DEBT EXCHANGE AGREEMENT

     THIS DEBT EXCHANGE  AGREEMENT (the "Agreement") is made and entered into by
and among Explorations Group, Inc., a Delaware corporation ("Explorations"); The
Yankee  Companies,  LLC., a Florida  corporation  ("Yankees");  the Calvo Family
Spendthrift  Trust,  a Florida  Trust  (the  "CFST");  and,  the  Tucker  Family
Spendthrift Trust, a Florida Trust (the "TFST"); Explorations, Yankees, the CFST
and  the  TFST  being  sometimes  hereinafter  collectively  referred  to as the
"Parties" or generically as a "Party").

                                    PREAMBLE:

     WHEREAS,  Explorations  owes  Yankees  the  aggregate  sum  of  $25,893.90,
including  accrued  interest,  as evinced by the promissory notes annexed hereto
and made a part hereof as composite  exhibit 0.1 (the  "Explorations'  Debt" and
the "Explorations' Notes," respectively); and

     WHEREAS,  Yankees owes the CFST the aggregate sum of $21,338.80,  including
accrued  interest,  as evinced by the promissory notes annexed hereto and made a
part hereof as  composite  exhibit  0.2 (the "CFST  Debt" and the "CFST  Notes,"
respectively)  and  owes the TFST the  aggregate  sum of  $21,338.80,  including
accrued  interest,  as evinced by the promissory notes annexed hereto and made a
part hereof as  composite  exhibit  0.3 (the "TFST  Debt" and the "TFST  Notes,"
respectively;  the CFST Debt,  the CFST Notes,  the TFST Debt and the TFST Notes
being  collectively  and  generically  hereinafter  referred to as the "Yankees'
Debt" and the "Yankees' Notes," respectively); and

     WHEREAS,  Yankees desires to discharge a portion of the Yankees' Debt in an
amount equal to  $23,393.90,  by  assigning to the CFST and the TFST,  in equal,
severable  shares,  an equivalent  amount of its rights under the  Explorations'
Notes, and Explorations, the CFST and the TFST are agreeable to such assignment,
on the terms and conditions hereinafter set forth:

     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:

                                   WITNESSETH:

                                    Article I
                                   Definitions

     The following terms or phrases,  as used in this Agreement,  shall have the
following meanings:

(A)  Accredited Investor:

     An investor  that meets the  requirements  for  treatment as an  accredited
     investor,  as  defined in Rule  501(a) of  Commission  Regulation  D, which
     provides as follows:

          Accredited investor.  "Accredited  investor" shall mean any person who
          comes  within  any of the  following  categories,  or who  the  issuer
          reasonably believes comes within any of the following  categories,  at
          the time of the sale of the securities to that person:

          (1)  Any bank as defined in section 3(a)(2) of the Act, or any savings
               and loan  association or other  institution as defined in section
               3(a)(5)(A)  of  the  Act  whether  acting  in its  individual  or
               fiduciary  capacity;  any broker or dealer registered pursuant to
               section 15 of the Securities  Exchange Act of 1934; any insurance
               company as defined in section  2(13) of the Act;  any  investment
               company  registered under the Investment Company Act of 1940 or a
               business  development  company as defined in section  2(a)(48) of
               that Act; Small Business  Investment Company licensed by the U.S.
               Small Business  Administration under section 301(c) or (d) of the
               Small  Business Investment Act of 1958; any  plan established and



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               maintained by a state, its political subdivisions,  or any agency
               or instrumentality  of a state or its political  subdivisions for
               the benefit of its  employees,  if such plan has total  assets in
               excess of $5,000,000; employee benefit plan within the meaning of
               the  Employee  Retirement  Income  Security  Act of  1974  if the
               investment  decision is made by a plan  fiduciary,  as defined in
               section  3(21) of such Act,  which is either a bank,  savings and
               loan association,  insurance  company,  or registered  investment
               adviser,  or if the  employee  benefit  plan has total  assets in
               excess of $5,000,000 or, if a self-directed plan, with investment
               decisions made solely by persons that are accredited investors;

          (2)  Any private  business  development  company as defined in section
               202(a)(22) of the Investment Advisers Act of 1940;

          (3)  Any organization  described in Section  501(c)(3) of the Internal
               Revenue  Code,  corporation,  Massachusetts  or similar  business
               trust,  or  partnership,  not formed for the specific  purpose of
               acquiring the securities offered,  with total assets in excess of
               $5,000,000;

