Engagement Agreement

     This Engagement  Agreement (the "Agreement") is entered into,  effective as
of July 1, 2002, by and between Adam  Wasserman,  an individual  residing in the
State of Florida ("Mr.  Wasserman"),  and Explorations  Group,  Inc., a Delaware
publicly held  corporation  currently  registering  a class of securities  under
Section 12(g) of the Securities Exchange Act of 1934, as amended ("Explorations"
and the "Exchange Act," respectively,  Explorations and all of its subsidiaries,
whether current or subsequently formed or acquired, sometimes being collectively
hereinafter referred to as the "Consolidated  Corporation," and Explorations and
Mr.  Wasserman being sometimes  hereinafter  collectively to as the "Parties" or
generically as a "Party".

                                    Preamble:

     WHEREAS,  Explorations  has directed The Yankee  Companies,  LLC, a Florida
limited  liability company  ("Yankees"),  to recommend an individual to serve as
its chief financial officer and controller; and

     WHEREAS,  Yankees has recommended Mr. Wasserman to  Explorations'  board of
directors based on his knowledge and experience in financial matters,  including
the  accounting  services  he has been  providing  to  Explorations  through his
company, CFO On Call; and

     WHEREAS,  Explorations'  board  of  directors  has  determined  that  he is
experienced  and  well  known  in the  financial  community  and  is  thoroughly
knowledgeable with the obligations and restrictions  imposed on public companies
by the Exchange Act and the Securities Act of 1933, as amended (the  "Securities
Act") and has requested that he serve as Explorations'  chief financial  officer
and controller; and

     WHEREAS,  Mr.  Wasserman is  agreeable  to serving in this  capacity on the
terms and conditions hereinafter set forth:


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

                                   Article One
                       Term, Renewals, Earlier Termination

1.1      Term.

     Subject to the  provisions  set forth herein,  the term of Mr.  Wasserman's
engagement hereunder shall be deemed to commence as of July 1, 2002 and continue
until June 30, 2003,  unless  extended or earlier  terminated by Explorations as
hereinafter set forth
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1.2      Renewals.

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

1.3      Earlier Termination.

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

(a)      For Cause:



         (1)   Explorations may terminate Mr.  Wasserman's  engagement under
               this Agreement at any time for cause.

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

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

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

               (B) The  refusal of Mr.  Wasserman  to follow the  directions  of
               Explorations'  board of directors,  unless Mr. Wasserman believes
               in good faith that such directions are contrary to law;

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

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

(b)      Discontinuance of Business or Change in Control:

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


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(c)      Death:

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

1.4      Final Settlement.

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


                                   Article Two
                               Scope of Engagement

2.1      Retention.

     Explorations  hereby hires Mr.  Wasserman and Mr.  Wasserman hereby accepts
such engagement, in accordance with the terms, provisions and conditions of this
Agreement.

2.2      General Description of Duties.

(a)      Mr. Wasserman shall be engaged as the chief financial officer and
         controller of Explorations and shall perform the duties associated
         therewith by Explorations' bylaws.

(b)      Without limiting the generality of the foregoing, Mr. Wasserman shall:

         (1)      Be responsible for coordinating all financial aspects of
                  Explorations' operations, including strategic financial
                  planning, supervision of Explorations' treasurer (if one has
                  been appointed), and supervision of outside auditors;

         (2)      Keep Explorations' Audit Committee of the board of directors
                  fully and timely informed of all matters under its
                  jurisdiction

         (3)      Serve as Explorations' principal compliance officer and be
                  responsible for overseeing preparation and filing of all
                  reports of Explorations' activities required to be filed,
                  either periodically or on a special basis with the United
                  States Internal Revenue Service, the Securities and Exchange
                  Commission (the "Commission"), and with other federal, state
                  or local governmental agencies; and

         (4)      Perform such other duties as are assigned to him by
                  Explorations' board of directors, subject to compliance with
                  all applicable laws and fiduciary obligations.


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(c)      Mr. Wasserman covenants and agrees to perform his duties in good faith
         and, subject to the exceptions specified in Section 2.4, to devote the
         required amount of his business time, energies and abilities to the
         proper and efficient management and execution of such duties.

