Loan Agreement


     This loan  agreement (the  "Agreement" or the "Loan  Agreement") is entered
into by and between The Yankee  Companies,  LLC.,  a Florida  limited  liability
company  ("Yankees"),  and  Explorations  Group,  Inc.,  a Delaware  corporation
("Explorations"),   (Yankees  and  Explorations   being  sometimes   hereinafter
collectively  referred to as the "Parties" and each being sometimes  hereinafter
generically referred to as a "Party").

                                    Preamble:

     WHEREAS,   Explorations  requires  significant  capital  for  miscellaneous
corporate purposes; and

     WHEREAS,  Explorations  is willing to pledge  all of its  assets,  wherever
located or whenever acquired, as security for such financing (the "Collateral");
and

     WHEREAS, subject to the following terms and conditions,  Yankees is willing
to loan  Explorations a sum of up to $100,000,  on a revolving  basis,  upon the
collateral  security of the Collateral,  subject to the terms and conditions set
forth below:

     NOW, THEREFORE, in consideration of the sum of $10, other good and valuable
consideration, the receipt of which is hereby acknowledged, and, upon the mutual
covenants and conditions contained herein, the Parties hereby agree as follows:


                                   Witnesseth:


1.   DEFINITIONS & INTERPRETATION

    (a)   Definitions:

          The following terms, whether or not initially  capitalized,  will have
          the meanings set forth below:

          (1)  Accredited  Investor  A person or entity  that  meets the  asset,
               income  or other  requirements  for  treatment  as an  accredited
               investor  specified  in  Rule  501  of  Commission  Regulation  D
               promulgated under the Securities Act

          (2)  Affiliate:

               An entity or person that  controls,  is controlled by or is under
               common control with another person.

          (3)  Explorations:

               The term for Explorations  Group,  Inc., a publicly held Delaware
               corporation and a Party to this  Agreement,  together with all of
               its subsidiaries.

          (4)  Explorations Financial Statements:

               Financial  statements,  including  all related  schedules and the
               Notes thereto,  of Explorations  included in  Exploration's  last
               report filed on Commission Form 10-KSB; the reports on Commission
               Form 10-QSB filed subsequent thereto and the financial statements
               for subsidiaries  subsequently  acquired by Explorations included
               in current  reports on Commission  Form 8-K filed since the dates
               of the  Subsequent  Quarterly  Reports (the  "Subsequent  Current
               Reports");   all  such  financial  statements  being  hereinafter
               collectively    and    generically    referred    to    as    the
               "ExplorationsFinancial Statements,"


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          (5)  Capital Stock:

               The  generic  term used for equity  securities,  whether  common,
               preferred or otherwise.

          (6)  Collateral:

               All  of  Exploration's  assets,  whenever  acquired  or  wherever
               located,  whether  real  or  personal,  tangible  or  intangible,
               current or inchoate,  including,  without limitation,  all of the
               Capital  Stock  of its  subsidiaries,  rights  under  agreements,
               notes,  financial accounts,  intellectual property rights and all
               other  things of whatever  nature which the Parties may define as
               Collateral subject to this Agreement in any future agreements.

          (7)  Commission:

               The United States Securities and Exchange Commission.

          (8)  Code:

               The Internal Revenue Code of 1986, as amended.

          (9)  Default:

               The occurrence of any of the following  events during the term of
               this Agreement or any extensions or renewals thereof:

              (A)   The  failure  of  Explorations  to pay any  amount  when due
                    hereunder  for a period of 20  business  days after  written
                    notice by Yankees to Explorations;

              (B)   The  failure  by   Explorations   to  perform  any  material
                    agreement or material  undertaking  under this  Agreement or
                    any other material  agreement or material  document given to
                    evidence or secure any of the Secured Obligations;

              (C)   The material  inaccuracy  of any  warranty,  representation,
                    covenant or agreement made by  Explorations to Yankees under
                    this  Agreement  relating  to any  related  document or this
                    Agreement, at the time when made;

              (D)   Exploration's insolvency, termination of business as a going
                    concern or inability  to pay debts  generally as they become
                    due;

              (E)   The  filing  of a  petition  or order for  relief  under the
                    bankruptcy  laws or insolvency  laws or for  reorganization,
                    composition,  adjustment,  or other relief of debtors  under
                    any law by or against  Explorations  if such petition is not
                    dismissed within 30 days;

              (F)   The making of an assignment  for the benefit of creditors by
                    Explorations   ,  or  the   appointment  of  a  receiver  or
                    liquidator for Explorations ;

              (G)   The order by a court of competent  jurisdiction  winding up,
                    or liquidation of, the affairs of Explorations ;

              (H)   The dissolution of Explorations ; or

              (I)   The   initiation   of  a  lawsuit   or   quasi-judicial   or
                    administrative   proceeding  by  any  person  or  entity  or
                    governmental  instrumentality  against  Explorations  or any
                    part of the Collateral; or

              (J)   Any event defined as a default under any of the  agreements,
                    Notes or instruments ancillary to this Agreement.

          (10) Exchange Act:

               The Securities Exchange Act of 1934, as amended.



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          (11) Exchange Act Reports:

               All reports filed by Explorations with the Commission pursuant to
               Sections 12(g), 13 and 15(d) of the Exchange Act.

          (12) GAAP:

               Generally accepted accounting principles, consistently applied.

          (13) Initial Funding Installment:

               The   aggregate   sum  already   advanced  to  or  on  behalf  of
               Explorations as of the date of this agreement.

          (14) IRS:

               The United States Internal Revenue Service.

          (15) Knowledge:

               When  used to  qualify a  representation  or  warranty,  the word
               "knowledge" or any derivations or variations thereof,  whether in
               the  form  of  a  word  or  phrase,  will  mean  knowledge  after
               reasonable inquiry by an executive officer of the legal entity on
               whose behalf the  assertion is made and will include  information
               that  such  legal  entity  should  have  had in the  exercise  of
               reasonable diligence.

          (16) Loans:

               The funds advanced by Yankees to Explorations  from time to time,
               including   all  funds   heretofore   advanced   by   Yankees  to
               Explorations , which are the objects of this Agreement.

          (17) Material:

               When  used to  qualify a  representation  or  warranty,  the word
               "material" or any derivations or variations  thereof,  whether in
               the form of a word or  phrase,  will mean a  variance  that could
               have  negatively  affected a  decision  by a  reasonably  prudent
               person  to  engage  in  the  transactions  contemplated  by  this
               Agreement,  and will be  measured  both on the  occasion in which
               such term is  referenced  as well as on an  aggregate  basis with
               other similar matters.

          (18) NASD:

               The National Association of Securities Dealers,  Inc., a Delaware
               corporation and self regulatory  organization registered with the
               Commission.

          (19) Note(s):

               The negotiable instruments in the form of promissory notes issued
               to evince the Loans, substantially in the form annexed hereto and
               made a part hereof as exhibit 1(a)(19).

          (20) Obligations:

               Yankees rights and Exploration's  duties under this Agreement and
               the ancillary instruments referred to herein, including,  without
               limitation,  the  Note(s)  to be  executed  from  time to time by
               Explorations in favor of Yankees,  as described in this Agreement
               executed  concurrently  herewith  and  incorporated  by reference
               herein,  together with all other  indebtedness of Explorations or
               its  affiliates  to  Yankees,  direct  or  indirect,  primary  or
               secondary, fixed or contingent, or otherwise due or to become due
               now existing or hereafter acquired.

          (21) OTC Bulletin Board:

               The over the counter electronic securities market operated by the
               NASD.

          (22) Secured Obligations:

               All indebtedness and other obligations of Explorations to Yankees
               under or arising out of this  Agreement,  including any currently
               outstanding  or  future  loans,  or any  extensions  or  renewals
               thereof.


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          (23) Securities Act:

               The Securities Act of 1933, as amended.

          (24) Subsequent Current Reports:

               Exploration's  reports  on  Commission  Form 8-K filed  after the
               Subsequent  Quarterly  Reports  but  prior  to the  date  of this
               Agreement.

          (25) Subsequent Quarterly  Reports:

               Exploration's reports on Commission Form 10-QSB for the quarterly
               periods  following  Exploration's  last  10-KSB  filed  with  the
               Commission.

          (26) Substantial Compliance:

               Compliance  which the Party for whose benefit or at whose request
               an act is performed,  or for whose benefit or at whose request an
               act  is  refrained  from,   could  under  the   circumstances  be
               reasonably expected to accept as full compliance.

          (27) Tax:

               For the  purposes of this  Agreement,  a "Tax" or,  collectively,
               "Taxes,"  means any and all  federal,  state,  local and  foreign
               taxes,   assessments  and  other  governmental  charges,  duties,
               impositions  and  liabilities,  including  taxes  based  upon  or
               measured  by gross  receipts,  income,  profits,  sales,  use and
               occupation,  and value added,  ad valorem,  transfer,  franchise,
               withholding,  payroll, recapture, employment, excise and property
               taxes,  together  with  all  interest,  penalties  and  additions
               imposed with respect to such  amounts and any  obligations  under
               any agreements or arrangements with any other person with respect
               to such amounts.

    (b)  Interpretation

         (1)   When a  reference  is made  in this  Agreement  to  schedules  or
               exhibits, such reference will be to a schedule or exhibit to this
               Agreement unless otherwise indicated.