          (4)  Any director, executive officer, or general partner of the issuer
               of the  securities  being  offered  or  sold,  or  any  director,
               executive  officer,  or general  partner of a general  partner of
               that issuer;

          (5)  Any natural person whose individual net worth, or joint net worth
               with that person's  spouse,  at the time of his purchase  exceeds
               $1,000,000;

          (6)  Any  natural  person  who had an  individual  income in excess of
               $200,000  in each of the two most  recent  years or joint  income
               with that person's  spouse in excess of $300,000 in each of those
               years  and has a  reasonable  expectation  of  reaching  the same
               income level in the current year;

          (7)  Any trust, with total assets in excess of $5,000,000,  not formed
               for the specific  purpose of acquiring  the  securities  offered,
               whose purchase is directed by a sophisticated person as described
               in ss.230.506(b)(2)(ii); and

          (8)  Any  entity  in which all of the  equity  owners  are  accredited
               investors.

(B)  Commission:

     The United States Securities and Exchange Commission.

(C)  Exchange Act:

     The Exchange Act of 1934, as amended.

(D)  Florida Act:

     The Florida Securities and Investor Protection Act.

(E)  Florida Rule:

     Florida   Rule   3E-500.005,   which   provides  as  follows:   "Disclosure
     requirements of Section 517.061(11)(a)3., Florida Statutes.

     (1)  Transactions  by an issuer which do not satisfy all of the  conditions
          of this  rule  shall not raise  any  presumption  that the  exemptions
          provided by Section 517.061(11), Florida Statutes is not available for
          such transactions. Attempted compliance with this rule does not act as
          an  election;  the issuer can also claim the  availability  of Section
          517.061(11), Florida Statutes, outside this rule.




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     (2)  The  determination  as to whether  sales of  securities  are part of a
          larger  offering  (i.e.,  are deemed to be integrated)  depends on the
          particular  facts and  circumstances.  In  determining  whether  sales
          should be  regarded  as part of a larger  offering  and thus should be
          integrated,   the  facts   described  in  Rule  3E-500.01   should  be
          considered.

     (3)  Although sales made pursuant to Section 517.061(11), Florida Statutes,
          and in  compliance  with this rule,  are exempt from the  registration
          provisions  of this Act, such  exemption  does not avoid the antifraud
          provisions of Sections 517.301 and 517.311, Florida Statutes.

     (4)  The provisions of this rule shall apply only to transactions which are
          consummated with persons in the State of Florida.

      (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that
          each  purchaser,  or his  representative  be  provided  with or  given
          reasonable  access  to  full  and  fair  disclosure  of  all  material
          information  shall be deemed  to be  satisfied  if  either  paragraphs
          (5)(a) or (5)(b) are complied with:

          (a)  Access to or Furnishing of Information.  Reasonable access to, or
               the furnishing of, material  information  shall be deemed to have
               been  satisfied  if prior to the sale a purchaser is given access
               to the following information:

               1.   All material books and records of the issuer; and

               2.   All  material   contracts  and  documents  relating  to  the
                    proposed transaction; and

               3.   An  opportunity  to  question  the   appropriate   executive
                    officers or partners ...."

(F)  Securities Act:

     The Securities Act of 1933, as amended.

(G)  Additional  definitions  set  forth in  specific  parts of this  Agreement,
     identifiable  by the use of initial  capitalization  shall have the meaning
     ascribed to them in conjunction with their initial use and definition.


                                   Article II
                              Exchange & Settlement

(A)  (1)  Yankees  hereby  assigns  to the CFST and the CFST  hereby  accepts in
          partial payment of the Yankees Debt, $11,696.95,  of the Explorations'
          Debt (the "CFST Assigned  Debt"),  evinced by a partial  assignment of
          Yankees' rights under the Explorations' Notes equivalent thereto,  the
          transaction being effected without  registration  under the Securities
          Act or the  Florida  Act,  based on the  exemption  from  registration
          provided by Section 4(2) of the Securities Act and Section 517.061(11)
          of the Florida Act.

