Explorations Group, Inc.

                Non-Qualified Stock Option & Stock Incentive Plan

                          Effective as of April 8, 2002


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                            Explorations Group, Inc.
           Non-Qualified Stock Option & Stock Incentive Plan Indenture

State of Florida           }
County of Palm Beach       } ss.:

     Pursuant to a duly adopted resolution of its Board of Directors,  currently
in effect, and as authorized by the certificate of incorporation, bylaws and all
applicable  federal and state laws,  Explorations  Group, Inc. , a publicly held
Delaware corporation (the "Corporation"),  intending to be legally bound, hereby
establishes  and  publishes  an incentive  compensation  plan to be known as the
"Explorations  Group,  Inc.  Non-Qualified  Stock Option & Stock Incentive Plan"
(the "Plan"), as follows:

                                   Witnesseth:

                                   ARTICLE ONE
                                  INTRODUCTION

(a)      Pursuant to the provisions, conditions and requirements set forth
         below, this Plan hereby authorizes the grant of Non-Qualified Stock
         Options and Incentive Stock Options, as such terms are defined in the
         Code and the rules and regulations promulgated thereunder.

(b)      This Plan shall become effective on April 8, 2002.

(c)      The purpose of this Plan is to promote the success and enhance the
         value of the Corporation by linking the personal interests of
         Participants to those of the Corporation's stockholders by providing
         Participants with an incentive for outstanding performance.

(d)      This Plan is further intended to assist the Corporation in its ability
         to acquire compatible businesses and to retain the services of
         Participants upon whose judgment, interest and special effort the
         successful conduct of the Corporation's operations is largely
         dependent, and to align their personal interests with those of the
         Corporation and its stockholders.


                                   ARTICLE TWO
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall be defined as follows
unless the context clearly indicates otherwise:

(a)      "Award Agreement" shall mean the written agreement, executed by an
         appropriate officer of the Corporation, pursuant to which a Plan Award
         is granted.

(b)      "Board of Directors" shall mean the Board of Directors of the
         Corporation.

(c)      "Commission" shall mean the United States Securities and Exchange
         Commission.

(d)      "Code" shall mean the Internal Revenue Code of 1986, as amended, and
         the rules and regulations thereunder.


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This  instrument  is the  property  of the Yankee  Companies,  LLC..,  a Florida
limited  liability  company  ("Yankees")  and  has  been  licensed  for  use  by
Explorations Group, Inc. , only for its own corporate  governance  purposes.  No
one may utilize this form or any  derivations  thereof without the prior written
consent of Yankees.

          Non-Qualified Stock Option & Stock Incentive Plan Indenture

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(e)               "Committee" shall mean all Outside Directors of the
                  Corporation or all Outside Directors appointed by the Board of
                  Directors to serve as the Committee; provided that the
                  Committee must always be comprised of not less than one, nor
                  more than three member(s).

(f)               "Common Stock" shall mean the common stock, par value $.01 per
                  share, of the Corporation.

(g)               "Consultant" shall mean an individual who is in a Consulting
                  Relationship with the Corporation or any Parent or Subsidiary,
                  other than one principally engaged in promoting the securities
                  of the Corporation, as defined by applicable rules of the
                  Commission excluding persons so engaged from eligibility to
                  participate in registration of securities on Commission Form
                  S-8.

(h)               "Consulting Relationship" shall mean the relationship that
                  exists between an individual and the Corporation (or any
                  Parent or Subsidiary) if such individual or any entity of
                  which such individual is an executive officer or owns a
                  substantial equity interest has entered into a written
                  consulting contract with the Corporation or any Parent or
                  Subsidiary.

(i)               "Corporation" shall mean Explorations Group, Inc., a Delaware
                  corporation.

(j)               "Disability" shall have the same meaning as the term"permanent
                  and total disability" under Section 22(e)(3) of the Code.

(k)               "Employee" shall mean a common-law employee of the Corporation
                  or of any Parent or Subsidiary.

(l)               "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended, and the rules and regulations thereunder.

(m)               "Executive" means an employee of the Corporation or of any
                  Parent or Subsidiary whose compensation is subject to the
                  deduction limitations set forth under Code Section 162(m).

(n)      (1)        "Fair Market Value" of the  Corporation's  Common Stock on a
                    Trading  Day shall  mean the last  reported  sale  price for
                    Common Stock or, in case no such  reported  sale takes place
                    on such  Trading  Day,  the  average of the  closing bid and
                    asked  prices for the Common  Stock for such Trading Day, in
                    either case on the principal national securities exchange on
                    which the Common Stock is listed or admitted to trading,  or
                    if the Common  Stock is not listed or admitted to trading on
                    any  national  securities  exchange,  but is  traded  in the
                    over-the-counter  market,  the  closing  sale  price  of the
                    Common  Stock  or,  if no sale  is  publicly  reported,  the
                    average  of the  closing  bid and asked  quotations  for the
                    Common  Stock,  as reported by the National  Association  of
                    Securities Dealers,  Inc., a Delaware corporation registered
                    as a self  regulatory  organization  by the Commission  (the
                    "NASD"), through its NASDAQ Stock Market, Inc., subsidiary's
                    Automated  Quotation  System  ("NASDAQ")  or any  comparable
                    system or, if the Common  Stock is not listed on NASDAQ or a
                    comparable  system,  the  closing  sale  price of the Common
                    Stock or, if no sale is  publicly  reported,  the average of
                    the  closing  bid and  asked  prices,  as  furnished  by two
                    members  of the NASD who make a market in the  Common  Stock
                    selected  from  time  to time by the  Corporation  for  that
                    purpose.