         (2)   The words "include,"  "includes" and "including" when used herein
               will be deemed in each case to be followed by the words  "without
               limitation."

         (3)   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.

         (4)   All pronouns and any  variations  thereof will 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)   The  Parties  agree  that they have been  represented  by counsel
               during the  negotiation  and  execution  of this  Agreement  and,
               therefore, waive the application of any law, regulation,  holding
               or  rule  of  construction   providing  that  ambiguities  in  an
               agreement or other  document will be construed  against the party
               drafting such agreement or document.

2.   LOANS.

     Subject to the terms of this Agreement,Yankees agrees to lend Explorations,
on  the  terms  hereof,  the sum of no more than  $100,000 on a revolving  basis
(the "Loan(s)"), as follows:

    (a)   The  obligations  of  Yankees  to loan  funds  to  Explorations  shall
          commence on the date hereof and shall terminate as provided in Section
          3, at which  time all  outstanding  loans  hereunder  must be  repaid,
          together with accrued interest.

    (b)   Loans hereunder will be made in $10,000 increments, and each loan will
          be  represented  by its own  separate  negotiable  Note  and  security
          agreement.




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    (c)   Each Note shall be:

         (1)   For a term of one year;  shall bear  interest  at the  annualized
               rate of 2% over the prime rate charged  during the subject period
               by Citibank,  N.A. (New York City) to its most favored  corporate
               borrowers for unsecured  obligations having a term of one year or
               less; and shall be payable upon demand after the one year term;

         (2)   Secured by a security  interest in all of  Exploration's  assets,
               including after acquired assets,  subject only to the prior liens
               reflected  in exhibit  2.1(c)(2)  annexed  hereto and made a part
               hereof  and to the  sale of  assets  in the  ordinary  course  of
               business,   provided   that  the   proceeds  of  such  sales  are
               re-invested  in  inventory or used to pay  operating  expenses of
               Explorations  , it  being  the  intent  of the  Parties  that  no
               proceeds be used for payment of dividends or unusual compensation
               to the principals of Explorations .

    (d)   Explorations  shall be directly  responsible for payment of all taxes,
          fees and recording costs  associated  with the Loans,  the hereinafter
          described Notes, required stock transfers,  UCC-1 financing statement,
          security agreements and collateral assignments.

    (e)   This  Agreement  is  being  executed  simultaneously  with a  Security
          Agreement,  a UCC-1  financing  statement  , and a Note the  terms and
          conditions of which are all incorporated by reference herein.

3.  TERM.

    (a)   This Agreement  shall commence on the date hereof and shall  terminate
          on the  730th  day  after  its  execution,  provided  that it shall be
          automatically renewed thereafter on a continuing one year basis unless
          the Party desiring not to renew provides the other with written notice
          of  intent  not to  renew  at  least  60 days  prior to the end of the
          then-current term or renewal term.

    (b)   Notwithstanding  the  foregoing,  this agreement will terminate on the
          occurrence of the following events:

         (1)   The date of the full and complete  discharge by  Explorations  of
               all obligations to Yankees under this agreement;

         (2)   The  completion of a public  offering of  securities  yielding at
               least $2,000,000 in net proceeds by Explorations or any corporate
               entity   with   which   Explorations   becomes   subject   to   a
               reorganization under Section 168 of the Code;

         (3)   Upon the  occurrence of a Default by  Explorations  provided that
               Yankees  elects to  terminate  this  agreement  by reason of such
               default.

4.   RIGHT OF FIRST REFUSAL

    (a)   Throughout  the  term of this  Agreement  and  any  renewals  thereof,
          Yankees  shall have a right of first  refusal  to provide  any debt or
          debt-equity   hybrid  financing   required  by  Explorations  and  its
          subsidiaries (the "Right of First Refusal").

    (b)   In the event that  Explorations  has a definite  opportunity to obtain
          financing  from some  person or entity  other that  Yankees,  it shall
          reduce such offer to written form specifying each and every applicable
          term and  identifying  the person or entity  involved  (the "Notice of
          Offer") and shall provide the Notice of Offer to Yankees in the manner
          generally hereinafter provided for submission of notices.

    (c)   Within  ten  business  days  following  receipt  of a Notice of Offer,
          Yankees  shall,  by written  response  to  Explorations  in the manner
          generally hereinafter provided for submission of notices either:

          (1) Consent to the proposed funding;

          (2) Request  additional data, which  Explorations  shall  immediately
              provide; or

          (3) Agree to  provide the funding on the terms contained in the Notice
              of Offer.




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    (d)   In the event that Yankees  demands  additional  data, the ten business
          days response period shall not commence until Yankees is provided with
          the required data.

    (e)   If  Yankees  has  been  provided  with all  required  data but has not
          responded to the Notice of Offer within the ten business days response
          period,  it  shall be  presumed  that  Yankees  has  consented  to the
          funding; however, no consent to funding or presumed consent to funding
          shall  result in the  waiver of  Yankees'  Right of First  Refusal  to
          provide any future funding.

    (f)   In the  event  that the  terms  of the  proposed  funding  vary in any
          material manner from the terms described in the Notice of Offer,  then
          any consent or presumed  consent shall be deemed void and  Exploration
          swill be required to notify Yankees of such change and resubmit Notice
          of Offer to Yankees, on the revised basis, and subject to the terms in
          this Section.

5.   CONDITIONS PRECEDENT.

     The  obligation  of  Yankees  to make the  Loan  shall  be  subject  to the
following conditions:

    (a)   There shall have occurred no material  adverse  change in the business
          or the  financial  condition  of  Explorations  since  the date of the
          latest   financial   information   filed  by  Explorations   with  the
          Commission,  copies of which shall be  contemporaneously  furnished by
          Explorations to Yankees;

    (b)   All acts,  conditions  and  things  (including  the  obtaining  of any
          necessary regulatory approvals and the making of any required filings,
          recordings or  registrations)  required to be done or performed and to
          have happened precedent to the execution,  delivery and performance of
          this  Agreement  and  the  related  security  agreements,   collateral
          assignments  and  Notes  shall  have been  done and  performed  to the
          satisfaction of Yankees and its legal counsel;

    (c)   All corporate and legal  proceedings and all documents and instruments
          in connection with the authorization of this Agreement and the related
          security agreements,  collateral assignments and Notes and all related
          instruments  and  ancillary  documentation  thereto  shall  have  been
          delivered  to Yankees and its legal  counsel,  and Yankees  shall have
          received all information and copies of all other related documents and
          instruments, including records of corporate proceedings, which Yankees
          and its legal  counsel may  reasonably  have  requested in  connection
          therewith,  such documents and instruments,  where appropriate,  to be
          certified by proper corporate or governmental authorities;

    (d)   Yankees  shall  have  received  the duly  executed  originals  of this
          Agreement and the related security agreements,  collateral assignments
          and Notes and all related ancillary  documentation  thereto and copies
          or  originals  of all  other  documents,  agreements  and  instruments
          relating  to any  aspect  of  the  transactions  contemplated  hereby,
          including evidence of insurance coverage required by Yankees; and

    (e)   Yankees shall have  received,  in form and substance  satisfactory  to
          Yankees and its legal counsel, such legal opinions,  consents,  and/or
          additional  documents  relating to any of the  foregoing  which it may
          reasonably require.




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6.   MANDATORY PREPAYMENT IN THE EVENT OF LOSS;  LOAN REPAYMENT.

    (a)   Explorations shall keep all of the Collateral (as that term is defined
          herein and from time to time in documents entered into by the Parties)
          fully insured under all risk insurance policies acceptable in form and
          substance to Yankees,  such  insurance to be in an amount  adequate to
          fully replace all the Collateral in the event of its damage or loss.

    (b)   In the event that the  Collateral  shall be lost,  stolen,  destroyed,
          damaged beyond repair or rendered permanently unfit for normal use, or
          in  the  event  of  any  condemnation,   confiscation,   seizure,   or
          requisition of title to or use of the Collateral,  Explorations agrees
          to make available any insurance  proceeds for the exclusive purpose of
          replacing the Collateral.

    (c)   If,  however,  Explorations  elects  not  to  repair  or  replace  the
          Collateral  within 30 days of  Exploration's  receipt of the insurance
          proceeds,  all insurance proceeds shall be applied to a then-mandatory
          prepayment  of the  Secured  Obligations  by  paying in full an amount
          determined by:

         (1)   Obtaining a fraction,  the  numerator  of which will be the total
               number of payments  remaining  due on the Note unpaid  after such
               prepayment  is made  (including  the payment,  if any, due on the
               date on which prepayment is made) multiplied by the actual dollar
               amount of each payment due and the  denominator of which shall be
               the total number of payments  required to be paid under the Note,
               multiplied  by the actual dollar amount of each payment due under
               the Note;

         (2)   Multiplying the resultant fraction by 10%;

         (3)   Multiplying the resulting  percentage by the outstanding  balance
               due on the Note on the date of such prepayment;

         (4)   Adding the  resulting  dollar amount to the  outstanding  balance
               then due on the Note  (such  aggregate  sum being  the  mandatory
               prepayment required to be paid hereunder).