     (2)  Yankees  hereby  assigns  to the TFST and the TFST  hereby  accepts in
          partial payment of the Yankees Debt, $11,696.95,  of the Explorations'
          Debt (the "TFST  Assigned  Debt," the CFST  Assigned Debt and the TFST
          Assigned debt being hereinafter  collectively and generically referred
          to as  the  "Assigned  Debt"),  evinced  by a  partial  assignment  of
          Yankees' rights under the Explorations' Notes equivalent



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          thereto, the transaction being effected without registration under the
          Securities  Act or the  Florida  Act,  based  on  the  exemption  from
          registration  provided  by  Section  4(2)  of the  Securities  Act and
          Section 517.061(11) of the Florida Act.

     (3)  The CFST and the TFST  hereby  accept the  Assigned  Debt,  in partial
          payment of the Yankees' Debt.

(B)  (1)  Yankees hereby exchanges the Explorations' Notes with Explorations for
          three new notes to be issued  directly by  Explorations,  the first to
          Yankees in the principal sum of $2,500,  the second to the CFST in the
          principal sum of $11,696.95 and the third to the TFST in the principal
          sum of $11,695.95,  in each case in the form annexed hereto and made a
          part  hereof  as  exhibit  II(B)(1)   (collectively   and  generically
          hereinafter  referred to as the "Replacement  Notes"),  the receipt of
          which by each Party is hereby acknowledged.

     (2)  The CFST and the TFST  hereby  exchange  the  Yankees'  Notes  for the
          Replacement Notes and new notes to be issued by Yankees in a principal
          amount equal to the  difference  between the principal  balance of the
          Replacement  Notes and the Yankees Debt plus accrued  interest thereon
          in the form annexed hereto and made a part hereof as exhibit  II(B)(2)
          (the  "Yankees'  Replacement  Notes"),  the receipt of which is hereby
          acknowledged.

(C)

     As a material  inducement  to the  exchange of the  Yankees'  Notes and the
     Explorations'  Notes for the Replacement Notes,  Yankees,  the CFST and the
     TFST each hereby  represent,  warrant  and  covenant  to  Explorations,  as
     follows:

     (1)  It is familiar with the  requirements  for treatment as an "accredited
          investor"  under  Rule  501 of  Regulation  D  promulgated  under  the
          Securities  Act  and  meets  one  or  more  of the  definitions  of an
          "accredited  investor"  contained  therein and has,  alone or together
          with its  advisors or  representatives,  if any,  such  knowledge  and
          experience in financial  matters that it is capable of evaluating  the
          relative risks and merits of this  Agreement,  the text of Rule 501(a)
          being set forth, in full, above;

     (2)  It acknowledges that it has, based on its own substantial  experience,
          the ability to evaluate the transactions  contemplated  hereby and the
          merits  and  risks  thereof  in  general  and the  suitability  of the
          transaction for it in particular;

     (3)  (a)  It  understands  that the offer and  issuance of the  Replacement
               Notes is being made in reliance on its representation that it has
               reviewed  Explorations'  materials submitted to the NASD pursuant
               to Exchange Act Rule 15c2-11 and  Explorations'  Audit, and, as a
               result of its prior  association  with  Explorations,  has become
               familiar with the information disclosed therein.

          (b)  It is fully aware of the material risks  associated with becoming
               an investor in  Explorations  and confirms that it was previously
               informed that all documents, records and books pertaining to this
               investment  have been  available from  Explorations  and that all
               documents,  records  and  books  pertaining  to this  transaction
               requested by it have been made available to it;

     (4)  It has had an opportunity to ask questions of and receive answers from
          the officers of  Explorations  concerning  the terms and conditions of
          this Agreement and the transactions  contemplated  hereby,  as well as
          the affairs of Explorations and related matters;

     (5)  It has had an opportunity to obtain additional  information  necessary
          to verify the accuracy of the information referred to above.



