,000.00
         March 31, 2001                     US$  50,000.00
         April 30, 2001                     US$  50,000.00
         May 31, 2001                       US$  50,000.00
         June 30, 2001                      US$  50,000.00
         July 31, 2001                      US$  50,000.00
         August 31, 2001                    US$  37,500.00
         September 30, 2001                 US$  37,500.00
         October 31, 2001                   US$  37,500.00
         November 30, 2001                  US$  37,499.00
</TABLE>

         For value received, and intending to be legally bound hereby, YFHI
promises to pay to the order of YFI, or YFI's successors or assigns, in lawful
money of the United States of America, the balance in the sum of FOUR HUNDRED
NINETY NINE THOUSAND NINE HUNDRED NINETY NINE (US$ 499,999.00) ("Principal"),
without interest, payable, Principal only in eleven (11) monthly consecutive
installment payments in accordance with the above payment schedule on the last
day of each month beginning January 31, 2001 and ending on November 30, 2001
(the "Maturity Date"), unless there shall be a violation of the financial
projections of YFI as explained in paragraph 2.8 hereunder. No interest or
penalty shall apply to any suspension of payment by YFHI pursuant to paragraph


                                      63.
<PAGE>


2.8 hereunder.

         2.6      Default in Payment. Subject to Section 2.8 of this Agreement,
                  the failure of YFHI to make any Installment Payments
                  (collectively referred to as "Payments") when due shall
                  constitute a breach of this Agreement. YFI shall provide YFHI
                  with written notice of such breach ("the Notice"). If YFHI
                  fails to cure such breach within five (5) business days of
                  receiving the Notice pursuant to paragraph 10.3 hereof, the
                  number of Shares owned by YFHI shall be automatically reduced
                  to a number equal to the total Payment(s) received by YFI from
                  YFHI divided by a $0.1142857 price per Share and this New
                  Agreement shall automatically terminate and be rendered null
                  and void, except as to the Shares still owned and fully paid
                  by YFHI and the warranties and representations set forth in
                  Article III hereof. Upon such termination, YFHI shall return
                  to YFI the stock certificates representing that portion of the
                  Shares that has not yet been paid for by YFHI.

         2.7      Suspension of Payment. Attached hereto and made a part hereof
                  by reference as Exhibit "A" is a copy of YFI's revised
                  business plan, together with the Projection
                  Comparisons/Projection Narrative (Attachment A); Projected Per
                  Site Income/Expense Analysis (Attachment B); Projected Five
                  (5) Year Income/Expense/GPM (Attachment C); Projected Five (5)
                  Year Accumulated Income as Sites Are Created (Attachment D);
                  Projected Five (5) Year Accumulated Expenses As Sites Are
                  Created (Attachment E) and Projected Five (5) Year Corporate
                  Expense (Attachment F) of YHI (collectively the "Revised
                  Business Plan"). In any time period, if YFI does not attain
                  its monthly projected number of sites, gross sales, and gross
                  profit based on the Revised Business Plan, then YFHI shall
                  have the right to suspend any Installment Payment that is due,
                  upon written notice to YFI, if YFI is unable to cure or
                  explain to the satisfaction of YFHI the violation of the above
                  provisions within five (5) business days after receipt of the
                  aforesaid written notice. Such suspension of payment, assuming
                  that YFI has not timely cured or satisfactorily explained the


                                      64.
<PAGE>


                  aforesaid failure to meet the projections, shall continue
                  until YFI shall have met its projections based on the Revised
                  Business Plan. Any such suspension of Payment shall not
                  constitute a default on the part of YFHI.

         In the alternative, YFHI has the option of continuing the funding
         despite YFI's failure to cure or satisfactorily explain within the
         prescribed time period the above under-performance on the condition
         that YFI shall issue and deliver a stock certificate to YFHI additional
         shares of common stock of YFI ("Additional Shares") for each month that
         YFI fails to meet the financial projections. The Additional Shares
         shall be ten percent (10%) of the number of shares equivalent to the
         monthly payment; the shares equivalent to the monthly payment shall be
         the monthly payment divided by $0.1142857 per Share. In case YFHI opts
         to continue payments despite YFI's failure to cure or satisfactorily
         explain within the prescribed time period the above under-performance,
         within five (5) business days of receipt of an installment payment, YFI
         shall issue and deliver to YFHI stock certificates representing the
         Additional Shares free and clear from all claims and encumbrances.