    (d)   Notwithstanding  the foregoing,  Yankees shall be named as the primary
          beneficiary on all insurance  policies  carried by Explorations  which
          directly, indirectly or incidentally cover the Collateral.

7.   PLACE OF PAYMENTS.

     Payment  of  principal,  interest  and other sums due or to become due with
respect  to the  Loan  and all  the  Secured  Obligations  are to be made at the
principal  executive  offices of Yankees,  or such other place as Yankees  shall
designate to  Explorations  in writing,  in lawful money of the United States of
America in immediately available funds.

8.  LATE PAYMENTS & OTHER CHARGES.

    (a)   If any  installment  or other amount due with respect to the repayment
          of the Loan or any portion of the Secured Obligations is not paid when
          the same  shall be due,  Exploration  swill pay  interest  on any such
          overdue  amount at the highest  rate  permitted  by law until the date
          such amount is paid.





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    (b)   Explorations  shall pay or cause to be paid,  in addition to all other
          amounts payable hereunder:

          (1)  Premiums for insurance required to be obtained in connection with
               the Loan and the Collateral;

          (2)  Fees paid for filing  documents in public  offices in  connection
               with the Loan and the transactions contemplated hereby; and

          (3)  Actual expenditures,  including  reasonable  attorney's fees, for
               proceedings  to collect  the Secured  Obligations  or to enforce,
               preserve  and  protect  the  Collateral  (as such term is defined
               herein) and the rights and interest of Yankees therein.

9.  ASSIGNMENT, GRANT OF SECURITY INTEREST & LIMITED SUBORDINATION.

    (a)   As  collateral  security  for the payment of the Secured  Obligations,
          Explorations  , for the benefit and  enforcement of its payment of the
          Secured Obligations,  hereby sells, assigns, and transfers to Yankees,
          its successors and assigns,  and grants to Yankees, a continuing first
          priority  security  interest  in and to all of its  present and future
          right,  title and  interest in and to all of its  securities  in other
          corporations (including subsidiaries),  assets,  receivables,  chattel
          paper  and all cash  and  non-cash  proceeds  (including  proceeds  of
          insurance),  subject  only to the prior  liens  reflected  in  exhibit
          2.1(c)(2).

    (b)   (1)  Subject to cancellation  for any future  financing upon provision
               of written  notice to such effect by Yankees,  Yankees hereby and
               herewith  subordinates  the obligation to receive  payments under
               the Notes to any  institutional  lender  where such  financing is
               required  by  Explorations   for  the  development  of  corporate
               property,  provided  such  property is  increased  in value by an
               amount  equal to or greater  than the amount of the  subordinated
               loan and that  Yankees'  legal counsel has ratified all documents
               and   instruments   pertaining  to  such   financing,   including
               associated   mortgages,   collateral   assignments  and  security
               instruments.

          (2)  Notwithstanding   the   security   interests   held  by  Yankees,
               Explorations  shall be permitted to make purchases and sales, and
               to pay operating expenses,  as incurred in the ordinary course of
               business,  provided,  however,  that  until  all  obligations  to
               Yankees  have  been   completely   discharged  by  full  payment,
               Explorations  shall make no  distributions  to  stockholders,  or
               repay  any   obligations  to   stockholders   except  normal  and
               reasonable   salaries   for   services   in  fact   rendered   to
               Explorations(it  being  understood  that the term  "stockholders"
               applies  to  the   stockholders  of   Explorations   and  to  the
               stockholders  of  any  corporate  entity  that  may  subsequently
               acquire Explorations ).

    (c)   Notwithstanding the foregoing:

          (1)  Yankees'  agreement to subordinate  its rights under its Loans to
               Explorations  shall not apply to the first  lien on any  property
               other  than that  directly  benefitted  by such  acquisition  and
               development financing and, in no event, shall Yankees' first lien
               on  all  of  the  authorized   capital  stock  of   Exploration's
               subsidiaries  be  subordinated  to  any  other  entity,   whether
               private, public or governmental.

          (2)  No  subordination  permitted  pursuant to this  Section  shall be
               effective  until  Yankees  has been  provided  with copies of all
               documentation   pertaining   to  the   subject   acquisition   or
               development  financing  and Yankees'  legal counsel has agreed to
               the  form  and  substance  thereof,  which  agreement  may not be
               unreasonably withheld.




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10.  RIGHTS AND POWERS WITH RESPECT TO THE COLLATERAL.

     Explorations  hereby  authorizes  Yankees  to do every act and thing in the
name of Explorations or Yankees or otherwise which Yankees may deem advisable to
enforce  effectively  its  rights and  interest  in and to the  Collateral,  and
Explorations   hereby   irrevocably   appoints  Yankees,   with  full  power  of
substitution and delegation, as its true and lawful attorney-in-fact,  with full
right to demand, enforce,  collect,  receive,  receipt and give releases for any
funds due or to become due under or arising  out of or with  respect  to, any of
the  Collateral  and to  endorse  all  deeds,  notes,  receipts,  checks,  stock
certificates  and other  instruments,  and to do and take all such other actions
relating  to any of  the  Collateral,  to  file  any  claims  or  institute  any
proceedings  with respect to any of the foregoing  which Yankees deems necessary
or advisable and to compromise any such demand, claim or action.

11.  ASSIGNMENTS, ENCUMBRANCES, TRANSFERS.

    (a)   Exploration swill not, without the prior consent of Yankees, assign or
          transfer  any of its rights or delegate  any of its  obligations  with
          respect to this  Agreement  or sell,  dispose or  otherwise  grant any
          interest in or to any of the Collateral,  incur or suffer to exist any
          lien, charge, mortgage,  security interest or encumbrances upon any of
          the Collateral, except the lien of Yankees created by this Agreement.

    (b)   In the event of any  conveyance,  foreclosure or other  disposition of
          the Collateral  without Yankees's  consent,  then the entire principal
          balance,  together with all accrued  interest shall be immediately due
          and payable.

12.  ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES.

     Explorations acknowledges, represents and warrants that:

    (a)   As of the date of this Agreement, Explorations is not insolvent within
          the meaning of applicable  state and federal laws dealing with debtors
          and creditors, including the Federal Bankruptcy Code;

    (b)   Explorations  is a Delaware  corporation  duly  organized  and validly
          existing in good standing under the laws of the State of Delaware,  is
          qualified  to engage  in  business  in all  jurisdictions  where  such
          qualification  is required,  and has full power and authority to enter
          into this  Agreement and to consummate the  transactions  contemplated
          hereby ;

    (c)   This  Agreement  and  the  related  security  agreements,   collateral
          assignments and Notes provided for herein have been duly authorized by
          all necessary  corporate  action and constitute  the legal,  valid and
          binding  obligations of  Explorations  enforceable in accordance  with
          their respective terms;

    (d)   The making and  performance by  Explorations of this Agreement and the
          related security  agreements,  collateral  assignments,  Notes and any
          related documents and the transactions contemplated hereby and thereby
          do not contravene any provisions of law applicable to Explorations and
          do not  conflict  or are not  inconsistent  with,  and will not result
          (with or  without  the  giving  of  notice  or both) in a breach of or
          constitute  a default or require any consent  under,  or result in the
          creation  of any  lien,  charge  or  encumbrance  upon the  Collateral
          pursuant to the terms of any credit  agreement,  indenture,  mortgage,
          purchase agreement, deed of trust, security agreement, lease guarantee
          or  other  instrument  to  which  Explorations  is a party or by which
          Explorations or its assets may be bound or to which its properties may
          be subject;




                                 Loan Agreement - 9

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    (e)   All sales, use, property or other taxes, licenses,  tolls,  inspection
          or other fees,  bonds,  permits or  certificates  which were or may be
          required to be paid or obtained in connection  with the acquisition or
          ownership by  Explorations  of the Collateral  will have been, or when
          due will be, paid in full or obtained;

    (f)   Explorations  has good,  valid and marketable  title to the Collateral
          free and  clear of all  liens,  claims  and  encumbrances,  except  as
          specifically disclosed in exhibit 2.1(c)(2), if any;

    (g)   Concurrently  with or  prior to the  time  the  initial  Loan is made,
          Yankees  will have a  perfected  continuing  first  priority  security
          interest  in  and  to  all  the  Collateral,  except  as  specifically
          disclosed in exhibit 2.1(c)(2), if any; and

    (h)   Explorations  has not entered  into any  understanding  or  agreement,
          (oral or in writing) relating to the transactions contemplated herein,
          or any other transactions contemplated or permitted by this Agreement,
          with any  person or entity  which  understanding,  agreement  or other
          writing would, in the reasonable  determination of Yankees, affect the
          Collateral in any manner  whatsoever or any of the rights or interests
          of Yankees with respect thereto.

13.  DEFAULT;  REMEDIES.

    (a)   If a Default occurs under this  Agreement,  Yankees may accelerate the
          full  amount of the  then-outstanding  Secured  Obligations  (in which
          event  such  amount  will  become   immediately  due  and  payable  by
          Explorations ) without presentment, demand, protest or other notice of
          any kind, all of which are hereby expressly  waived,  and, if not paid
          in full within 10 business  days  thereafter,  Yankees  shall,  at its
          election,  become vested with the  Collateral in fee simple  absolute,
          without further action or legal recourse,  this Section being deemed a
          full warranty bill of sale absolute with reference to the Collateral.