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     (6)  It has represented to Explorations  that it has the general ability to
          bear the risks of the subject  trans  action and that it is a suitable
          investor for a private offering, and it hereby affirms the correctness
          of such information to Explorations;

     (7)  It acknowledges and is aware that:

          (a)  The  Replacement  Notes  are a  speculative  investment  with  no
               assurance that Explorations will be successful, or if successful,
               that such success will result in payments to it or to realization
               of capital gains by it on disposition of the  Replacement  Notes;
               and

          (b)  The Replacement Notes to be issued to it have not been registered
               under the  Securities  Act or under any  state  securities  laws;
               accordingly,  it may  have  to hold  them  and may not be able to
               liquidate, pledge, hypothecate, assign or transfer them; and

     (8)  It has obtained  its own opinion from its legal  counsel to the effect
          that after an examination of the transactions  associated herewith and
          the  applicable  law,  no  action  needs to be taken by  either  it or
          Explorations  in  conjunction  with this Agreement and the issuance of
          the  Replacement  Notes in  conjunction  therewith,  other  than  such
          actions  as have  already  been  taken  in order  to  comply  with the
          securities law  requirements  of its state of domicile,  including the
          safe harbor  provided in conjunction  with compliance with the Florida
          Rule.

(D)  As a material  inducement to  Explorations'  exchange of the  Explorations'
     Notes for the  Replacement  Notes,  the CFST,  the TFST and Yankees  hereby
     represent and warrant to Explorations  that no other person has any vested,
     contingent or inchoate rights to the the Explorations Notes; that there are
     no legal  impediments to the exchange  contemplated  hereby;  and that as a
     result of such  exchange,  all prior  rights under the  Explorations  Notes
     exchanged  hereby will be  terminated  and  superseded  by the  Replacement
     Notes.

(E)  As a material inducement to Yankees' exchange of the Yankees' Notes for the
     Replacement  Notes,  the CFST and the TFST hereby  represent and warrant to
     Yankees that no other person has any vested,  contingent or inchoate rights
     to the the  Yankees'  Notes;  that  there are no legal  impediments  to the
     exchange  contemplated  hereby and that as a result of such  exchange,  all
     prior rights under the Yankees  Notes  exchanged  hereby will be terminated
     and superseded by the Replacement Notes and the Yankees Replacement Notes.


                                   Article III
                               General Provisions

3.1      Interpretation.

(A)  When a reference is made in this  Agreement to Schedules or Exhibits,  such
     reference  shall be to a  Schedule  or  Exhibit  to this  Agreement  unless
     otherwise indicated.

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

(C)  The headings  contained in this  Agreement are for reference  purposes only
     and  shall not  affect in any way the  meaning  or  interpretation  of this
     Agreement.



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(D)  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.

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

(F)  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.

3.2      Notice.

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

     (1)      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) 998-3425; and,
                        e-mail Michelle@popstarzinc.com;

         (2)      Yankees:

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


         (2)      The CFST:

                       The Calvo Family Spendthrift Trust.
                          1941 Southeast 51st Terrace;
                              Ocala, Florida 34471
                      Attention: Cyndi Noyes Calvo, Trustee
               Telephone (352) 694-9182, Fax (352) 694-1325; and,
                         e-mail cyndicalvo@hotmail.com


         (3)      The TFST:

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


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

(B)  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.




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

     (2)  Yankees  has  advised  Explorations,  the CFST and the TFST to  retain
          independent legal and accounting  counsel to review this Agreement and
          its exhibits and incorporated materials on their behalf.

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

3.3      Merger of All Prior Agreements Herein.

(A)  This instrument,  together with the instruments referred to herein contains
     all of the understandings and agreements of the Parties with respect to the
     subject matter discussed herein,  provided that it is understood that after
     conclusion of the transactions  contemplated hereby,  Explorations Notes in
     the aggregate amount of $2,500, will survive.

(B)  Except as set forth in Section 3.3(A), all prior agreements with respect to
     the subject  matter  discussed  herein  whether  written or oral are merged
     herein and shall be of no force or effect.

3.4      Survival.

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

3.5      Severability.

     If any provision or any portion of any provision of this  Agreement,  other
than one of the conditions  precedent or subsequent,  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.

3.6      Governing Law.

     This Agreement  shall be construed in accordance  with the  substantive and
procedural  laws of the State of Florida (other than those  regulating  taxation
and choice of law).

3.7      Indemnification.

(A)  Each  Party  hereby  irrevocably  agrees  to  indemnify  and hold the other
     Parties harmless from any and all liabilities and damages  (including legal
     or other expenses incidental thereto), contingent, current, or inchoate, to
     which they or any one of them may become  subject as a direct,  indirect or
     incidental  consequence  of any  action by the  indemnifying  Party or as a
     consequence  of the  failure  of the  indemnifying  Party  to act,  whether
     pursuant to requirements of this Agreement or otherwise.