         Any suspension of payment shall not exceed sixty (60) days. If any
         suspension of payment exceeds sixty (60) days, YFHI shall be in default
         pursuant to section 2.6 hereof, and YFHI shall return to YFI the stock
         certificates representing that portion of the Shares that has not yet
         been paid for by YFHI.

                  For the purposes of this New Agreement, a "Site" is deemed
                  created if the following conditions are fulfilled:

                  a.       The signing by YFI of a long term lease agreement for
                           a period of at least three (3) years;

                  b.       The operation of three (3) classrooms, with each
                           classroom consisting of a minimum of ten (10)
                           computer systems loaded with the operating system and
                           software best suited for the site;

                  c.       The hiring of one (1) manager and one (1)
                           administrator per


                                      65.
<PAGE>


                           site created, and

                  d.       The site has a floor area of at least 1,500 square
                           feet.


         2.8      Existing Sites. The parties stipulate that as of the Closing,
                  three (3) sites are already operational. These operational
                  sites are situated in N. Charleston and Greenville, South
                  Carolina, and are described in Annex A-1 hereof ("Existing
                  Site Specifications"). YFHI agrees to waive the non-conformity
                  of the Greenville site to the definition of "Site" in Section
                  2.7 hereof, but this waiver shall not be deemed a waiver of
                  any non-conformity of any other existing or future site, or of
                  the definition of "Site" herein.

         2.9      Monthly Comparative Financial Reports; Monthly Project
                  Monitoring Report. For purposes of monitoring YFI's
                  performance, YFI agrees to submit monthly comparative
                  financial reports to YFHI. The monthly comparative financial
                  reports shall compare YFI's performance against the Revised
                  Business Plan. The monthly comparative financial reports shall
                  (i) be in accordance with YFI's books and records, (ii)
                  present fairly and accurately the financial position of YFI as
                  of the dates indicated therein, and its results of operations
                  and changes in financial position for the respective periods
                  indicated therein, (iii) have been prepared in conformity with
                  generally accepted accounting principles applied on a
                  consistent basis, and (iv) be consistent with prior business
                  practice and contain adequate reserves for all known or
                  contingent liabilities, losses and refunds with respect to
                  services or products already rendered and sold. The Monthly
                  Comparative Financial Report shall be embodied in the Monthly
                  Project Monitoring Report, a sample of which is attached
                  hereto as Exhibit "B". The Monthly Comparative Financial
                  Report and Monthly Project Monitoring Report shall be
                  submitted by YFI on the 20th of each month starting January
                  2001. YFI agrees to provide to YFHI copies of documents
                  relevant to the Project Monitoring Report, including the
                  following: marketing materials, website, prototype
                  description, bi-monthly press release, filing of patents and
                  other


                                      66.
<PAGE>


                  intellectual properties, as well as updated copies of the
                  relevant documents in case of material changes or
                  developments.

         2.10     Due Diligence Audit. At any time, YFHI has the option of
                  appointing a third party auditor to conduct a due diligence
                  audit of YFI, or to conduct its own due diligence review of
                  YFI. YFHI shall bear the cost of such due diligence audit or
                  review. YFI agrees to fully cooperate in such due diligence
                  audit or review.

         2.11     Investment Intent. YFHI represents and warrants that it is
                  acquiring said Shares for investment purposes only and not
                  with a view towards resale or redistribution in violation of
                  state and federal securities laws. YFHI agrees to deliver to
                  YFI at the Closing a letter setting forth an agreement that
                  said Shares are being acquired for investment purposes only
                  and will not be sold except in compliance with the Securities
                  Act of 1933, as amended, and the rules and regulations
                  promulgated hereunder.

         2.12     No Dilution. No new stock, stock option plan, nor stock
                  options will be issued by YFI without approval of a minimum of
                  eighty percent (80%) of the total voting shares of YFI. Any
                  significant event such as sale, merger or liquidation must be
                  approved by a minimum of eighty percent (80%) of the total
                  voting shares of YFI.

                                   ARTICLE III

                      REPRESENTATIONS AND WARRANTIES OF YFI

         3.1      Organization. YFI is a corporation duly incorporated, validly
                  existing and, at the closing, in good standing under the laws
                  of the State of South Carolina, and has corporate power and
                  authority to own and lease its properties and to carry on
                  business as now being conducted.

