Administrative Offices
The Yankee Companies, LLC.
A Florida limited liability company
                                                 Please respond to Ocala address

Leonard Miles Tucker                                       PRINCIPAL OFFICES:
Member & Chief Executive Officer                      5185 Southeast 20th Street
                                                         Ocala, Florida 34471
William A. Calvo, III, Ll.M.                            Telephone (352) 694-6661
Member                                                 Fax Number (352) 694-1325
                                                E-Mail Legal@yankeecompanies.com
Vanessa H. Lindsey
Secretary & Chief Administrative Officer             Crystal Corporate Center
                                            2500 North Military Trail, Suite 225
Kevin W. Dornan                                     Boca Raton, Florida 33431
General Counsel                                         Telephone (561) 998-2025
                                                       Fax Number (561) 998-3425
                                                E-Mail lenny@yankeecompanies.com
                                                Website  www.yankeecompanies.com




                                 April 30, 2002


Mrs. Michelle Tucker
President
Explorations Group, Inc.
2500 North Military Trail, Suite 225-D
Boca Raton, FL 33431


                            Re: Engagement Agreement

Dear Mrs. Tucker:

     The Yankee Companies, LLC, a Florida limited liability company ("Yankees"),
has   asked  me  to  provide  Explorations  Group,  Inc.  ("Explorations")  with
certain legal services.  Subject to your approval of the scope and limitation of
services,  acknowledgment of disclosures and waiver of conflicts,  and the other
terms of representation set forth in this engagement agreement, I have agreed to
provide such services.

     Scope and  Limitation  of Services:  I have enclosed a copy of the Retainer
Agreement  between Yankees and me (referred to therein as "Counsel")  dated June
18, 2001 (and as amended effective January 1, 2002).  Explorations  acknowledges
that the scope of and  limitation  of services  described  in Article Two of the
Yankees/Counsel Agreement describes and limits the services Counsel will provide
to  Explorations  under this  engagement  agreement.  Specifically  Explorations
acknowledges  that  Counsel  will  provide  Explorations  and Yankees  with dual
representation  and by virtue of Counsel's prior and primary  relationship  with
Yankees, Counsel may have to withdraw from his representation of Explorations in
the event a conflict  of  interest,  or the  appearance  thereof,  arises in the
judgment  of Counsel or if Yankees or  Explorations  asserts  such a conflict of
interest.  In the event of such a withdrawal,  Counsel may continue to represent
Yankees even in matters where Yankees and Explorations are adverse.  By entering
into this engagement  agreement,  Explorations  specifically waives the right to
disqualify Counsel from representing Yankees in any matter.

     By  entering  into this  agreement,  Explorations  also  acknowledges  that
Counsel has undertaken a duty to disclose all information  which he learns about
Explorations  (whether  confidential or not) to Yankees.  For this purpose only,
Explorations waives the attorney-client privilege.

     Either party may withdraw  from this  agreement for any reason upon two (2)
weeks'  prior  written  notice to the other party,  unless the Florida  Rules of
Professional  Conduct (the  "Florida  Rules")  require  otherwise.  In addition,
Explorations may immediately terminate this agreement "for cause" (where "cause"
shall mean the  refusal of counsel  to follow the  directions  of  Explorations'
board of directors or executive  officers unless such direction,  if followed by
counsel, would constitute a violation of the Florida Rules;  dishonesty;  theft;
or conviction of a felony).




   Diversified consulting services for the corporate and financial communities

                                    Page 111
<PAGE>


Engagement Agreement - Explorations
April 30, 2002
Page 2


     Compensation:  Counsel will be compensated for the services  provided under
this engagement agreement as follows: Under Article Three of the Yankees/Counsel
Agreement (as amended effective January 1, 2002),  Counsel is to receive $40,000
per year  (prorated  and paid  weekly)  in cash,  and $5,000 per month in stock.
Explorations's  share  of this  compensation  will be  equal  to the  percentage
equivalent of a fraction, the numerator of which shall be the number "1" and the
denominator  of which shall be the number of Yankees'  clients that have or will
have publicly  trading  securities and for which I have agreed to serve as legal
counsel under terms  comparable to those  reflected in this  agreement..  At the
present time, based on this formula,  Explorations' share will be one-half (1/2)
the  specified   compensation,   provided   further  that  until  such  time  as
Explorations'  stock is publicly trading,  Counsel shall receive 5,000 shares of
Explorations' common stock per month, par value $0.01.