    (b)   In the event  that for any  reason  Yankees  is not in  possession  or
          control of any of the  Collateral,  or  disclaims  its right to assume
          ownership  thereof  because  of public  policies  or  otherwise,  then
          Yankees may pursue all of the rights and remedies  with respect to the
          Collateral  accruing to Yankees  hereunder or by operation of law as a
          secured creditor under the Uniform Commercial Code or other applicable
          law and all such  available  rights and  remedies,  to the full extent
          permitted by the law, shall be cumulative and not exclusive.

14.  APPLICATION OF PROCEEDS.

     In the event that Yankees is unable or unwilling to take  possession of all
the  Collateral  in the  event of a  Default,  then,  upon  enforcement  of this
Agreement,  all funds  received  upon the  foreclosure  and  liquidation  of the
Collateral shall be applied by Yankees in the following order:

    (a)   To the payment of all costs, expenses, liabilities and compensation of
          Yankees  (including fees and expenses of its agents and legal counsel)
          incurred  or  accrued  in  connection  with any  action or  proceeding
          brought by  Yankees or in  connection  with the  maintenance,  sale or
          other disposition of the Collateral or any portion thereof;

    (b)    To the payments of all interest then due and payable on the Loans;




                                 Loan Agreement - 10

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    (c)   To the payments of all principal then due and payable on the Loans;

    (d)   To the payment of all other obligations to Yankees;

    (e)   To the payment of all other Secured Obligations;

    (f)   To the payment of any surplus then remaining to  Explorations or other
          persons legally entitled thereto.




15.  RECEIPT OF FUNDS BY EXPLORATIONS .

     Notwithstanding  the  granting  to  Yankees  of a first  priority  security
interest in and to the Collateral, if, at any time while the Secured Obligations
remain  unsatisfied,  Explorations  shall receive any amount  representing funds
due,  or  proceeds  of,  any of the  Collateral,  such  sums  shall  be  held by
Explorations in trust for Yankees and shall be immediately  paid by Explorations
to Yankees in the form so  received,  together  with any  necessary  endorsement
thereon.

16.  FURTHER ASSURANCES.

     Explorations  agrees to  execute  and  deliver to  Yankees,  or cause to be
executed and delivered to Yankees, such further instruments and documents as may
be reasonably  requested by Yankees to carry out fully the intent and accomplish
the  purposes of this  Agreement,  and the  transactions  referred to herein and
therein,  and to protect and maintain the first  priority  security  interest of
Yankees in and to the  Collateral or the immediate  conveyance of the Collateral
to Yankees in the event of a default hereunder.

17.  FINANCIALS.

     Explorations hereby represents,  warrants, and covenants to Yankees that it
will cause to be  delivered  to Yankees (a) as soon as  practicable,  but in any
event within 90 days after the end of each fiscal year,  statements  of earnings
and retained  earnings and changes in its financial  position for such year, and
its balance sheet at the end to such fiscal year,  setting forth in each case in
comparative form the corresponding  figures of the previous annual audit, all in
reasonable  detail and certified by, and  accompanied by a report or opinion of,
independent  certified public accountants of recognized  standing  acceptable to
Yankees,  and (b)  within 45 days  after  the end of each  fiscal  quarter,  its
statements of earnings and retained  earnings and changes in financial  position
for  such  fiscal  quarter,  and its  balance  sheet  at the end of such  fiscal
quarter,  setting  forth in each  case in  comparative  form  the  corresponding
figures of the previous  quarterly audit, all in reasonable  detail and prepared
in  accordance  with  generally  accepted  accounting  principles,  consistently
applied, and certified by Exploration's Chief Financial Officer.

18.  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,  any
          proceedings  pertaining  directly  or  indirectly  to  the  rights  or
          obligations  of the  Parties  hereunder  will,  to the extent  legally
          permitted,  be held in Broward  County,  Florida,  and the  prevailing
          Party will be entitled to recover  its costs and  expenses,  including
          reasonable  attorneys'  fees  up to and  including  all  negotiations,
          trials  and  appeals,  whether  or  not  any  formal  proceedings  are
          initiated.




                                 Loan Agreement - 11

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

          (1)  (A)  First,  the issue  will be  submitted  to  mediation  before
                    Mediation,  Inc.,  a  mediation  service in Broward  County,
                    Florida, or any other such service as designated by Yankees,
                    with  the   mediator   to  be  selected  by  lot  from  four
                    alternatives to be provided,  two by Explorations and two by
                    Yankees.

               (B)  The mediation  efforts will be concluded within ten business
                    days after their initiation  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 will submit
               the dispute to binding  arbitration before an arbitration service
               located in Broward  County,  Florida,  with the  arbitrator to be
               selected by lot, from four  alternatives  to be provided,  two by
               Explorations and two by Yankees.

          (3)  (A)  Expenses of mediation  will be borne equally by the Parties,
                    if successful.

               (B)  Expenses of mediation,  if  unsuccessful  and of arbitration
                    will 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  will be  borne  equally  by the
                    Parties involved.

    (c)   Jurisdiction.

          (1)  Explorations  irrevocably  consents  to  service  of any  summons
               and/or legal process by registered or certified United States air
               mail,  postage prepaid,  to Explorations at the address set forth
               below in Section 19(b), such method of service to constitute,  in
               every respect, sufficient and effective service of process in any
               such legal action or proceeding.

          (2)  Nothing in this  Agreement  shall  affect the right to service of
               process in any other  manner  permitted by law or limit the right
               of Yankees to bring  actions,  suits or proceedings in the courts
               of any other jurisdiction.

          (3)  Explorations further agrees that final judgment against it in any
               such legal action, suit or proceeding shall be conclusive and may
               be  enforced  in any other  jurisdiction,  within or outside  the
               United States of America, by suit on the judgment, a certified or
               exemplified  copy of which  shall be  conclusive  evidence of the
               fact and the amount of Exploration's liability.

19.  MISCELLANEOUS.

    (a)   No Waiver; Cumulative Remedies.

          (1)  No  failure or delay on the part of  Yankees  in  exercising  any
               right,  power or privilege  hereunder  shall  operate as a waiver
               thereof,  nor shall any single or partial  exercise of any right,
               power or privilege  hereunder or thereunder preclude any other or
               further  exercise  thereof or the  exercise  of any other  right,
               power or privilege.

          (2)  No right or remedy in this  Agreement is intended to be exclusive
               but each shall be cumulative and in addition to any given Yankees
               at law or in equity;  and the  exercise  by Yankees of any one or
               more of such  remedies  shall not  preclude the  simultaneous  or
               later exercise by Yankees of any or all such other remedies.



                                 Loan Agreement - 12
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<PAGE>





          (3)  No  express  or  implied  waiver  by  Yankees  of any  future  or
               subsequent  Default  shall  separate  as a  waiver  of any  other
               provision of this agreement.

          (4)  To the extent  permitted by law,  Explorations  waives any rights
               now or hereafter conferred by statute or otherwise which limit or
               modify any of Yankees's rights or remedies under this Agreement.

    (b)   Notices.

          (1)  All  notices,  requests and demands to or upon any Party shall be
               deemed  to have been duly  given or made  when  deposited  in the
               United  States mail,  first class postage  prepaid,  addressed to
               such Party at such  address  as may be  hereafter  designated  in
               writing by such Party to the other Party hereto.

          (2)  Notices will initially be addressed as follows:

               (A)      To Explorations :

                            Explorations Group, Inc.
                            Crystal Corporate Center;
                     2500 North Military Trail, Suite 225-D;
                           Boca Raton, Florida 33431
                      Attention: Michelle Tucker, President
               Telephone (561) 997-1188, Fax (561) 998-4635; and,
                            e-mail bestzmom@aol.com.

               (B)      To Yankees:

                           The Yankee Companies, LLC.
                            Crystal Corporate Center;
                      2500 North Military Trail, Suite 225;
                           Boca Raton, Florida 33431
                   Attention: Leonard Miles Tucker, President
               Telephone (561) 998-2025, Fax (561) 998-3425; and,
                       e-mail lenny@yankeecompanies.com;



          (3)  At the  request of any Party,  notice  will also be  provided  by
               overnight delivery,  facsimile  transmission or e-mail,  provided
               that a transmission receipt is retained.

          (4)  (A)  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.

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

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




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<PAGE>



               (D)  This Agreement shall not be construed more strictly  against
                    Yankees nor will it be  interpreted  in any manner  based on
                    the fact that it was authored by Yankees.

    (c)   Payment of Expenses and Taxes; Performance by Yankees of Exploration's
          Obligations.

          (1)  Explorations agrees, whether or not the transactions contemplated
               by this Agreement shall be consummated, to pay

               (A)  All costs and  expenses  of Yankees in  connection  with the
                    negotiation,  preparation,  execution  and  delivery of this
                    Agreement, and the other documents relating hereto;

               (B)  All fees and taxes in connection  with the recording of this
                    Agreement  or any  other  document  or  instrument  required
                    hereby; and

               (C)  All costs and  expenses  of Yankees in  connection  with the
                    enforcement of this  Agreement  including all legal fees and
                    disbursements arising in connection therewith.