         3.2      Capitalization. As of the Closing and the release of the stock
                  certificates representing the Shares, the authorized common
                  stock


                                      67.
<PAGE>


                  of YFI will be Twenty Five Million (25,000,000) shares, no par
                  value, of which Twelve Million Five Hundred Thousand
                  (12,500,000) shares will be validly issued and not subject to
                  preemptive rights created by statute or the amended or
                  restated articles of incorporation or by-laws of YFI or any
                  agreement to which YFI is a party or by which it is bound.
                  There are no outstanding options, warrants, rights,
                  commitments or agreements of any kind relating to the issuance
                  of any shares of common stock or other equity or convertible
                  security of YFI to any person.

         3.3      Financial Statements. At Closing, YFI shall furnish to YFHI
                  audited financial statements as of __________, 2000 and pro
                  forma financial statements as of ______________, 2000
                  (collectively "Financial Statements"). All of said financial
                  statements, (i) are in accordance with YFI's books and
                  records, (ii) present fairly and accurately the financial
                  position of YFI as of the dates indicated therein, and its
                  results of operations and changes in financial position for
                  the respective periods indicated therein, (iii) have been
                  prepared in conformity with generally accepted accounting
                  principles applied on a consistent basis, and (iv) consistent
                  with prior business practice, contain adequate reserves for
                  all known or contingent liabilities, losses and refunds with
                  respect to services or products already rendered and sold.

         3.4      Changes in Financial Condition. From the date of the Financial
                  Statements to the Closing Date, there has been no material
                  change in the properties, assets, liabilities, financial
                  condition, business, operations, affairs or prospects of YFI
                  from that set forth or reflected in the Financial Statements,
                  other than changes in the ordinary course of business, none of
                  which have been, either in any case or in the aggregate,
                  materially adverse.

         3.5      Authorization. YFI has the power to enter into this New
                  Agreement, and this New Agreement, when duly executed and
                  delivered, will constitute the valid and binding obligation of
                  YFI. Other than approval by the Board of Directors, no
                  proceedings are necessary to


                                      68.
<PAGE>
                  authorize this New Agreement or the transactions completed
                  hereby. This New Agreement constitutes the legal, valid and
                  binding obligation of YFI enforceable in accordance with its
                  terms. At Closing, YFI shall deliver a resolution by its Board
                  of Directors approving and authorizing the execution by YFI of
                  this New Agreement, as well as any necessary approvals by
                  existing shareholders.

         3.6      Effect of Agreement. The execution and delivery by YFI of this
                  New Agreement and the consummation of the transactions herein
                  contemplated, (i) will not conflict with, or result in a
                  breach of the terms of, or constitute any default under, or
                  violation of, any law or regulation of any governmental
                  authority, or the Articles of Incorporation or By-Laws of YFI,
                  or any material agreement or instrument to which YFI is a
                  party or by which it is bound or is subject; (ii) nor will it
                  give to others any interest or rights, including rights of
                  termination, acceleration or cancellation, in or with respect
                  to any of the properties, assets, agreements, leases, or
                  business of YFI.

         3.7      Minutes Book. The records of meetings and other corporate
                  actions of YFI (including any committees of the Board), which
                  are contained in the Minute Books of YFI contain complete and
                  accurate records of the matters reflected in such minutes.

         3.8      Litigation Claims. YFI is not a party to, and there are not
                  any claims, actions, suits, investigations or proceedings
                  pending or threatened against YFI or its business, at law or
                  in equity, or before or any governmental department,
                  commission, board, bureau, agency, or instrumentality,
                  domestic or foreign, which if determined adversely would have
                  a material effect on the business or financial condition of
                  YFI or the ability of YFI to carry on its business. The
                  consummation of the transactions herein contemplated will not
                  conflict with or result in the breach or violation of any
                  judgment, order, writ, injunction or decree of any court or
                  governmental department, commission, board, bureau, agency, or


                                      69.
<PAGE>

                  instrumentality, domestic or foreign.