2.3      Status.

(a)      Mr. Wasserman shall serve as an independent contractor of Explorations
         and shall have no authority to act as an agent thereof, or to bind
         Explorations or its subsidiaries as a principal or agent thereof, all
         such functions being reserved to its board of directors in compliance
         with the requirements of its constituent documents, unless the board of
         directors shall otherwise authorize.

(b)      Mr. Wasserman hereby covenants and agrees that he shall not hold
         himself out as an authorized agent of Explorations unless such
         authority is specifically assigned to him, on a case by case basis, by
         its board of directors pursuant to a duly adopted resolution which
         remains in effect.

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

2.4      Non-Exclusivity.

     Mr.  Wasserman  shall,   unless   specifically   otherwise   authorized  by
Explorations'  board of  directors,  devote his business  time in a way that the
affairs of Explorations  are satisfied;  provided,  however,  that  Explorations
hereby  recognizes that Mr.  Wasserman is involved with other business  ventures
and hereby  consents to his  continuation  in such roles,  provided that he will
resolve any actual  conflicts of interest  resulting from such roles in favor of
Explorations whenever possible and practical.

2.5      Limitations on Services

(a)      The Parties recognize that certain responsibilities and obligations are
         imposed by federal and state securities laws and by the applicable
         rules and regulations of stock exchanges, the National Association of
         Securities Dealers, Inc., in-house "due diligence" or "compliance"
         departments of Licensed Securities Firms, etc.; accordingly, Mr.
         Wasserman agrees that he will not:

         (1)      Release any financial or other material information or data
                  about Explorations without the prior written consent and
                  approval of Explorations' General Counsel;

         (2)      Conduct any meetings with financial analysts without informing
                  Explorations' General Counsel and board of directors in
                  advance of the proposed meeting and the format or agenda of
                  such meeting.

(b)      In any circumstances where Mr. Wasserman is describing the securities
         of Explorations to a third party, Mr. Wasserman shall disclose to such
         person any compensation received from Explorations

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         to the extent required under any applicable laws, including, without
         limitation, Section 17(b) of the Securities Act of 1933, as amended.

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

(d)      Mr. Wasserman shall not take any action which would in any way
         adversely affect the reputation, standing or prospects of Explorations
         or which would cause Explorations to be in violation of applicable
         laws.


                                  Article Three
                                  Compensation

3.1      Compensation.

     As  consideration  for  Mr.  Wasserman's  services  to  Explorations,   Mr.
Wasserman shall be entitled to:

(a)               (1) Compensation at the rate of $85.00 per hour of time
                  actually devoted to his duties as Explorations' chief
                  financial officer and controller as specified in Article 2.2,
                  as well as reimbursement for all reasonable expenses incurred
                  by him in the course of his duties, plus $1,000 each month in
                  Explorations' common stock provided further that until such
                  time as Explorations' stock is publicly trading, he shall
                  receive 2,000 shares of Explorations' common stock per month,
                  par value $0.01., provided that:

                  (A) He has not been discharged by Explorations for cause;

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

         (2)               (A) The compensation specified above in subsection
                           (a) (1) shall be paid at the end of each month. All
                           compensation for services shall be deemed fully
                           earned as of the end of each month. Explorations
                           agrees that any stock certificates which are
                           delivered to Mr. Wasserman pursuant to this agreement
                           will never be canceled by Explorations or at its
                           direction for any reason except by court order.

                  (B)      The number of shares of stock issued pursuant to this
                           paragraph will be calculated based on the shares'
                           average closing transaction price, as reported on
                           such exchanges as the securities may be traded on or,
                           if not traded on any exchange, as reported on an
                           over-the-counter trading medium (such as the OTC
                           Bulletin Board), for the month then ending.


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                  (C)      Stock certificates will be issued to Adam Wasserman
                           or to his designee, if he so requests in writing.
                           Explorations will use reasonable efforts to assure
                           that its transfer agent delivers stock certificates
                           to Mr. Wasserman within ten (10) days of the end of
                           each month in which Mr. Wasserman performed the
                           requested services.