          (2)  Explorations  agrees to pay,  and to  indemnify  and hold Yankees
               harmless  from any delay in paying all taxes,  including  without
               limitation,  sales, use, stamp and personal property taxes (other
               than any corporate  income,  capital,  franchise or similar taxes
               payable by Yankees with  respect to the payments  made to Yankees
               hereunder   or   thereunder)   and  all  license,   filing,   and
               registration  fees and  assessments  and other  charges,  if any,
               which may be payable in connection  with the execution,  delivery
               and performance of this Agreement, or any modification thereof.

          (3)  If  Explorations  fails  to  perform  or  comply  with any of its
               agreements  contained  herein and Yankees shall itself perform or
               comply, or otherwise cause  performance or compliance,  with such
               agreement,  the expenses of Yankees  incurred in connection  with
               such performance or compliance, together with interest thereon at
               the  rate   provided  for  in  the  Notes  shall  be  payable  by
               Explorations  to Yankees on demand and until such  payment  shall
               constitute part of the Secured Obligations secured hereby.

    (d)   Survival of Representations and Warranties.

          All  representations  and  warranties  made in this  Agreement and any
          documents  delivered  pursuant  hereto shall survive the execution and
          delivery of this Agreement and the making of the Loans hereunder.

    (e)   Amendments.

          Neither this Agreement,  nor any instruments  related thereto,  may be
          changed,  waived,  discharged  or  terminated  orally,  but only by an
          instrument in writing signed by the Party against whom  enforcement of
          a change, waiver, discharge or termination is sought.

    (f)   Counterparts & Facsimile Execution.

         (1)   This  Agreement  may be  executed by the Parties on any number of
               separate  counterparts,  each  of  which  when  so  executed  and
               delivered shall be an original,  but all such counterparts  shall
               together constitute but one and the same instrument.

         (2)   Execution  by original  signature  on a document  delivered  to a
               Party  through  facsimile   transmission  shall  be  deemed  full
               execution   for  all   purposes  by  the  Party   executing   and
               transmitting such document.



                                 Loan Agreement - 14

                                    Page 130

<Page>


    (g)   Headings.

          The headings of the Sections and Paragraphs are for convenience  only,
          are not part of this  Agreement  and shall not be deemed to affect the
          meaning or construction of any of the provisions hereof.

    (h)   Successors or Assigns.

          This  Agreement  shall be  binding  upon and inure to the  benefit  of
          Explorations and Yankees and their respective  successors and assigns,
          except  that  Explorations  may not assign or  transfer  its rights or
          obligations hereunder or any interest herein without the prior written
          consent of Yankees.

    (i)   Governing Law

          This Agreement  shall be governed by, and construed and interpreted in
          accordance  with the laws of State of  Delaware,  other than its rules
          pertaining to conflicts of laws.

    (j)   Severability & Reconstruction.

         (1)   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 affected
               thereby.

         (2)   In  the  event  any  provision  in  this   Agreement  or  related
               instruments  is found to be  unenforceable,  the  Parties  hereby
               request that the Court interpreting such provision restructure it
               in the manner consistent with applicable law most closely meeting
               the intent of the Parties, as reflected hereby.

     (k)  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, or the  context may require.

(l)      License.

         (1)   This Agreement is the property of Yankees.

         (2)   The use hereof by the Parties is  authorized  solely for purposes
               of this transaction,  and the use of this form of agreement or of
               any derivation thereof without Yankees's prior written permission
               is prohibited.


         In Witness Whereof, the Parties have caused this Agreement to be
executed on their behalf by their duly authorized representatives as of the day
last set forth below.

Signed, Sealed and Delivered
         In Our Presence
                                                    Explorations Group, Inc.
/s/ Nancy Molinari /s/

/s/ Marc Frankel /s/                        By:   /s/ Michelle Tucker /s/
                                                      Michelle Tucker, President
Dated:   April 9, 2002

[Corporate Seal]                        Attest: /s/VanessaH. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary



                                 Loan Agreement - 15
                                    Page 131
<Page>




STATE OF FLORIDA           }
COUNTY OF PALM BEACH       } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 9thth day of April, 2002, Michelle Tucker and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  Explorations  Group,  Inc.,  a  Delaware
corporation  ("Explorations "), and that pursuant to authority duly delegated by
its board of  directors,  they  executed  the  foregoing  Agreement on behalf of
Explorations  ,  effective  as of the  date set  forth  therein.  My  commission
expires: 04/26/04

         [NOTARIAL SEAL]
                                                  /s/ Charles J. Scimeca /s/
                                                         Notary Public



                                                   The Yankee Companies, LLC.
/s/ Nancy Molinari /s/

/s/ Marc Frankel /s/                By:      /s/ Leonard Miles Tucker /s/
                                                 Leonard Miles Tucker, President

Dated: April 9, 2002
                                [Corporate Seal]

                                        Attest: /s/VanessaH. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary
STATE OF FLORIDA           }
COUNTY OF PALM BEACH       } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 9thth day of April, 2002, Leonard Miles Tucker,  known to me who,
being duly sworn, did state that he is the duly elected and serving president of
The Yankee Companies, LLC., a Florida limited liability company ("Yankees"), and
that pursuant to authority duly delegated by its board of directors, he executed
the foregoing Agreement on behalf of Yankees, effective as of the date set forth
therein. My commission expires: 04/26/04

    [NOTARIAL SEAL]                                /s/ Charles J. Scimeca /s/
                                                          Notary Public



STATE OF FLORIDA     }
COUNTY OF MARION     } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 9th day of April,  2002,  Vanessa  H.  Lindsey,  known to me who,
being duly sworn,  did state that she is the duly elected and serving  secretary
of The Yankee Companies,  LLC., a Florida limited liability company ("Yankees"),
and that pursuant to authority  duly  delegated by its board of  directors,  she
executed the foregoing Agreement on behalf of Yankees,  effective as of the date
set forth therein. My commission expires: 06/07/04

         [NOTARIAL SEAL]
                                            /s/ Sally Ann Stroberg /s/
                                                   Notary Public



                                 Loan Agreement - 16

                                    Page 132

<PAGE>



                               Security Agreement

     THIS SECURITY  AGREEMENT (the  "Agreement")  is entered into by and between
The Yankee Companies, LLC., a Florida limited liability company ("Yankees"), and
Explorations Group, Inc. , a Delaware corporation  ("Explorations "; Yankees and
Explorations  being  sometimes  hereinafter  collectively  referred  to  as  the
"Parties"  and each being  sometimes  hereinafter  generically  referred to as a
"Party").

                                   Witnesseth

     In consideration of the sum of TEN DOLLARS  ($10.00),  the premises herein,
and other good and valuable consideration given by Yankees to Explorations , and
for other value received by Explorations ; the Parties,  intending to be legally
bound, hereby agree as follows:

1.      DEFINITIONS:

     The definitions and rules of  interpretation  contained in Section 1 of the
loan  agreement  executed  by  the  Parties  concurrently  herewith  (the  "Loan
Agreement") are hereby incorporated by reference.

2.      ASSIGNMENT OF COLLATERAL:

     (a)  As  security  for the  payment  of the  Obligations  and all Loans and
          advances  heretofore made, made concurrently with the execution of the
          Loan  Agreement or made in the future by Yankees to  Explorations  and
          for  all   Exploration's   liabilities   to  Yankees,   including  any
          extensions,  renewals or changes in form of any thereof,  Explorations
          hereby  assigns to Yankees  and grants to Yankees a security  interest
          under the Uniform Commercial Code in the Collateral.

     (b)  The Collateral shall be deemed to have been  constructively  delivered
          by Explorations  to Yankees  immediately  following  execution of this
          Agreement  and  shall  be  deemed  to  remain  in  the  possession  of
          Explorations , as trustee for Yankees,  for so long as any obligations
          of  Explorations  to Yankees remain  unfulfilled;  provided,  however,
          that, if Explorations  defaults in its obligations to Yankees, then at
          Yankees' sole option and without any required  further action or legal
          process by Yankees,  all of the  Collateral  shall become the sole and
          exclusive  property  of  Yankees,  this  Section  being  deemed a full
          warranty  bill of  sale,  deed  and  securities  power  for all of the
          Collateral.

3.      RESTRAINT:

     So long as any Liability to Yankees is outstanding,  Explorations  will not
without prior written  consent of Yankees borrow from anyone on the security of,
or pledge, or grant any security interest in, any Collateral, or permit any lien
or  encumbrance  to  attach  to any of the  foregoing,  or any  levy  to be made
thereon, or any financing statement to be on file with respect thereto.

4.      OFFICE:

     (a)  Explorations  represents  that its  principal  place of business is at
          Crystal Corporate Center; 2500 North Military Trail, Suite 225-D; Boca
          Raton, Florida 33431.

     (b)  Explorations will immediately advise Yankees in writing of the opening
          of any new place of business or the closing of its existing  places of
          business,  and of any  changes in the  location of the place where any
          new  Collateral  not in the  possession  of  Yankees  is kept or where
          Exploration's records concerning the Collateral are kept.