     In addition to this  compensation,  Counsel will be entitled to  additional
compensation directly from Explorations as a result of the following events:

     A.   In  the  event  that   Counsel   arranges  or  provides   funding  for
          Explorations   on  terms  more  beneficial  than  those  reflected  in
          Explorations's  current principal financing agreements,  Counsel shall
          be entitled, at his election, to either:

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

          2.   If equity  funding  is  provided  through  Counsel  or any entity
               affiliated with him, a discount of 25% 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

          3.   If equity  funding is arranged  for  Explorations  by Counsel and
               Explorations   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,  Counsel shall be
               entitled  to a bonus in a sum equal to 5% of the net  proceeds of
               such funding.

     B.   In the event that Counsel generates business for Explorations, then on
          any  sales  resulting  therefrom,  Counsel  shall  be  entitled  to  a
          commission  equal  to 5% of the net  income  derived  by  Explorations
          therefrom, on a continuing basis.

     Errors and Omissions Insurance:  Counsel will maintain errors and omissions
insurance which he believes would provide  sufficient  coverage for the services
to be performed under this agreement.  Counsel cannot predict,  however, how his
insurer will respond to any particular claim.

     Further  disclosure  of  conflict of interest  and  waivers  thereof:  This
engagement  may give rise to certain  conflicts of interest  which  Counsel must
disclose in  writing.  The Rules of  Professional  Conduct of the  American  Bar
Association, Rule 3-300 provides:

     "A member shall not enter into a business transaction with
      a client, or knowingly acquire an ownership, possessory,
      security, or other pecuniary interest adverse to a client,
      unless each of the following requirements has been satisfied:

          1.   The  transaction  or the  acquisition  and its terms are fair and
               reasonable to the client and are fully  disclosed and transmitted
               in writing to the client in a manner which should reasonably have
               been understood by the client; and

          2.   The client is  advised  in  writing  that the client may seek the
               advice of an  independent  lawyer of the  client's  choice and is
               given a reasonable opportunity to seek that advice; and

          3.   The  client  thereafter  consents  in writing to the terms of the
               transaction or the terms of the acquisition."



  Diversified consulting services for the corporate and financial communities
                                    Page 112
<Page>


Engagement Agreement - Explorations
April 30, 2002
Page 3


     Explorations  acknowledges that Counsel may receive  Explorations  stock as
his fee for services  rendered  under this  agreement  and possibly for separate
services  rendered  for Yankees  solely for its  benefit.  As a  shareholder  of
Explorations, Counsel may at some time have interests which do not coincide with
those of Explorations management. By entering into this agreement,  Explorations
acknowledges that Explorations has been advised of the provisions of Rule 3-300,
that it has had the  opportunity to seek the advice of another lawyer about this
agreement,  and that in the judgment of the board of  directors of  Explorations
this agreement is fair and reasonable.

     If the foregoing is acceptable to you,  please  execute the enclosed  extra
copy of this  engagement  agreement  and return it to the office of the  General
Counsel of Yankees. The original is for your records.

                                Very truly yours,

                            The Yankee Companies, LLC


                            /s/ Kevin W. Dornan /s/
                                Kevin W. Dornan
                                General Counsel


     The  undersigned  represents  that the Board of Directors  of  Explorations
Group,  Inc. ratifies this agreement and that she has the authority of the board
to sign it.



/s/ Michelle Tucker /s/                                       Dated:   05/06/02
Michelle Tucker, President




   Diversified consulting services for the corporate and financial communities

                                    Page 113
<PAGE>