         (3) Mr. Wasserman hereby represents, warrants, covenants and
acknowledges that:

                  (A)      The securities being issued as compensation under
                           this Agreement (the "Securities") will be issued
                           without registration under the provisions of Section
                           5 of the Securities Act or the securities regulatory
                           laws and regulations of the State of Florida (the
                           "Florida Act") pursuant to exemptions provided
                           pursuant to Section 4(6) of the Act and comparable
                           provisions of the Florida Act;

                  (B)      Mr. Wasserman shall be responsible for preparing and
                           filing any reports concerning this transaction with
                           the Commission and with Florida Division of
                           Securities, and payment of any required filing fees
                           (none being expected);

                  (C)      All of the Securities will bear legends restricting
                           their transfer, sale, conveyance or hypothecation
                           unless such Securities are either registered under
                           the provisions of Section 5 of the Act and under the
                           Florida Act, or an opinion of legal counsel, in form
                           and substance satisfactory to legal counsel to
                           Explorations is provided to Explorations' General
                           Counsel to the effect that such registration is not
                           required as a result of applicable exemptions
                           therefrom;

                  (D)      Explorations' transfer agent shall be instructed not
                           to transfer any of the Securities unless the General
                           Counsel for Explorations advises it that such
                           transfer is in compliance with all applicable laws;

                  (E)      Mr. Wasserman is acquiring the Securities for his own
                           account, for investment purposes only, and not with a
                           view to further sale or distribution; and

                  (F)      Mr. Wasserman or his advisors have examined
                           Explorations' books and records and questioned its
                           officers and directors as to such matters involving
                           Explorations as he deemed appropriate.

         (4)      In the event that Explorations files a registration or
                  notification statement with the Commission or any state
                  securities regulatory authorities registering or qualifying
                  any of its securities for sale or resale to the public as free
                  trading securities, it will notify Mr. Wasserman of such
                  intent at least 15 business days prior to such filing, and
                  shall, if requested by him, include any shares theretofore
                  issued upon exercise of the Options in such registration or
                  notification statement, provided that Mr. Wasserman cooperates
                  in a timely manner with any requirements for such registration
                  or qualification by notification, including, without
                  limitation, the obligation to provide complete and accurate
                  information therefor, and provided further that in conjunction
                  with any such registration, Mr. Wasserman must comply with any
                  reasonable restrictions on sales of the registered  securities
                  generally required by an underwriter of securities included in
                  such registration statement.

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(b) In addition to the compensation described above:

         (1)      In the event that Mr. Wasserman arranges or provides funding
                  for the Consolidated Corporation on terms more beneficial than
                  those reflected in the Consolidated Corporation's current
                  principal financing agreements, copies of which are included
                  among the Consolidated Corporation's records available through
                  the SEC's EDGAR web site, Mr. Wasserman shall be entitled, at
                  its election, to either:

                  (A)      A fee equal to 5% of such savings, on a continuing
                           basis; or

                  (B)      If equity funding is provided through Mr. Wasserman
                           or any affiliates thereof, a discount of 5% from the
                           bid price for the subject equity securities, if they
                           are issuable as free trading securities, or, a
                           discount of 25% from the bid price for the subject
                           equity securities, if they are issuable as restricted
                           securities (as the term restricted is used for
                           purposes of SEC Rule 144); and

                  (C)      If equity funding is arranged by Mr. Wasserman and
                           the Colsolidated Corporation is not obligated to pay
                           any other source compensation in conjunction
                           therewith, other than the normal commissions charged
                           by broker dealers in securities in compliance with
                           the compensation guidelines of the NASD, then Mr.
                           Wasserman shall be entitled to a bonus in a sum equal
                           to 5% of the net proceeds of such funding.

         (2)      In the event that Mr. Wasserman generates business for the
                  Consolidated Corporation, then, on any sales resulting
                  therefrom, Mr. Wasserman shall be entitled to a commission
                  equal to 5% of the net income derived by the Consolidated
                  Corporation therefrom, on a continuing basis.

3.2      Benefits

         As an independent contractor, Mr. Wasserman will not be entitled to any
benefits generally made available to Explorations employees, unless otherwise
agreed to in writing by Explorations' board of directors.