         3.9      Taxes and Reports. At the Closing Date, YFI (i) will have
                  filed all tax returns required to be filed by any
                  jurisdiction, domestic or foreign, to which it is or has been
                  subject, (ii) has either paid in full taxes due and taxes
                  claimed to be due by each jurisdiction, and any interest and
                  penalties with respect thereto, and (iii) has adequately
                  reflected as liabilities on its books, all taxes that have
                  accrued for any period to and including the Closing Date.

         3.10     Compliance with Laws and Regulations. To the best of YFI's
                  knowledge, YFI has complied with, and is not in violation of
                  any federal, state, local or foreign statute, law, rule or
                  regulation with respect to the conduct of YFI's businesses.

         3.11     Finders. YFI is not obligated, absolutely and contingently, to
                  any person for financial advice, a finder's fee, brokerage
                  commission, or other similar payment in connection with the
                  transactions contemplated by this New Agreement.

         3.12     Nature of Representations. YFI has taken reasonable care to
                  ensure that all disclosures and facts are true and accurate,
                  and that there are no other material facts, the omission of
                  which would make misleading any statement herein. Further, to
                  the best of YFI's knowledge, no representation, warranty, or
                  agreement made by YFI in this New Agreement or any of the
                  Schedules or any other Exhibits hereto and no statement made
                  in the Schedules or any other Exhibits hereto, list,
                  certificate or schedule or other instrument or disclosure
                  furnished by them in connection with the transactions herein
                  contemplated contain, or will contain, any untrue statement of
                  a material fact necessary to make any statement,
                  representation, warranty or agreement not misleading.



                                      70.
<PAGE>

                                   ARTICLE IV

                               CONDUCT OF BUSINESS

                  YFI covenants that after the Closing:

         4.1      Ordinary Course of Business. The Company's business will be
                  conducted only in the ordinary course.

         4.2      No Changes. No changes will be made in the Company's
                  Certificate of Incorporation or By-Laws, authorized or issued
                  corporate shares, except as may be first approved in writing
                  by the board of directors.

         4.3      No Dividends. No dividend or other distribution or payment
                  will be declared or made in respect to YFI's corporate shares.

         4.4      Use of Funds. All funds received by YFI as a result of this
                  Agreement shall be used for the purposes reasonably related to
                  the development, promotion and sale of the products of YFI.

         4.5      Non-Competition. YFI and YFHI entered into an agreement on
                  March 28, 2000 entitled Non-Disclosure and Non-Competition
                  Agreement. The agreement is incorporated herein by reference
                  as Exhibit "C".

         4.6      Employment Contract. The original principals of YFI have
                  entered into employment contracts with YFI and such employment
                  contracts are incorporated herein by reference as Exhibit "D".

         In addition, YFI covenants that, after the Closing:

         4.7      Preservation. YFI will use its best efforts to preserve its
                  business organization intact; to keep available the services
                  of its present officers and employees; and to preserve the
                  goodwill of its suppliers, customers, and others having
                  business relations with it.



                                      71.
<PAGE>

         4.8      Other. All debts will be paid as they become due, no contract
                  right of YFI will be waived, no material physical damage or
                  loss will occur to the assets or business of YFI, and no
                  obligation except current liabilities under contracts entered
                  into in the ordinary course of business will be incurred,
                  except as may be first approved in writing by the Board of
                  Directors.

         4.9      Directors. At Closing, the existing Board of Directors of YFI
                  shall execute a board resolution fixing the number of
                  directors to five (5) and shall appoint a new set of Board of
                  Directors, with a majority, or a total of three (3), of the
                  board members being appointees of YFHI. The Board of Directors
                  shall execute a board resolution filling the three (3) vacant
                  board seats with YFHI's appointees. After the new set of Board
                  of Directors are appointed, the existing Board of Director of
                  YFI will resign as directors. Thereafter, YFHI agrees to vote
                  for only three (3) out of the five (5) board seats in an
                  annual shareholders meeting held for the purpose of electing
                  board members.

                                    Article V

                              ACCESS TO INFORMATION


         5.1      Access to Information. YFI shall afford representatives of
                  YFHI reasonable access to officers, personnel and professional
                  representatives of YFI and to the financial, contractual and
                  corporate records of YFI as shall be reasonably necessary for
                  YFHI's investigations and appraisal of YFI.

         5.2      Effect of Investigations. Any such investigation by YFHI of
                  YFI shall not affect any of the representations and warranties
                  herein and shall not be conducted in such manner as to
                  interfere unreasonably with the operation of the business of
                  YFI.