                               Security Agreement - 1

                                    Page 133
<Page>



5.      DOCUMENTS:

          Explorations will promptly:

     (a)  Join with Yankees in executing a financing  statement and pay the cost
          of filing the same in any public office deemed advisable by Yankees;

     (b)  Execute and deliver to Yankees upon demand such additional  assurances
          and instruments as may be required by Yankees to maintain the security
          of  Yankees  in  good  standing  and  effectuate  the  intent  of this
          Agreement,  including additional security agreements on a Loan by Loan
          basis; and

     (c)  In the event of Default  either of the terms hereof,  or as enumerated
          in the Loan Agreement or in the Notes,  execute all such documents and
          do all such acts necessary to have the Collateral transferred into the
          name of Yankees as Yankees shall request.

6.      INDEMNIFICATION:

     Explorations  hereby  indemnifies and holds harmless  Yankees for all loss,
cost,  expense  or  damage  resulting  from  Exploration's  Default  under  this
Agreement.

7.      INSURANCE:

     (a)  In accordance with Section 6 of the Loan Agreement, Explorations shall
          keep all  Collateral  insured  under  policies of  all-risk  insurance
          (which shall include fire,  extended  coverage and  vandalism)  placed
          with companies and agents approved by Yankees and such insurance shall
          be carried in amounts which Yankees deems  sufficient for its complete
          protection, but in no event less than the greater of (i) the aggregate
          principal sum of the  Liabilities  or (ii) the  aggregate  replacement
          value of the Collateral.

     (b)  (1)  The premiums for all such insurance shall be paid by Explorations
               not later than fifteen (15) days before the same are due.

          (2)  The  original  certificates  of such policy or policies  shall be
               delivered  to and held by  Yankees  and shall be made  payable to
               Yankees. In the event any sum of money becomes payable under such
               policy or policies,  Yankees shall have the option to receive and
               apply the same on  account  of the  indebtedness  hereby  secured
               against  payments  of  principal  in the  inverse  order of their
               maturity, or to permit Explorations to receive and use it, or any
               part thereof,  for other  purposes,  without  thereby  waiving or
               impairing  any equity,  lien or right under and by virtue of this
               Agreement.

          (3)  The  placing of such  insurance  and the paying of the premium of
               such  insurance,  or any part  thereof,  by Yankees  shall not be
               deemed to waive or affect any right of Yankees hereunder.



                               Security Agreement - 2

                                    Page 134


<PAGE>



     (c)  (1)  If  Yankees  acquires  title  to  the  Collateral,  any  unearned
               premiums on any hazard insurance covering the Collateral and held
               by Yankees are hereby assigned to and shall belong to Yankees.

          (2)  If at any time during the term of this  Agreement  any  insurance
               policies shall be canceled and returned premiums become available
               (excluding return of premium in whole on or before such time as a
               new fully paid insurance  policy is issued in accordance with the
               terms of this Agreement), these returned premiums shall belong to
               Yankees and, at the option of Yankees, may be credited by Yankees
               against the Liabilities secured hereunder.

     (d)  Any  rights of Yankees to any  insurance  proceeds  shall in no way be
          affected  or  impaired  by reason of the fact  that  Yankees  may have
          exercised  any remedy  available  to Yankees.  In the event any losses
          shall be payable on any insurance  policies  covering the  Collateral,
          Explorations  and all  successors  in  title  and all  persons  now or
          hereafter  holding  inferior  liens on such damaged  and/or  destroyed
          property hereby appoint Yankees agent and  attorney-in-fact to endorse
          such proceeds,  checks(s) or drafts(s) for the purpose,  at the option
          of Yankees, of applying them against the Liabilities.

8.      COVENANTS:

         Explorations covenants and agrees that it shall:

     (a)  (1)  Receive as the sole  property  of Yankees and hold as trustee for
               Yankees all funds,  checks,  notes,  drafts,  and other  property
               ("Items of Payment")  representing the proceeds of any Collateral
               in which  Yankees  has a security  interest,  which come into the
               possession of Explorations;

          (2)  Deposit all such items of payment  immediately  in the exact form
               received  in a special  account of  Explorations  in a  federally
               insured,  state  or  federal  savings  and  loan  association  or
               commercial bank ("Bank") entitled "Cash Collateral Account"; and

          (3)  Execute such documents and do such acts as Yankees may require to
               insure that Yankees shall have a perfected  security  interest in
               such  Cash  Collateral   Account  to   additionally   secure  all
               Explorations's Liabilities;  provided, however, that Explorations
               shall  have  the  right  to use  all  or a  portion  of the  Cash
               Collateral  Account to purchase new  Collateral  of like kind and
               quality free and clear of all liens;

     (b)  Furnish a landlord's waiver of lien where  Explorations is a tenant in
          possession of leased  premises,  in form acceptable to Yankees wherein
          landlord  waives its lien for rent and all claims and demands of every
          kind against Exploration's  Collateral and authorizes Yankees to enter
          upon the leased  premises for the purpose of enabling  Yankees to take
          possession of Explorations's Collateral, pursuant to the terms of this
          Agreement;

     (c)  (1)  Make  all  payments  of  taxes,  including  but  not  limited  to
               assessments, levies, liabilities, obligations and encumbrances of
               every nature upon the Collateral before same become delinquent;

          (2)  Explorations  shall deliver to Yankees  receipts  evidencing  the
               payment  of  said  taxes,   assessments,   levies,   liabilities,
               obligations,  and encumbrances immediately on the payment thereof
               as required in this Section.

          (3)  In default thereof,  Yankees may at any time pay the same without
               waiving or affecting  any rights  hereunder  and every payment so
               made shall bear  interest  from the date  thereof at the  highest
               rate permitted by law;


                               Security Agreement - 3

                                    Page 135

<PAGE>



     (d)  Pay on demand  any cost,  charge  and  expense,  including  reasonable
          attorneys'  fees through all trial and appellate  levels,  incurred or
          paid at any time by Yankees arising out of the failure of Explorations
          to  perform   timely  and  comply   with  and  abide  by  any  of  the
          stipulations,  agreements,  conditions  and covenants of the Agreement
          and every such payment  after the same becomes due shall bear interest
          from date at the highest rate permitted by law;

     (e)  Keep  adequate  records  and  books  of  account  in  accordance  with
          generally accepted accounting principles with respect to Exploration's
          business and permit Yankees, its agents,  accountants and attorneys to
          visit and inspect the  Collateral and examine its records and books of
          account  and to  discuss  its  affairs,  finances  and  accounts  with
          Yankees, at such reasonable times during normal business hours, as may
          be requested by Yankees upon twenty-four (24) hours notice;

     (f)  Keep the Collateral in good repair and operating order.

9.      NO EXEMPTION:

     Explorations  hereby  declares  that  the  Collateral  forms no part of any
property  owned,  used or claimed by  Explorations  as exempted from forced sale
under the laws of any state,  and disclaims,  waives and renounces all and every
claim to exemption under any homestead exemption.

10.     CONVEYANCE:

     (a)  The sale, lease, transfer or other conveyance of the Collateral or any
          part  thereof to another  party or parties  without the prior  written
          consent of Yankees shall,  at Yankees's  option,  constitute a Default
          under this Agreement.  No Collateral  shall be removed,  demolished or
          substantially altered, nor shall any Collateral be removed without the
          prior written consent of Yankees.

     (b)  In  the  event  that  Explorations  is in  possession  of  any  of the
          Collateral,  for  whatever  purpose  or  reason,  upon the  failure of
          Explorations  to keep such  Collateral  in good  condition  or repair,
          Yankees  may at its  option,  make  such  repairs,  and any such  sums
          expended  by Yankees  shall be  immediately  due and payable and shall
          bear interest  from the date thereof at the highest rate  permitted by
          law.

11.     ENCUMBRANCES:

     The  encumbrance  of the  Collateral  in  any  manner,  including,  without
limitation,  the obtaining by  Explorations  or its successors or assigns of any
additional  financing  secured by any part of the Collateral,  without the prior
written consent of Yankees (which consent shall be either granted or withheld in
Yankees's sole and unfettered  discretion) shall constitute a Default under this
Agreement.

12.     LAWFUL PURPOSE:

     To  the  extent  that  it  is in  possession  of  any  of  the  Collateral,
Explorations  shall not use the  Collateral or allow the same to be used for any
unlawful  purpose or in violation of any law,  ordinance  or  regulation  now or
hereafter covering or affecting the use thereof.


                               Security Agreement - 4

                                    Page 136

<PAGE>



13.     DEFAULT:

     The default  provisions of the Loan  Agreement,  the Notes and of the other
agreements  pertaining to this  transaction  executed  concurrently  herewith or
hereafter  pursuant  to the  terms  of the Loan  Agreement  are  hereby,  herein
incorporated by reference.

14.     OTHER ACTIONS:

     (a)  In the event  Explorations  fails to pay any  charges  or  obligations
          required to be paid or perform any acts  required to be  performed  by
          Explorations  hereunder  within the time set forth for such payment or
          performance,  Yankees  shall  have the  right to pay  such  charge  or
          obligation  and perform  such act  without  waiving or  affecting  the
          option of Yankees to consider this Agreement in Default.

     (b)  All funds advanced by Yankees pursuant to this Section shall be deemed
          additional  funds owed by  Explorations  to Yankees,  shall be payable
          with  interest  from the date of advance  thereof at the highest  rate
          permitted by law, upon demand of Yankees  thereof and shall be secured
          by the lien of this Agreement.