3.3      Indemnification.

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

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                                  Article Four
                                Special Covenants

4.1      Confidentiality.

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

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

4.2      Special Remedies.

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

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

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

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


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         (ii)     The sum of One Thousand ($1,000.00) Dollars per violation,
                  which sum shall be liquidated damages, and not a penalty, for
                  the injuries suffered by Explorations as a result of such
                  violation, the Parties hereto agreeing that such liquidated
                  damages are not intended as the exclusive remedy available to
                  Explorations for any breach of the covenants and agreements
                  contained in this Article Four, prior to the issuance of such
                  injunction, the Parties recognizing that the only adequate
                  remedy to protect Explorations from the injury caused by such
                  breaches would be injunctive relief.

4.3      Cumulative Remedies.

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

4.4      Acknowledgment of Reasonableness.

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

4.5      Unauthorized Acts.

     Mr.  Wasserman  hereby  covenants and agrees that he will not do any act or
incur any obligation on behalf of Explorations or American  Internet of any kind
whatsoever,   except  as  authorized  by  its  board  of  directors  or  by  its
stockholders pursuant to duly adopted stockholder action.

4.6      Covenant not to Disparage

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



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                                  Article Five
                                  Miscellaneous

5.1      Notices.

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

                                To Mr. Wasserman:

          Adam Wasserman, 1643 Royal Grove Way, Weston, Florida 33327;
 Telephone (800) 867-0078; Facsimile (954) 384-2900; e-mail adamw@cfooncall.com


                                To Explorations:

                            Explorations Group, Inc.
               2500 North Military Trail, Suite 225-D; Boca Raton,
        Florida 33431 Telephone (561) 997-1188, Fax (561) 998-3425; and,
                        e-mail michelle@popstarzinc.com;
                      Attention: President; with a copy to

                          Vanessa H. Lindsey, Secretary
                            Explorations Group, Inc.
                1985 Southeast 20th Street, Ocala, Florida 34471
               Telephone (352) 694-6661, Fax (352) 694-1325; and,
                     e-mail, operations@yankeecompanies.com

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

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

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

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


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5.2      Amendment.

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

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

5.3      Merger.

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

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

5.4      Survival.

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

5.5      Severability.

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

5.6      Governing Law and Venue.

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

5.7      Dispute Resolution.

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

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


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         (1)               (A) First, the issue shall be submitted to mediation
                           before a mediation service in Broward County,
                           Florida, to be selected by lot from four alternatives
                           to be provided, two by Explorations and two by Mr.
                           Wasserman.

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

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

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

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

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

5.8      Benefit of Agreement.

(a)      This Agreement may not be assigned by Mr. Wasserman without the prior
         written consent of Explorations.

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

5.9      Captions.

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

5.10     Number and Gender.

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

5.11     Further Assurances.

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

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5.12     Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership,  joint venture, agency, or lessor-lessee relationship;  rather, the
relationship   established   hereby  is  that  of   independent   contractor  to
Explorations,  as the term  "independent  contractor"  is  defined by the United
States Internal Revenue Service. In conjunction  therewith,  Mr. Wasserman shall
be responsible for his own tax reporting and payment obligations, and shall have
the sole and exclusive  responsibility  and liability for making all reports and
contributions,  withholdings, payments and taxes to be collected, withheld, made
and paid  with  respect  to the  services  to be  performed  hereunder,  whether
pursuant to any social security,  unemployment insurance,  worker's compensation
law or other  federal,  state or local law now in force in  effect or  hereafter
enacted. In amplification of the foregoing, except as otherwise may be agreed by
the Parties in writing, Mr. Wasserman shall be responsible for providing his own
office facilities and supporting personnel.

5.13     Counterparts.

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

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

5.14     License.

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

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

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


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

Signed, Sealed & Delivered
         In Our Presence
                                                    Mr. Wasserman
--------------------------

--------------------------                          /s/ Adam Wasserman
                                                     Adam Wasserman


                                                    Explorations Group, Inc.,
                                                    a Delaware corporation
--------------------------

__________________________                 By:      /s/ Michelle Tucker
                                                     Michelle Tucker
                                                     President

(CORPORATE SEAL)
                                           Attest:  /s/ Vanessa H. Lindsey
                                                    Vanessa H. Lindsey
                                                    Secretary


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