                                      72.
<PAGE>

                                   Article VI

                        CONDITIONS TO OBLIGATIONS OF YFHI

        The obligations of YFHI under this New Agreement are, at the option of
YFHI, subject to the satisfaction, at and prior to the Closing Date, of the
following conditions:

         6.1      Fulfillment of Covenants. All the terms, covenants and
                  conditions of this New Agreement to be complied with and
                  performed by YFI at or before the Closing Date shall have been
                  duly complied with and performed.

         6.2      Accuracy of Representations and Warranties. All of the
                  representations and warranties made by YFI to this New
                  Agreement shall be true as of the Closing Date.

         6.3      No Litigation. There shall be no action, proceeding,
                  investigation or pending or actual litigation the purpose of
                  which is to enjoin or may be to enjoin the transactions
                  contemplated by this New Agreement or which would have the
                  effect, if successful, of imposing a material liability upon
                  YFI, or any of the officers or directors thereof, because of
                  the consummation of the transactions contemplated by this New
                  Agreement.

                                   Article VII

                                     CLOSING

         7.1      Closing Date. The signing of this New Agreement shall take
                  place on January 15, 2000 ("Closing date"), at 1900 Avenue of
                  the Stars, Suite 1635, California 90067, or at such other time
                  or place as shall be mutually agreed upon by the parties to
                  this New Agreement.

         7.2      Actions to be Taken by Parties on the Closing Date. On the
                  Closing Date, each party shall deliver to the other all
                  documents or agreements provided herein to be delivered on the
                  Closing Date.



                                      73.
<PAGE>

         7.3      Policies. On or before the Closing, YFI shall submit to YFHI
                  its policies, as presently adopted by its management, namely:
                  Administration and Human Resources Policy; Accounting and
                  Purchasing Policy; Internal Control and Bank Signatory Policy;
                  Security Policy ("Policies"). When submitted, these Policies
                  shall be attached to this Agreement and be incorporated
                  therein.

         7.4      Other. Between the date hereof and the Closing Date, YFI will
                  take no actions, other than those reasonably required to
                  consummate a closing, without the prior written consent of
                  YFHI.

                                  Article VIII

                                 INDEMNIFICATION

         8.1      Indemnification. Each of the parties agree to indemnify and
                  hold harmless the other against any and all damages, claims,
                  losses, expenses, obligations and liabilities (including
                  reasonable attorney's fees) resulting from or related to any
                  breach of, or failure by each of the parties to perform any of
                  their representations, warranties, covenants, conditions or
                  agreements in this New Agreement or in any schedule,
                  certificate, exhibit or other document furnished, or to be
                  furnished under this New Agreement.

         8.2      Claims to Indemnification. Any claim for indemnification
                  pursuant to this New Agreement, unless otherwise received by
                  means of direct negotiation among the parties upon reasonable
                  oral notification by the party seeking indemnification to all
                  other parties, shall be made in writing in respect to the
                  nature and amount of the claim to the other.



                                      74.
<PAGE>

                                   Article IX

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         9.1      Survival. All statements contained in the schedules, any
                  exhibits or other instrument delivered by or on behalf of the
                  parties hereto or in connection with the transactions
                  contemplated by this New Agreement, shall be deemed to be
                  representations made by or on behalf of the parties to this
                  New Agreement, and all representations, warranties and
                  agreements made by the parties to this New Agreement or
                  pursuant hereto shall survive.

                                    Article X

                                     GENERAL

         10.1     Partial Invalidity. If any term or provision of this New
                  Agreement or the application thereof to any person or
                  circumstances shall, to any extent, be invalid or
                  unenforceable, the remainder of this New Agreement or the
                  application of such term or provision to persons or
                  circumstances other than those to which it is held invalid or
                  unenforceable, shall not be affected thereby, and each such
                  term and provision of this New Agreement shall be valid and be
                  enforced to the fullest extent permitted by law.

         10.2     Waiver. No waiver of any breach of any covenant or provision
                  herein contained shall be deemed a waiver of any preceding or
                  succeeding breach thereof, or of any other covenant or
                  provision herein contained. No extension of time for
                  performance of any obligation or act shall be deemed an
                  extension of the time for performance of any other obligation
                  or act.