         (2)      In addition, for purposes of this definition, a "Trading Day"
                  shall mean, if the Common Stock is listed on any national
                  securities exchange, a business day during which such exchange
                  was open for trading and at least one trade of Common Stock
                  was effected on such exchange on such business day, or, if the
                  Common Stock is not listed on any national securities exchange
                  but is traded in the over-the-counter market, a business day
                  during which the over-the-counter market was open for trading
                  and at least one "eligible dealer" quoted both a bid and asked
                  price for the Common Stock.

         (3)      An "eligible dealer" for any day shall include any
                  broker-dealer who quoted both a bid and asked price for such
                  day, but shall not include any broker-dealer who quoted only a
                  bid or only an asked price for

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                  such day. In the event the Corporation's Common Stock is not
                  publicly traded, the Fair Market Value of such Common Stock
                  shall be determined by the Committee in good faith.

(o) "Good Cause" shall mean:

         (1)      A Participant's willful or gross misconduct or willful or
                  gross negligence in the performance of his duties for the
                  Corporation or for any Parent or Subsidiary after prior
                  written notice of such misconduct or negligence and the
                  continuance thereof for a period of 30 days after receipt by
                  such Participant of such notice;

         (2)      A Participant's intentional or habitual neglect of his duties
                  for the Corporation or for any Parent or Subsidiary after
                  prior written notice of such neglect;

         (3)      A Participant's theft or misappropriation of funds of the
                  Corporation or of any Parent or Subsidiary, or commission of a
                  felony; or

         (4)      The direct or indirect breach by the Participant of the terms
                  of a related consulting contract with the Corporation or any
                  Parent or Subsidiary.

(p)      "Incentive Stock Option" shall mean a stock option satisfying the
         requirements for tax-favored treatment under Section 422 of the Code.

(q)      "NASD" shall, unless the context requires otherwise, mean the National
         Association of Securities Dealers, Inc., a Delaware corporation
         registered as a self regulatory organization by the Commission, and its
         controlled subsidiaries.

(r)      "Non-Qualified Option" shall mean a stock option which does not satisfy
         the requirements for, or which is not intended to be eligible for,
         tax-favored treatment under Section 422 of the Code.

(s)      "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
         Option granted pursuant to the provisions of Article Seven hereof, as
         such terms are defined in the Code and the rules and regulations
         promulgated thereunder.

(t)      "Option Holder" shall mean a Participant who is granted an Option under
         the terms of this Plan.

(u)      "Outside Directors" shall mean all members of the Board of Directors of
         the Corporation other than those who also serve as officers, employees
         or consultants of the Corporation or who hold more than 10% of the
         Corporation's capital stock ("Inside Directors"), or who are related by
         marriage or consanguinity to Inside Directors, and who are classified
         as "outside directors" under Section 162(m) of the Code.

(v)      "Parent" shall mean a parent corporation of the Corporation within the
          meaning of Section 424(e) of the Code.

(w)      "Participant" shall mean any Employee or other person participating
         under this Plan.

(x)      "Plan Award" shall mean an Option granted pursuant to the terms of this
         Plan.

(y)      "Securities Act" shall mean the Securities Act of 1933, as amended, and
         the rules and regulations thereunder.

(z)      "Service" shall mean the United States Internal Revenue Service.

(aa)     "Subsidiary" shall mean a subsidiary corporation of the Corporation
          within the meaning of Section 424(f) of the Code.


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(bb)     "Termination of Consulting Relationship" shall mean the cessation,
         abridgement or termination of a Consultant's Consulting Relationship
         with the Corporation or any Parent or Subsidiary as a result of:

         (1)      The Consultant's death or Disability;

         (2)      The disqualification of the Consultant from participation as a
                  recipient of securities of the Corporation on Commission Form
                  S-8.

         (3)      The cancellation, annulment, expiration, termination or breach
                  of the written consulting contract between the Corporation (or
                  any Parent or Subsidiary) and the Consultant (or any other
                  entity) giving rise to the Consulting Relationship; or

         (4)      If the written consulting contract is not directly between the
                  Corporation (or any Parent or Subsidiary) and the Consultant,
                  the Consultant's termination of service with, or sale of all
                  or substantially all of his equity interest in, the entity
                  which has entered into the written consulting contract with
                  the Corporation, Parent or Subsidiary.


                                  ARTICLE THREE
                                 ADMINISTRATION

(a)               (1) This Plan shall be administered by the Committee, which
                  shall be comprised solely of at least one, and no more than
                  three, Non-Employee Directors, as defined in Rule 16b-3(b)(3)
                  promulgated under the Exchange Act, and who also qualify as
                  "Outside Directors".