     (c)  If any action or proceeding  shall be commenced by any person to which
          action or  proceeding  Yankees  is made a party,  or in which it shall
          become  necessary to defend or uphold the lien of this Agreement,  all
          sums  paid  by  Yankees  for  the  expenses  of  any  such  litigation
          (including  reasonable attorney's fees through all trial and appellate
          levels)  shall  be paid  by  Explorations  to  Yankees  together  with
          interest thereon at the highest rate permitted by law.

15.     COSTS:

     Explorations  shall pay to Yankees all lawful  charges  and  disbursements,
including  attorneys' fees through all negotiations,  administrative,  trial and
appellate  levels  incurred  by Yankees in  connection  with the  protecting  or
enforcing the rights of Yankees  hereunder and all such sums shall be secured by
the lien of this Agreement.

16.     WAIVER:

     (a)  Explorations   waives  notice  of  non-payment   and  protest  of  all
          commercial  paper,  including  the  liabilities  at any  time  held by
          Yankees on which Explorations is in any way liable.

     (b)  (1)  No waiver by Yankees of any Default  shall operate as a waiver of
               any other Default or of the same Default on a future occasion.

          (2)  No delay or  omission  on the part of Yankees in  exercising  any
               right or remedy shall operate as a waiver thereof,  and no single
               or  partial  exercise  by  Yankees  of any right or remedy  shall
               preclude any other or further exercise thereof or the exercise of
               any other right or remedy.

          (3)  Time is of the essence of this Agreement.

          (4)  The  provisions of this  Agreement are cumulative and in addition
               to the  provisions  of any remedy under any Note or other writing
               evidencing any liability secured hereby.

     (c)  Explorations  releases  Yankees  from all  claims  for loss or  damage
          caused by any  failure  to  protect  the  Collateral  or by any act or
          omission on the part of Yankees,  its officers,  agents and employees,
          except willful misconduct.

                               Security Agreement - 5

                                    Page 137


<Page>


17.     MISCELLANEOUS:

     The    provisions    of   Sections   18    ('Dispute    Resolution")    and
19("Miscellaneous") of the Loan Agreement are hereby incorporated by reference.


     In Witness  Whereof,  the Parties have caused this Agreement to be executed
on their behalf by their duly authorized  representatives as of the day last set
forth below.

Signed, Sealed and Delivered
         In Our Presence
                                                      Explorations Group, Inc.
/s/ Nancy Molinari /s/

/s/ Mark Frankel /s/                       By:  /s/ Michelle Tucker /s/
                                                    Michelle Tucker, President
Dated:   April 9, 2002

                                [Corporate Seal]

                                       Attest: /s/ Vanessa H. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary


STATE OF FLORIDA           }
COUNTY OF PALM BEACH       } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 9th day of April,  2002,  Michelle Tucker and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  Explorations  Group,  Inc.  , a Delaware
corporation  ("Explorations "), and that pursuant to authority duly delegated by
its board of  directors,  they  executed  the  foregoing  Agreement on behalf of
Yankees,  effective as of the date set forth  therein.  My  commission  expires:
04/26/04

         [NOTARIAL SEAL]
                                                     /s/ Charles J. Scimeca /s/
                                                            Notary Public

The Yankee Companies, LLC.
/s/ Nancy Molinari /s/

/s/ Mark Frankel /s/                  By:   /s/ Leonard Miles Tucker /s/
                                                Leonard Miles Tucker, President
Dated:   April 9, 2002
                                       Attest: /s/ Vanessa H. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary

                                [Corporate Seal]

STATE OF FLORIDA           }
COUNTY OF PALM BEACH       } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 9th of April, 2002, Leonard Miles Tucker,  known to me who, being
duly sworn,  did state that he is the duly elected and serving  president of The
Yankee Companies,  LLC., a Florida limited liability  company  ("Yankees"),  and
that pursuant to authority duly delegated by its board of directors, he executed
the foregoing Agreement on behalf of Yankees, effective as of the date set forth
therein. My commission expires: 04/26/04

         [NOTARIAL SEAL]
                                                    /s/ Charles J. Scimeca /s/
                                                          Notary Public



STATE OF FLORIDA       }
COUNTY OF MARION       } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 9th day of April,  2002,  Vanessa  H.  Lindsey,  known to me who,
being duly sworn,  did state that she is the duly elected and serving  secretary
of The Yankee Companies,  LLC., a Florida limited liability company ("Yankees"),
and that pursuant to authority  duly  delegated by its board of  directors,  she
executed the foregoing Agreement on behalf of Yankees,  effective as of the date
set forth therein. My commission expires: 06/07/04

         [NOTARIAL SEAL]
                                                     /s/ Sally Ann Stroberg /s/
                                                            Notary Public

                               Security Agreement - 6

                                    Page 138

<PAGE>



Full Recourse Secured Promissory Note

$20,394.35                                                         April 9, 2002

     FOR VALUE  RECEIVED,  Explorations  Group,  Inc., a publicly  held Delaware
corporation with offices at Crystal Corporate Center; 2500 North Military Trail,
Suite 225-D; Boca Raton, Florida 33431 ("Explorations"), hereby agrees to pay to
the order of The Yankee Companies,  LLC., a Florida limited  liability  company,
with offices at The Crystal Corporate Center;  2500 North Military Trail,  Suite
225; Boca Raton,  Florida 33431  ("Yankees"),  the principal sum of  $20,394.35,
yielding  interest  commencing to run from the date hereof at a compound  annual
rate of 2% over the prime rate  charged  during the  subject  period by Citibank
Bank,  N.A.  (New York City) or its  successor  in interest to its most  favored
corporate borrowers for unsecured obligations having a term of one year or less,
on the following terms:

                                     Terms:

1.      INCORPORATED TERMS

     (a)  The terms and  provisions of the loan  agreement  entered into between
          Explorations  and Yankees on April 9, 2002, a copy of which is annexed
          hereto and made a part hereof as exhibit 1 (the "Loan Agreement"), are
          hereby incorporated by reference as if here fully set forth.

     (b)  Any  provisions  in this Note  dealing  with a subject or object  also
          dealt  with  in  the  Loan  Agreement  shall,  to  the  extent  of any
          inconsistencies,  be deemed to provide Yankees with additional  rights
          and options which will be exercisable in Yankees' sole discretion.

2.      PAYMENTS & COLLATERAL

     (a)  This  Note  shall  be for a term of 1 year  and  shall  thereafter  be
          payable upon written demand by Yankees.

     (b)  Upon  demand,  payment  shall be made at the  offices of Yankees or at
          such other address as Yankees shall designate for such purpose.

     (c)  This Promissory Note is secured by all of the Assets of Explorations .

3.      ACCELERATION

     In the event that any payment due hereunder is not made when due, or on the
occurrence  of any one or more of the  events of Default  specified  in the Loan
Agreement,  the entire unpaid  principal,  all accrued  interest and any related
reimbursements  for costs and expenses shall immediately become due and payable,
without notice or demand, at the option of the holder hereof.

4.      PREPAYMENTS

     Explorations may prepay this Note, in whole or in part, without penalty, at
any time, provided however,  that any partial payments shall first be applied to
related  reimbursable  costs  and  expenses,  then  to  interest,  and  then  to
principal.

5.       ASSUMPTION

     (a)  This Note may be assigned  at will by Yankees  but shall be  assumable
          only with the express, prior written consent of Yankees.

     (b)  In the event of any  permitted  assumption,  all prior  obligors  will
          remain liable to Yankees as  guarantors  of the  permitted  assignee's
          performance   but  Yankees  shall  have  the  right  to  enforce  such
          guarantees   directly  against  them  without  first  having  to  seek
          performance, payment or relief from the permitted assignee.


               Explorations Group, Inc. Negotiable Promissory Note

                                    Page 139

<PAGE>


6.      DEMANDS & NOTICES

     (a)  Any demand or notice  made or given by Yankees  pursuant  hereto or in
          connection herewith, shall be made on or given to Explorations and its
          successors in interest by registered mail,  return receipt  requested,
          postage prepaid,  directed to Exploration's  address provided above or
          such updated  address as Yankees  shall have in its  records,  in each
          case with copies to Kevin W. Dornan,  Esquire;  General  Counsel,  The
          Yankee Companies,  LLC., 1941 Southeast 51st Terrace;  Ocala,  Florida
          34471,  attorney for Yankees,  and to any legal counsel  designated by
          Explorations; but making or giving, or attempting to make or give, any
          demand or notice  shall not  waive  any  right  granted  hereunder  or
          otherwise to act without demand or notice.

     (b)  Notice shall be effective  when  delivered by Yankees to United States
          Postal  Service  personnel,  whether  or not such  personnel  actually
          succeed in effecting  delivery to  Explorations  or its  successors in
          interest.

7.      EXPENSES

     Explorations  hereby  agrees  to pay  all  expenses,  including  reasonable
attorney's fees, which the holder may incur upon default or at maturity.

8.      COVENANTS

     Explorations and any guarantor, surety or endorser, and all others who are,
or who may become, liable for the payment hereof:

     (a)  Expressly consent to all extensions of time,  renewals,  postponements
          of time of payment of this Note, from time to time,  prior to or after
          the day that such  payments  become  due  without  notice,  consent or
          consideration to any of the foregoing; and

     (b)  Expressly  agree to the additional  release by Yankees of any party or
          person primarily liable herein or any portion of the Collateral.