(B)  In the event it becomes  necessary  to enforce  this  indemnity  through an
     attorney,  with or  without  litigation,  the  successful  Party  shall  be
     entitled  to  recover  from the  indemnifying  Party,  all  costs  incurred
     including reasonable attorneys' fees throughout any negotiations, trials or
     appeals, whether or not any suit is instituted.




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3.8      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 shall, to the extent legally permitted, be held in Marion
     County,  Florida, and the prevailing Party shall be entitled to recover its
     costs  and  expenses,  including  reasonable  attorneys'  fees  up  to  and
     including all negotiations,  trials and appeals,  whether or not any formal
     proceedings are initiated.

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

     (1) (a)   First,  the  issue  shall  be  submitted  to  mediation  before a
               mediation service in Marion County, Florida to be selected by lot
               from three  alternatives to be provided,  one by Yankees,  one by
               the TFST and one by Explorations.

         (b)   The mediation efforts shall 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 shall submit the
          dispute to binding  arbitration before an arbitration  service located
          in  Marion   County,   Florida  to  be  selected  by  lot  from  three
          alternatives  to be  provided,  in the  manner  set  forth  above  for
          selection of mediators.

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

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

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

3.9      Benefit of Agreement.

     The terms and provisions of this Agreement  shall be binding upon and inure
to  the  benefit  of  the   Parties,   their   successors,   assigns,   personal
representatives,  estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.

3.10     Further Assurances.

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

3.11     Counterparts.

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

(B)  All executed  counterparts  shall constitute one Agreement  notwithstanding
     that  all  signatories  are not  signatories  to the  original  or the same
     counterpart.



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(C)  Execution by exchange of  facsimile  transmission  shall be deemed  legally
     sufficient to bind the signatory; however, the Parties shall, for aesthetic
     purposes, prepare a fully executed original version of this Agreement which
     shall be the document  filed with the  Commission in  conjunction  with the
     contemplated filing of Explorations' Form 10-SB under the Exchange Act.

3.12     License.

(A)  This form of agreement  is the property of Yankees and has been  customized
     for this transaction with the consent of Yankees.

(B)  The use of this form of  agreement  by the  Parties  is  authorized  hereby
     solely for purposes of this transaction.

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


     IN  WITNESS  WHEREOF,  Explorations,  Yankees,  the CFST and the TFST  have
caused this  Agreement  to be executed by  themselves  or their duly  authorized
respective officers, all as of the last date set forth below:

Signed, Sealed and Delivered
      In Our Presence:
                                                 Explorations Group, Inc.
/s/ Marc Frankel /s/                             (A Delaware corporation)
_______________________________
/s/ Nancy Molinari /s/
_________________________________        By:  /s/ Michelle Tucker /s/
                                                  Michelle Tucker, President
         (Corporate Seal)
                                       Attest:/s/ Vanessa H. Lindsey /s/
                                                  Vanessa H. Lindsey, Secretary
Dated:   May 31, 2002
/s/ Nancy Molinari /s/                          The Yankee Companies, LLC.
_________________________________          (a Florida limited liability company)
/s/ Pearl Audit /s/
_________________________________        By: /s/ Leonard Miles Tucker /s/
                                                 Leonard Miles Tucker,
                                                 Chief Executive Officer
Dated:   May 31, 2002
                                      Attest: /s/ Vanessa H. Lindsey /s/
                                                  Vanessa H. Lindsey, Secretary

/s/ Vanessa H. Lindsey /s/                   The Calvo Family Spendthrift Trust
_________________________________                     (a Florida trust)
/s/ Pearl Audit /s/
_________________________________        By:  /s/ Cyndi Noyes Calvo /s/
                                                  Cyndi Noyes Calvo, Trustee
Dated:   May 31, 2002

/s/ Marc Frankel /s/                        The Tucker Family Spendthrift Trust
_________________________________                     (a Florida trust)
/s/ Nancy Molinari /s/
_________________________________        By:  /s/ Leonard Miles Tucker /s/
                                                  Leonard Miles Tucker, Trustee
Dated:   May 31, 2002


                             Debt Exchange Agreement - 9

                                     Page 171

<PAGE>



                                  Exhibit 0.1


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 one (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 may 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.



               Explorations Group, Inc. Negotiable Promissory Note

                                    Page 172

<PAGE>



    (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 such guarantors  without first having to
          seek performance, payment or relief from the permitted assignee.