         (2)      Subject to the provisions of this Plan, the Committee may
                  establish from time to time such regulations, provisions,
                  proceedings and conditions of awards which, in its sole
                  opinion, may be advisable in the administration of this Plan.

(b)      A majority of the Committee shall constitute a quorum, and, subject to
         the provisions of Article Six of this Plan, the acts of a majority of
         the members present at any meeting at which a quorum is present, or
         acts approved in writing by a majority of the Committee, shall be the
         acts of the Committee as a whole.


                                  ARTICLE FOUR
                                SHARES AVAILABLE

(a)      Subject to the adjustments provided in Article Eight of this Plan, the
         aggregate number of shares of the Common Stock which may be granted for
         all purposes under this Plan shall be 250,000 shares.

(b)      Shares of Common Stock underlying awards of securities (derivative or
         not) and shares of Common Stock awarded hereunder (whether or not on a
         restricted basis) shall be counted against the limitation set forth in
         the immediately preceding sentence and may be reused to the extent that
         the related Plan Award to any individual is settled in cash, expires,
         is terminated unexercised, or is forfeited.

(c)      Common Stock granted to satisfy Plan Awards under this Plan may be
         authorized and unissued shares of the Common Stock, issued shares of
         such Common Stock held in the Corporation's treasury or shares of
         Common Stock acquired on the open market.

(d)      Notwithstanding the foregoing, the Corporation's transfer agent, its
         secretary and its general counsel shall:

         (1)      Retain a copy of this Plan, and any amendments or supplements
                  thereof, in its records of the Corporation's affairs;


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         (2)      Be provided with and retain copies of all instruments
                  effecting Plan Awards;

         (3)      Assure that shares adequate to meet the Corporation's
                  obligations under the Plan are reserved for issuance in
                  compliance herewith;

         (4)      Immediately notify the Corporation and any Participants
                  affected in the event that shares adequate to meet the
                  Corporation's obligations under the Plan are not authorized;

         (5)      Assure that, in conjunction with the issuance or transfer of
                  any securities under the Plan, the holder complies with all
                  reporting and registration requirements imposed under the
                  Securities Act, the Exchange Act, comparable provisions of
                  applicable state laws, policies of the Corporation implemented
                  to assure compliance with all such laws and the regulations
                  and rules promulgated thereunder, or the legally available
                  exemptions therefrom.


                                  ARTICLE FIVE
                                   ELIGIBILITY

(a)      Officers and key Employees of the Corporation, or of any Parent or
         Subsidiary, who are regularly employed on a salaried basis as common
         law Employees, and Consultants and directors of the Corporation or of
         any Parent or Subsidiary who are not Employees, shall be eligible to
         participate in this Plan.

(b)      Where appropriate under this Plan, directors who are not Employees
         shall be referred to as "employees" and their service as directors as
         "employment".


                                   ARTICLE SIX
                             AUTHORITY OF COMMITTEE

(a)      This Plan shall be administered by, or under the direction of, the
         Committee, which shall administer this Plan so as to comply at all
         times with Section 16 of the Exchange Act and the rules and regulations
         promulgated thereunder, to the extent such compliance is required, and
         shall otherwise have plenary authority to interpret this Plan and to
         make all determinations specified in or permitted by this Plan or
         deemed necessary or desirable for its administration or for the conduct
         of the Committee's business.

(b)      All interpretations and determinations of the Committee may be made on
         an individual or group basis and shall be final, conclusive and binding
         on all interested parties.

(c)      Subject to the express provisions of this Plan, the Committee shall
         have authority, in its discretion, to determine the persons to whom
         Plan Awards shall be granted, the times when such Plan Awards shall be
         granted, the number of Plan Awards, the purchase price or exercise
         price of each Plan Award (if applicable), the period(s) during which a
         Plan Award shall be exercisable (whether in whole or in part), the
         restrictions to be applicable to Plan Awards and the other terms and
         provisions thereof (which need not be identical).

(d)      In addition, the authority of the Committee shall include, without
         limitation, the following:

         (1) Financing.

                  The arrangement of temporary financing for an Option Holder by
                  registered broker-dealers, under the rules and regulations of
                  the Federal Reserve Board, for the purpose of assisting an
                  Option Holder in the exercise of an Option, such authority to
                  include the payment by the Corporation of the commissions of
                  the broker-dealer;



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         (2) Procedures for Exercise of Option.