9.       ENFORCEMENT

     (a)  No delay by the holder in enforcing  any  covenant or right  hereunder
          shall be  deemed a waiver of such  covenant  or right and no waiver by
          the holder of any particular provision hereof shall be deemed a waiver
          of any other  provision  or a  continuing  waiver  of such  particular
          provision,  and except as so expressly  waived,  all provisions hereof
          shall continue in full force and effect.

     (b)  This  Note  shall be  enforceable  in the  Courts fo  Broward  County,
          Florida and Explorations consents to jurisdiction therein.

10.     SPECIAL WAIVERS

     The  undersigned,  and all guarantors and all endorsers,  hereby  severally
waive presentment for payment,  protest and notice of protest for non-payment of
this Note.

11.     TIMELINESS

         Time shall be of the essence.

12.     LICENSE

     (a)  This form of Note is the property of Yankees.

     (b)  The use hereof by the Parties is authorized hereby solely for purposes
          of this  transaction,  and the use of this form of agreement or of any
          derivation  thereof  without  Yankees's  prior  written  permission is
          prohibited.



               Explorations Group, Inc. Negotiable Promissory Note - 2

                                    Page 140


<Page>


         In Witness Whereof, Explorations has caused this Note to be executed on
its behalf by their duly authorized representatives as of the date first set
forth below.

Signed, Sealed and Delivered
         In Our Presence
                                                     Explorations Group, Inc.
/s/ Nancy Molinari /s/

/s/ Mark Frankel /s/                             By:    /s/ Michelle Tucker /s/
                                                      Michelle Tucker, President
Dated:   April 9, 2002

[Corporate Seal]                            Attest:   /s/ Vanessa H. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary


STATE OF FLORIDA       }
COUNTY OF MARION       } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 9th day of April,  2002,  Michelle Tucker and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  Explorations  Group,  Inc.,  a  Delaware
corporation  ("Explorations"),  and that pursuant to authority duly delegated by
its  board  of  directors,  they  executed  the  foregoing  Note  on  behalf  of
Explorations, effective as of the date set forth therein. My commission expires:
04/26/04

         [NOTARIAL SEAL]
                                                   /s/ Charles J. Scimeca /s/
                                                           Notary Public



               Explorations Group, Inc. Negotiable Promissory Note - 3

                                    Page 141



<PAGE>


Full Recourse Secured Promissory Note

$5,273.55                                                         April 30, 2002

     FOR VALUE  RECEIVED,  Explorations  Group,  Inc., a publicly  held Delaware
corporation with offices at Crystal Corporate Center; 2500 North Military Trail,
Suite 225-D; Boca Raton, Florida 33431 ("Explorations"), hereby agrees to pay to
the order of The Yankee Companies,  LLC., a Florida limited  liability  company,
with offices at The Crystal Corporate Center;  2500 North Military Trail,  Suite
225;  Boca Raton,  Florida  33431  ("Yankees"),  the principal sum of $5,273.55,
yielding  interest  commencing to run from the date hereof at a compound  annual
rate of 2% over the prime rate  charged  during the  subject  period by Citibank
Bank,  N.A.  (New York City) or its  successor  in interest to its most  favored
corporate borrowers for unsecured obligations having a term of one year or less,
on the following terms:

                                     Terms:

1.      INCORPORATED TERMS

     (a)  The terms and  provisions of the loan  agreement  entered into between
          Explorations  and Yankees on April 9, 2002, a copy of which is annexed
          hereto and made a part hereof as exhibit 1 (the "Loan Agreement"), are
          hereby incorporated by reference as if here fully set forth.

     (b)  Any  provisions  in this Note  dealing  with a subject or object  also
          dealt  with  in  the  Loan  Agreement  shall,  to  the  extent  of any
          inconsistencies,  be deemed to provide Yankees with additional  rights
          and options which will be exercisable in Yankees' sole discretion.

2.      PAYMENTS & COLLATERAL

     (a)  This  Note  shall  be for a term of 1 year  and  shall  thereafter  be
          payable upon written demand by Yankees.

     (b)  Upon  demand,  payment  shall be made at the  offices of Yankees or at
          such other address as Yankees shall designate for such purpose.

     (c)  This Promissory Note is secured by all of the Assets of Explorations .

3.      ACCELERATION

     In the event that any payment due hereunder is not made when due, or on the
occurrence  of any one or more of the  events of Default  specified  in the Loan
Agreement,  the entire unpaid  principal,  all accrued  interest and any related
reimbursements  for costs and expenses shall immediately become due and payable,
without notice or demand, at the option of the holder hereof.

4.      PREPAYMENTS

     Explorations may prepay this Note, in whole or in part, without penalty, at
any time, provided however,  that any partial payments shall first be applied to
related  reimbursable  costs  and  expenses,  then  to  interest,  and  then  to
principal.

5.      ASSUMPTION

     (a)  This Note may be assigned  at will by Yankees  but shall be  assumable
          only with the express, prior written consent of Yankees.

     (b)  In the event of any  permitted  assumption,  all prior  obligors  will
          remain liable to Yankees as  guarantors  of the  permitted  assignee's
          performance   but  Yankees  shall  have  the  right  to  enforce  such
          guarantees   directly  against  them  without  first  having  to  seek
          performance, payment or relief from the permitted assignee.



              Explorations Group, Inc. Negotiable Promissory Note - 4

                                    Page 142


<Page>


6.      DEMANDS & NOTICES

     (a)  Any demand or notice  made or given by Yankees  pursuant  hereto or in
          connection herewith, shall be made on or given to Explorations and its
          successors in interest by registered mail,  return receipt  requested,
          postage prepaid,  directed to Exploration's  address provided above or
          such updated  address as Yankees  shall have in its  records,  in each
          case with copies to Kevin W. Dornan,  Esquire;  General  Counsel,  The
          Yankee Companies,  LLC., 1941 Southeast 51st Terrace;  Ocala,  Florida
          34471,  attorney for Yankees,  and to any legal counsel  designated by
          Explorations; but making or giving, or attempting to make or give, any
          demand or notice  shall not  waive  any  right  granted  hereunder  or
          otherwise to act without demand or notice.

     (b)  Notice shall be effective  when  delivered by Yankees to United States
          Postal  Service  personnel,  whether  or not such  personnel  actually
          succeed in effecting  delivery to  Explorations  or its  successors in
          interest.

7.      EXPENSES

     Explorations  hereby  agrees  to pay  all  expenses,  including  reasonable
attorney's fees, which the holder may incur upon default or at maturity.

8.      COVENANTS

     Explorations and any guarantor, surety or endorser, and all others who are,
or who may become, liable for the payment hereof:

     (a)  Expressly consent to all extensions of time,  renewals,  postponements
          of time of payment of this Note, from time to time,  prior to or after
          the day that such  payments  become  due  without  notice,  consent or
          consideration to any of the foregoing; and

     (b)  Expressly  agree to the additional  release by Yankees of any party or
          person primarily liable herein or any portion of the Collateral.

9.      ENFORCEMENT

     (a)  No delay by the holder in enforcing  any  covenant or right  hereunder
          shall be  deemed a waiver of such  covenant  or right and no waiver by
          the holder of any particular provision hereof shall be deemed a waiver
          of any other  provision  or a  continuing  waiver  of such  particular
          provision,  and except as so expressly  waived,  all provisions hereof
          shall continue in full force and effect.


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     (b)  This  Note  shall be  enforceable  in the  Courts fo  Broward  County,
          Florida and Explorations consents to jurisdiction therein.

10.     SPECIAL WAIVERS

     The  undersigned,  and all guarantors and all endorsers,  hereby  severally
waive presentment for payment,  protest and notice of protest for non-payment of
this Note.

11.     TIMELINESS

     Time shall be of the essence.

12.     LICENSE

     (a)  This form of Note is the property of Yankees .

     (b)  The use hereof by the Parties is authorized hereby solely for purposes
          of this  transaction,  and the use of this form of agreement or of any
          derivation  thereof  without  Yankees's  prior  written  permission is
          prohibited.

     In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by their duly authorized  representatives  as of the date first set forth
below.

Signed, Sealed and Delivered
         In Our Presence

/s/ Nancy Molinari /s/                               Explorations Group, Inc.
-------------------------------
/s/ Pearl Audit /s/
_______________________________              By:  /s/ Michelle Tucker /s/
                                                      Michelle Tucker, President
Dated:   April 30, 2002

[Corporate Seal]                       Attest: /s/ Vanessa H. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary


STATE OF FLORIDA       }
COUNTY OF MARION       } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 30th day of April, 2002,  Michelle Tucker and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  Explorations  Group,  Inc.,  a  Delaware
corporation  ("Explorations"),  and that pursuant to authority duly delegated by
its  board  of  directors,  they  executed  the  foregoing  Note  on  behalf  of
Explorations, effective as of the date set forth therein. My commission expires:
04/26/04.

         [NOTARIAL SEAL]
                                                /s/ Charles J. Scimeca /s/
                                             -------------------------------
                                                        Notary Public



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