         10.3     Notices. All notices or other communications required or
                  permitted hereunder shall be in writing, addressed and mailed,
                  by overnight courier or certified mail, postage prepaid,
                  return receipt requested, to the following respective
                  addresses of the parties (or such other addresses of which
                  they may give notice in writing



                                      75.
<PAGE>

                  by certified mail) and shall be deemed received and effective
                  upon mailing thereof.

                  Any notice to YFHI shall be sent to:

                           Your Future Holdings, Inc.
                           1900 Avenue of the Stars
                           Suite 1635
                           Los Angeles, CA 90067

                  With a copy to:

                           Gateway Enterprises, Inc.
                           3220 E Flamingo Road, Suite 156
                           Las Vegas, Nevada 89121

                  Any notice to YFI shall be sent to:

                           Your Future, Inc.
                           7301 Rivers Avenue, Suite 260
                           N. Charleston, South Carolina 29406

         10.4     Successors and Assigns. This New Agreement shall be binding
                  upon and shall inure to the benefit of the permitted
                  successors and assigns of the parties hereto.

         10.5     Professional Fees. In the event of the bringing of any action
                  or suit by a party hereto against another party hereunder by
                  reason of any breach of any of the covenants, agreements or
                  provisions on the part of the other party arising out of this
                  New Agreement, then in that event the prevailing party shall
                  be entitled to have and recover from the other party all costs
                  and expenses of the action or suit, including actual
                  attorney's fees, accounting fees, and other professional fees
                  resulting therefrom.

         10.6     Entire Agreement. This New Agreement is the final expression
                  of,



                                      76.
<PAGE>

                  and contains the entire agreement between, the parties with
                  respect to the subject matter hereof and supersedes all prior
                  understandings with respect thereto. This New Agreement may
                  not be modified, changed, supplemented or terminated, nor may
                  any obligations hereunder be waived, except by written
                  instrument signed by the party to be charged or by his agent
                  duly authorized in writing or as otherwise expressly permitted
                  herein. The parties do not intend to confer any benefit
                  hereunder on any person, firm or corporation other than the
                  parties hereto.

         10.7     Time of the Essence. The parties hereby acknowledge and agree
                  that time is strictly of the essence with respect to each and
                  every term, condition, obligation and provision hereof and
                  that failure to timely perform any of the terms, conditions,
                  obligations or provisions hereof by either party shall
                  constitute a material breach of and non-curable (but waivable)
                  default under this New Agreement by the party so failing to
                  perform.

         10.8     Construction. Headings at the beginning of each paragraph and
                  subparagraph are solely for the convenience of the parties and
                  are not a part of the New Agreement. Whenever required by the
                  context of this New Agreement, the singular shall include the
                  plural and the masculine shall include the feminine. This New
                  Agreement shall not be construed as if it had been prepared by
                  one of the parties, but rather as if both parties had prepared
                  the same. Unless otherwise indicated, all references to
                  paragraphs and subparagraphs are to this New Agreement. In the
                  event the date on which any party is required to take any
                  action under the terms of this New Agreement is not a business
                  day, the action shall be taken on the next succeeding day.

         10.9     Counterparts. This New Agreement may be executed in one or
                  more counterparts, each of which shall be an original and all
                  of which taken together shall constitute one instrument.

         10.10    Governing Law. The parties hereto expressly agree that this
                  New



                                      77.
<PAGE>

                  Agreement shall be governed by, interpreted under, and
                  construed and enforced in accordance with the laws of the
                  State of Nevada.

         10.11    This New Agreement supersedes the Old Agreement, except for
                  the warranties and representations of YFI regarding
                  organization and capitalization as stated therein and Exhibit
                  D (Non-Disclosure and Non-Competition Agreement) of the Old
                  Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this New Agreement
in ________________.


Your Future Holdings, Inc.                        Your Future, Inc.


         /s/                                      /s/
         -------------------------------          -----------------------------
         Leodegario Tan Jr.                       Richard Britton
         Director                                 CEO


         Attachments:

         Exhibit A    :  Revised Business Plan of YFI
         Exhibit A-1  :  Existing Site Specifications
         Exhibit B    :  Project Monitoring Report Sample Format
         Exhibit C    :  Non-Disclosure and Non-Competition Agreement
         Exhibit D    :  Employment Contract



                                      78.