                  The establishment of procedures for an Option Holder to:

               (A)  Exercise an Option by payment of cash;

               (B)  Have  withheld from the total number of shares of Common
                    Stock to be  acquired  upon the  exercise  of an Option that
                    number of shares having a Fair Market Value, which, together
                    with such  cash as shall be paid in  respect  of  fractional
                    shares,  shall equal the Option  exercise price of the total
                    number of shares of Common Stock to be acquired;

               (C)  Exercise  all or a portion  of an Option by  delivering
                    that number of shares of Common Stock  already  owned by him
                    having a Fair  Market  Value  which  shall  equal the Option
                    exercise price for the portion exercised and, in cases where
                    an Option is not exercised in its  entirety,  and subject to
                    the requirements of the Code, to permit the Option Holder to
                    deliver the shares of Common  Stock thus  acquired by him in
                    payment of shares of Common Stock to be received pursuant to
                    the  exercise of  additional  portions of such  Option,  the
                    effect  of  which  shall  be that an  Option  Holder  can in
                    sequence  utilize such newly acquired shares of Common Stock
                    in  payment  of the  exercise  price of the  entire  Option,
                    together  with  such  cash as  shall be paid in  respect  of
                    fractional shares; and

               (D)  Engage in any form of "cashless" exercise.

         (3)      Withholding.

                    The  establishment of a procedure whereby a number of shares
                    of Common Stock or other securities may be withheld from the
                    total number of shares of Common  Stock or other  securities
                    to be issued upon exercise of an Option or for the tender of
                    shares of Common Stock owned by any  Participant to meet any
                    obligation  of   withholding   for  taxes  incurred  by  the
                    Participant upon such exercise.


                                  ARTICLE SEVEN
                                  STOCK OPTIONS

(a)      The Committee shall have the authority, in its discretion, to grant
         Incentive Stock Options or to grant Non-Qualified Stock Options or to
         grant both types of Options.

(b)      Notwithstanding anything contained herein to the contrary, an Incentive
         Stock Option may be granted only to common law employees of the
         Corporation or of any Parent or Subsidiary now existing or hereafter
         formed or acquired, and not to any director or officer who is not also
         such a common law employee.

(c)      The terms and conditions of the Options shall be determined from time
         to time by the Committee; provided, however, that the Options granted
         under this Plan shall be subject to the following:

         (1)      Exercise Price.

                    (A) The Committee  shall establish the exercise price at the
                    time any Option is granted at such  amount as the  Committee
                    shall determine;  provided, however, that the exercise price
                    for  each  share  of  Common  Stock  purchasable  under  any
                    Incentive  Stock  Option  granted  hereunder  shall  be such
                    amount  as  the  Committee  shall,  in  its  best  judgment,
                    determine to be not less than one hundred  percent (100%) of
                    the Fair Market  Value per share of Common Stock at the date
                    the Option is granted;  and provided,  further,  that in the
                    case of an Incentive  Stock Option  granted to a person who,
                    at the time such  Incentive  Stock  Option is granted,  owns
                    shares  of  stock of the  Corporation  or of any  Parent  or
                    Subsidiary which possesses more than

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                    ten percent (10%) of the total combined  voting power of all
                    classes  of  shares  of stock of the  Corporation  or of any
                    Parent or  Subsidiary,  the exercise price for each share of
                    Common Stock shall be such amount as the  Committee,  in its
                    best  judgment,  shall  determine  to be not  less  than one
                    hundred  ten  percent  (110%) of the Fair  Market  Value per
                    share of Common Stock at the date the Option is granted.

                  (B)      The exercise price will be subject to adjustment in
                           accordance with the provisions of Article Eight of
                           this Plan.

         (2)      Payment of Exercise Price.

                  (A)      The price per share of Common Stock with respect to
                           each Option shall be payable at the time the Option
                           is exercised.

                  (B)      Such price shall be payable in cash or pursuant to
                           any of the methods set forth in Article Six (d)(2)
                           hereof.

                  (C)      Shares of Common Stock delivered to the Corporation
                           in payment of the exercise price shall be valued at
                           the Fair Market Value of the Common Stock on the date
                           preceding the date of the exercise of the Option.

         (3) Exercisability of Options.

                  (A)      Except as provided in Article Seven (c)(5) hereof,
                           each Option shall be exercisable in whole or in
                           installments, and at such time(s), and subject to the
                           fulfillment of any conditions on, and to any
                           limitations on, exercisability as may be determined
                           by the Committee at the time of the grant of such
                           Options.

                  (B)      The right to purchase shares of Common Stock shall be
                           cumulative so that when the right to purchase any
                           shares of Common Stock has accrued such shares of
                           Common Stock or any part thereof may be purchased at
                           any time thereafter until the expiration or
                           termination of the Option.

         (4) Expiration of Options.

                    No Incentive  Stock Option by its terms shall be exercisable
                    after  the  expiration  of ten (10)  years  from the date of
                    grant of the Option;  provided,  however,  in the case of an
                    Incentive  Stock Option granted to a person who, at the time
                    such  Option  is  granted,  owns  shares  of  stock  of  the
                    Corporation or of any Parent or Subsidiary  possessing  more
                    than ten percent (10%) of the total combined voting power of
                    all classes of shares of stock of the  Corporation or of any
                    Parent or  Subsidiary,  such Option shall not be exercisable
                    after the  expiration  of five (5) years  from the date such
                    Option is granted.

         (5)      Exercise Upon Option Holder's Termination of Employment or
                  Termination of Consulting Relationship.

                  (A)      If the employment of an Option Holder by the
                           Corporation or by any Parent or Subsidiary is
                           terminated for any reason other than death, any
                           Incentive Stock Option granted to such Option Holder
                           may not be exercised later than three months (one
                           year in the case of termination due to Disability)
                           after the date of such termination of employment.

                  (B)      For purposes of determining whether any Option Holder
                           has incurred a termination of employment (or a
                           Termination of Consulting Relationship), an Option
                           Holder who is both an employee (or a Consultant) and
                           a director of the Corporation and/or any Parent or
                           Subsidiary shall (with respect to any Non-Qualified
                           Option that may have been granted to

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                           him) be considered to have incurred a termination of
                           employment (or a Termination of Consulting
                           Relationship) only upon his termination of service
                           both as an employee (or as a Consultant) and as a
                           director.

               (C)  Furthermore,  if  an  Option  Holder's  employment  (or
                    Consulting Relationship) is terminated by the Corporation or
                    by any Parent or  Subsidiary  for Good Cause or if an Option
                    Holder voluntarily  terminates his employment other than for
                    Disability (or incurs a voluntary  Termination of Consulting
                    Relationship other than for Disability) with the Corporation
                    or with any Parent or Subsidiary without the written consent
                    of the  Committee,  regardless of whether such Option Holder
                    continues  to serve as a director of the  Corporation  or of
                    any Parent or Subsidiary,  then the Option Holder shall,  at
                    the time of such  termination of employment (or  Termination
                    of Consulting Relationship),  forfeit his rights to exercise
                    any and all of the outstanding Option(s) theretofore granted
                    to him.

         (6) Maximum Amount of Incentive Stock Options.

                (A) Each Plan Award under which  Incentive Stock Options are
                    granted  shall  provide that to the extent the  aggregate of
                    the  Fair  Market  Value  of  the  shares  of  Common  Stock
                    (determined  as of the  time  of the  grant  of the  Option)
                    subject to such  Incentive  Stock Option and the Fair Market
                    Values  (determined  as of  the  date(s)  of  grant  of  the
                    option(s))  of all other shares of Common  Stock  subject to
                    incentive  stock options  granted to an Option Holder by the
                    Corporation   or  any  Parent  or   Subsidiary,   which  are
                    exercisable  for the first  time by any  person  during  any
                    calendar  year,   exceed(s)  one  hundred  thousand  dollars
                    ($100,000),  such excess shares of Common Stock shall not be
                    deemed to be purchased pursuant to Incentive Stock Options.

                (B) The terms of the immediately preceding sentence shall be
                    applied by taking all options,  whether or not granted under
                    this  Plan,  into  account  in the  order in which  they are
                    granted.


                                  ARTICLE EIGHT
                              ADJUSTMENT OF SHARES

(a) Recapitalization, etc.

                 (1)In the event there is any change in the Common  Stock of
                    the   Corporation   by   reason   of   any   reorganization,
                    recapitalization,  stock split, stock dividend or otherwise,
                    there  shall be  substituted  for or added to each  share of
                    Common Stock theretofore appropriated or thereafter subject,
                    or which may become subject,  to any Option,  the number and
                    kind of shares of stock or other  securities into which each
                    outstanding share of Common Stock shall be so changed or for
                    which each such share shall be  exchanged,  or to which each
                    such  share be  entitled,  as the  case may be,  and the per
                    share price thereof also shall be appropriately adjusted.

         (2) Notwithstanding the foregoing:

                  (A)      Each such adjustment with respect to an Incentive
                           Stock Option shall comply with the rules of Section
                           424(a) of the Code; and

                  (B)      In no event shall any adjustment be made which would
                           render any Incentive Stock Option granted hereunder
                           to be other than an Incentive Stock Option for
                           purposes of Section 422 of the Code.




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(b) Merger, Consolidation or Change in Control of Corporation.

         (1) Upon:

                 (A)The merger or  consolidation  of the Corporation with or
                    into another corporation (pursuant to which the stockholders
                    of the  Corporation  immediately  prior  to such  merger  or
                    consolidation  will  not,  as of the date of such  merger or
                    consolidation, own a beneficial interest in shares of voting
                    securities  of the  corporation  surviving  such  merger  or
                    consolidation  having at least a  majority  of the  combined
                    voting  power  of  such   corporation's   then   outstanding
                    securities),  if the  agreement  of merger or  consolidation
                    does not provide for the  continuance of the Options,  Stock
                    Appreciation  Rights and shares of Restricted  Stock (as the
                    term  "restricted"  is used in Commission  Rule 144) granted
                    hereunder  or the  substitution  of new  options for Options
                    granted hereunder,  or for the assumption of such Options by
                    the surviving corporation;

                (B) The  dissolution,   liquidation,  or  sale  of  all  or
                    substantially  all the assets of the Corporation to a person
                    unrelated  to the  Corporation  or to a direct  or  indirect
                    owner of a majority of the voting power of the Corporation's
                    then  outstanding  voting  securities  (such  sale of assets
                    being referred to as an "Asset Sale"); or

                (C) A Change in Control of the Corporation;

         (2)        The holder of any such  Option  theretofore  granted and
                    still outstanding (and not otherwise expired) shall have the
                    right  immediately  prior  to the  effective  date  of  such
                    merger, consolidation,  dissolution, liquidation, Asset Sale
                    or Change in Control of the  Corporation  to  exercise  such
                    Option(s)  in  whole  or  in  part  without  regard  to  any
                    installment  provision  that may have  been made part of the
                    terms and conditions of such Option(s) and all  restrictions
                    regarding   transferability  and  forfeiture  on  shares  of
                    Restricted Stock shall be removed  immediately  prior to the
                    effective date of such merger,  consolidation,  dissolution,
                    liquidation,   Asset  Sale  or  Change  in  Control  of  the
                    Corporation;  provided that any conditions  precedent to the
                    exercise of such Option(s),  other than the passage of time,
                    have occurred.

         (3)        The Corporation,  to the extent practicable,  shall give
                    advance  notice to affected  Option  Holders of such merger,
                    consolidation,   dissolution,  liquidation,  Asset  Sale  or
                    Change in Control of the Corporation.

         (4)        All such  Options  which are not so  exercised  shall be
                    forfeited  as  of  the   effective   time  of  such  merger,
                    consolidation,  dissolution,  liquidation or Asset Sale (but
                    not in the case of a Change in Control of the Corporation).

(c) Definition of Change in Control of the Corporation.

                    As used  herein,  a "Change in  Control of the  Corporation"
                    shall be deemed to have  occurred  if any person  (including
                    any individual,  firm, partnership or other entity) together
                    with all  Affiliates  and  Associates (as defined under Rule
                    12b-2 of the General Rules and Regulations promulgated under
                    the Exchange Act) of such person,  directly or indirectly is
                    or becomes  the  Beneficial  Owner (as defined in Rule 13d-3
                    promulgated  under the Exchange  Act),  of securities of the
                    Corporation  representing 40% of more of the combined voting
                    power  of the  Corporation's  then  outstanding  securities,
                    except:

         (1)      A trustee or other fiduciary holding securities under an
                  employee benefit plan of the Corporation or any subsidiary of
                  the Corporation;

         (2)      A corporation owned, directly or indirectly, by the
                  stockholders of the Corporation in substantially the same
                  proportions as their ownership of the Corporation;

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         (3)      The Corporation or any subsidiary of the Corporation; or

         (4)      A Participant together with all Affiliates and Associates of
                  the Participant, but only with respect to the Option(s) held
                  by the Participant who, together with his Affiliates or
                  Associates, if any, is or becomes the direct or indirect
                  Beneficial Owner of the percentage of such securities.


                                  ARTICLE NINE
                            MISCELLANEOUS PROVISIONS

(a)      Administrative Procedures.

                    The Committee may establish any procedures  determined by it
                    to be appropriate in discharging its responsibilities  under
                    this Plan. All actions and decisions of the Committee  shall
                    be final.

(b) Assignment or Transfer.

         (1)      No grant or award of any Plan Award (other than a
                  Non-Qualified Option) or any rights or interests therein shall
                  be assignable or transferable by a Participant except by
                  testamentary will or the laws of descent and distribution, or
                  pursuant to a domestic relations order.

         (2)      During the lifetime of a Participant, Incentive Stock Options
                  granted hereunder shall be exercisable only by the
                  Participant.

(c) Investment Representation.

                    In the case of Plan Awards paid in shares of Common Stock or
                    other securities,  or with respect to shares of Common Stock
                    received  pursuant  to  the  exercise  of  an  Option,   the
                    Committee  may require,  as a condition  of  receiving  such
                    securities,  that the Participant furnish to the Corporation
                    such  written   representations   and   information  as  the
                    Committee deems  appropriate to permit the  Corporation,  in
                    light  of the  existence  or  nonexistence  of an  effective
                    registration  statement  under  the  Securities  Act and any
                    applicable   provisions  of  state  laws,  to  deliver  such
                    securities  in  compliance   with  the   provisions  of  the
                    Securities Act and any applicable  provisions of state laws,
                    or  of  the   provisions   of  any   exemptions   from  such
                    requirements.

(d)      Withholding Taxes.

         (1)      The Corporation shall have the right to deduct from all cash
                  payments owed to a Participant for any reason, any federal,
                  state, local or foreign taxes required by law to be withheld
                  with respect to any Plan Awards.

         (2)      In the case of the issuance or distribution of Common Stock or
                  other securities hereunder, either directly or upon the
                  exercise of or payment upon any Plan Award, the Corporation,
                  as a condition of such issuance or distribution, may require
                  the payment (through withholding from the Participant's
                  salary, reduction of the number of shares of Common Stock or
                  other securities to be issued, or otherwise) of any such
                  taxes.

         (3)      Each Participant may satisfy the withholding obligations by
                  paying to the Corporation a cash amount equal to the amount
                  required to be withheld or by tendering to the Corporation a
                  number of shares of Common Stock having a value equivalent to
                  such cash amount, or by use of any available procedure as
                  provided under Article Six (d)(3) hereof.




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(e)      Costs and Expenses.

         The costs and expenses of administering this Plan shall be borne by the
         Corporation and shall not be charged against any award nor to any
         employee receiving a Plan Award.

(f)      Funding of Plan.

         (1) This Plan shall be unfunded.

         (2) The  Corporation  shall not be required to segregate any
             of its assets to assure the  payment of any Plan Award under
             this Plan.

         (3) Neither the Participants nor any other persons shall have any
             interest in any fund or in any specific asset or assets of the
             Corporation or any other entity by reason of any Plan Award,
             except to the extent expressly provided hereunder.

         (4) The interests of each Participant and former Participant
             hereunder are unsecured and shall be subject to the general
             creditors of the Corporation.

(g)      Other Incentive Plans.

                    The  adoption of this Plan does not preclude the adoption by
                    appropriate means of any other incentive plan for employees,
                    or the grant of any  benefits  or  compensation,  including,
                    without limitation, securities of the Corporation, under any
                    employment, consulting or acquisition agreements.

(h)      Number and Gender.

                    Where appearing in this Plan, masculine gender shall include
                    the feminine  and neuter  genders,  and the  singular  shall
                    include  the  plural,  and vice  versa,  unless the  context
                    clearly indicates a different meaning.

(i)      Headings.

                    The headings and  sub-headings in this Plan are inserted for
                    the  convenience  of reference only and are to be ignored in
                    any construction of the provisions hereof.

(j)      Severability.

                    In case any  provision of this Plan shall be held illegal or
                    void,  such  illegality or  invalidity  shall not affect the
                    remaining  provisions  of this  Plan,  but  shall  be  fully
                    severable,  and this Plan shall be construed and enforced as
                    if said illegal or invalid provision had never been inserted
                    herein.

(k)      Payments Due Missing Persons.

         (1)      The Corporation shall make a reasonable effort to locate all
                  persons entitled to benefits under this Plan; however,
                  notwithstanding any provisions of this Plan to the contrary,
                  if, after a period of one year from the date such benefits
                  shall be due, any such persons entitled to benefits have not
                  been located, their rights under this Plan shall stand
                  suspended.

         (2)      Before this provision becomes operative, the Corporation shall
                  send a certified letter (return receipt requested) to all such
                  persons at their last known addresses advising them that their
                  rights under this Plan shall be suspended.


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         (3)      Subject to all applicable state escheat laws, any such
                  suspended amounts shall be held by the Corporation for a
                  period of one additional year and thereafter such amounts
                  shall be forfeited and remain the property of the Corporation.

(l)      Liability and Indemnification.

         (1)      (A)      Neither the Corporation nor any Parent or
                           Subsidiary shall be responsible in any way for any
                           action or omission of the Committee, or any other
                           fiduciaries in the performance of their duties and
                           obligations as set forth in this Plan.

                  (B)      Furthermore, neither the Corporation nor any Parent
                           or Subsidiary shall be responsible for any act or
                           omission of any of their agents, or with respect to
                           reliance upon advice of their counsel provided that
                           the Corporation and/or the appropriate Parent or
                           Subsidiary relied in good faith upon the action of
                           such agent or the advice of such counsel.

         (2)               (A) Except for their own gross negligence or willful
                           misconduct regarding the performance of the duties
                           specifically assigned to them under, or their willful
                           breach of the terms of, this Plan, the Corporation,
                           each Parent and Subsidiary and the Committee shall be
                           held harmless by the Participants, former
                           Participants, beneficiaries and their representatives
                           against liability or losses occurring by reason of
                           any act or omission.

                  (B)      Neither the Corporation, any Parent or Subsidiary,
                           the Committee, nor any agents, employees, officers,
                           directors or shareholders of any of them, nor any
                           other person shall have any liability or
                           responsibility with respect to this Plan, except as
                           expressly provided herein.
(m)      Incapacity.

                    If the Committee shall receive  evidence  satisfactory to it
                    that a person  entitled to receive payment of any Plan Award
                    is, at the time when such benefit becomes payable,  a minor,
                    or is  physically  or mentally  incompetent  to receive such
                    Plan  Award and to give a valid  release  thereof,  and that
                    another person or an institution is then  maintaining or has
                    custody of such person and that no  guardian,  committee  or
                    other representative of the estate of such person shall have
                    been duly appointed,  the Committee may make payment of such
                    Plan Award  otherwise  payable to such  person to such other
                    person or institution, including a custodian under a Uniform
                    Gifts to Minors Act, or corresponding legislation (who shall
                    be an adult,  a guardian  of the minor or a trust  company),
                    and the release by such other person or institution shall be
                    a valid and complete  discharge for the payment of such Plan
                    Award.

(n) Cooperation of Parties.

                    All  parties  to this  Plan  and  any  person  claiming  any
                    interest  hereunder  agree to  perform  any and all acts and
                    execute any and all documents and papers which are necessary
                    or  desirable  for  carrying  out  this  Plan  or any of its
                    provisions.

(o)      Governing Law.

                    All questions  pertaining to the validity,  construction and
                    administration   of  this  Plan  shall  be   determined   in
                    accordance with the laws of the State of Delaware, exclusive
                    of any choice of law  provisions  thereof which would result
                    in the  application of substantive  laws other than those of
                    the State of Delaware.

(p) Non-guarantee of Employment or Consulting Relationship.

                    Nothing  contained  in this  Plan  shall be  construed  as a
                    contract of employment (or as a consulting contract) between
                    the  Corporation  (or any  Parent  or  Subsidiary),  and any
                    employee  or  Participant,  as a right  of any  employee  or
                    Participant  to be continued in the  employment  of (or in a
                    Consulting Relationship with) the
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         Corporation (or any Parent or Subsidiary), or as a limitation on the
         right of the Corporation or any Parent or Subsidiary to discharge any
         of its employees (or Consultants), at any time, with or without cause.

(q)      Notices.

         (1)      Each notice relating to this Plan shall be in writing and
                  delivered in person or by certified mail (return receipt
                  requested) to the proper address. All notices to the
                  Corporation or the Committee shall be addressed to it at the
                  Corporation's address last set forth in a document filed by
                  the Corporation with the Commission and posted on the
                  Commission's Internet web site at www.sec.gov, in conjunction
                  with the Commission's current electronic data gathering and
                  retrieval system ("EDGAR"), or any successors thereto.

         (2)      All notices to Participants, former Participants,
                  beneficiaries or other persons acting for or on behalf of such
                  persons shall be addressed to such person at the last address
                  for such person maintained in the Committee's records.

(r)      Written Agreements.

         Each Plan Award shall be evidenced by a signed written agreement (the
         "Award Agreement") between the Corporation and the Participant
         containing the terms and conditions of the award.


                                   ARTICLE TEN
                        AMENDMENT OR TERMINATION OF PLAN

(a)      The Board of Directors of the Corporation shall have the right to
         amend, suspend or terminate this Plan at any time, provided that no
         amendment shall be made which shall increase the total number of shares
         of the Common Stock of the Corporation which may be issued and sold
         pursuant to Incentive Stock Options, reduce the minimum exercise price
         in the case of an Incentive Stock Option or modify the provisions of
         this Plan relating to eligibility with respect to Incentive Stock
         Options unless such amendment is made by or with the approval of the
         stockholders within 12 months of the effective date of such amendment,
         but only if such approval is required by any applicable provision of
         law.

(b)      The Board of Directors of the Corporation shall also be authorized to
         amend this Plan and the Options granted thereunder to maintain
         qualification as "Incentive Stock Options" within the meaning of
         Section 422 of the Code, if applicable.

(c)      Except as otherwise provided herein, no amendment, suspension or
         termination of this Plan shall alter or impair any Plan Awards
         previously granted under this Plan without the consent of the holder
         thereof, except as required to comply with applicable conditions or
         requirements of the Code, the Securities Act, the Exchange Act or any
         other applicable law of the United States, or of any states in which a
         Participant is domiciled or under which the Corporation is subject to
         in personam jurisdiction and regulation.

(d)      This Plan shall automatically terminate on the day immediately
         preceding the tenth anniversary of the date this Plan was adopted by
         the Board of Directors of the Corporation, unless sooner terminated by
         such Board of Directors.

(e)      No Plan Awards may be granted under this Plan subsequent to the
         termination of this Plan.


                                                       * * *

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<PAGE>


     In  Witness  Whereof,   pursuant  to  a  duly  adopted  resolution  of  the
Corporation's  Board of Directors,  currently in effect,  the  undersigned  have
executed this Indenture, by and on behalf of the Corporation.


                            Explorations Group, Inc.

Dated:   April 8, 2002
                            By:_____________________
                                 Michelle Tucker
                                    President
                                                         {Corporate Seal}
                          Attest:______________________
                               Vanessa H. Lindsey
                                    Secretary


State of Florida           }
County of Palm Beach       }

     Before me, an officer duly  authorized to administer  oaths by the State of
Florida,  did personally  appear  Michelle  Tucker,  known to me, who being duly
sworn, did certify to me, in my presence,  that she executed this Indenture,  in
the capacity indicated,  on the date set forth above, as the act of Explorations
Group, Inc., a publicly held Delaware corporation (the "Corporation"),  pursuant
to authority of a duly  promulgated  and currently  effective  resolution of its
duly  elected and  serving  Board of  Directors,  and that by such  action,  the
Corporation has become bound by the terms thereof.

         Witness my hand and seal, this 8th day of April, 2002. My commission
expires:

{Notarial Seal}
                                              ----------------------
                                  Notary Public





State of Florida           }
County of Marion           }

         Before me, an officer duly authorized to administer oaths by the State
of Florida, did personally appear Vanessa H. Lindsey, known to me, who being
duly sworn, did certify to me, in my presence, that she executed this Indenture,
in the capacity indicated, on the date set forth above, as the act of
Explorations Group, Inc., a publicly held Delaware corporation (the
"Corporation"), pursuant to authority of a duly promulgated and currently
effective resolution of its duly elected and serving Board of Directors, and
that by such action, the Corporation has become bound by the terms thereof.

         Witness my hand and seal, this 8th day of April, 2002. My commission
expires:

{Notarial Seal}
                                              ----------------------
                                  Notary Public





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