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 Explorations'  address provided above or
          such updated  address as Yankees  shall have in its  records,  in each
          case with copies to Vanessa H. Lindsey, chief administrative  officer,
          The Yankee Companies, LLC., 5185 Southeast 20th Street; Ocala, Florida
          34471, 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 for 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 of  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.



               Explorations Group, Inc. Negotiable Promissory Note - 2

                                    Page 173

<PAGE>


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'  prior  written  permission  is
          prohibited.


     In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by its 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/ Marc 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 174

<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 one (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 may 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.





               Explorations Group, Inc. Negotiable Promissory Note

                                    Page 175

<PAGE>



    (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 such guarantors  without first having to
          seek performance, payment or relief from the permitted assignee.

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 Explorations'  address provided above or
          such updated  address as Yankees  shall have in its  records,  in each
          case with copies to Vanessa H. Lindsey, chief administrative  officer,
          The Yankee Companies, LLC., 5185 Southeast 20th Street; Ocala, Florida
          34471, 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 for 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 of  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.



               Explorations Group, Inc. Negotiable Promissory Note - 2

                                    Page 176

<PAGE>

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'  prior  written  permission  is
          prohibited.


     In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by its 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









              Explorations Group, Inc. Negotiable Promissory Note - 3

                                    Page 177



<PAGE>


                                   Exhibit 0.2


                                Promissory Note

U.S. $6,000                                               Date: April 30, 2002 :

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order  of The  Calvo  Family
Spendthrift  Trust  (the  "Trust"),  a Florida  trust  having an address at 1941
Southeast  51st Terrace,  Ocala,  Florida 34471,  or its assigns,  the principal
amount of $6,000 United States Dollars, together with interest at the annualized
rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.


By:                                             Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
-------------------------                        --------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member





                               /s/ Pearl Audit /s/
                             -----------------------
                                     Witness





                                    Page 178


<PAGE>


                                 Promissory Note

U.S. $5,500                                             Date:  February 28, 2002

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order  of The  Calvo  Family
Spendthrift  Trust  (the  "Trust"),  a Florida  trust  having an address at 1941
Southeast  51st Terrace,  Ocala,  Florida 34471,  or its assigns,  the principal
amount of $5,500 United States Dollars, together with interest at the annualized
rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.


 By:                                             Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
-------------------------                        --------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member


                             /s/ Nancy Molinari /s/
                             -----------------------
                                     Witness





                                    Page 179



<PAGE>


                                 Promissory Note

U.S. $9,500                                               Date: January 31, 2002

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order  of The  Calvo  Family
Spendthrift  Trust  (the  "Trust"),  a Florida  trust  having an address at 1941
Southeast  51st Terrace,  Ocala,  Florida 34471,  or its assigns,  the principal
amount of $9,500 United States Dollars, together with interest at the annualized
rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.


 By:                                             Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
-------------------------                        --------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member


                             /s/ Nancy Molinari /s/
                             -----------------------
                                     Witness






                                    Page 180


<PAGE>



                                   Exhibit 0.3


                                 Promissory Note

U.S. $6,000                                                 Date: April 30, 2002

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order of The  Tucker  Family
Spendthrift  Trust (the  "Trust"),  a Florida trust having an address at 2500 N.
Military  Trail,  Suite 225;  Boca Raton,  Florida  33431,  or its assigns,  the
principal amount of $6,000 United States Dollars,  together with interest at the
annualized rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.


By:                                             Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
-------------------------                        --------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member


                               /s/ Pearl Audit /s/
                             -----------------------
                                     Witness






                                    Page 181


<PAGE>


                                 Promissory Note

U.S. $5,500                                              Date: February 28, 2002

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order of The  Tucker  Family
Spendthrift  Trust (the  "Trust"),  a Florida trust having an address at 2500 N.
Military  Trail,  Suite 225;  Boca Raton,  Florida  33431,  or its assigns,  the
principal amount of $5,500 United States Dollars,  together with interest at the
annualized rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.


By:                                             Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
-------------------------                        --------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member


                             /s/ Nancy Molinari /s/
                             -----------------------
                                     Witness





                                    Page 182


<PAGE>


                                 Promissory Note

U.S. $9,500                                               Date: January 31, 2002

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order of The  Tucker  Family
Spendthrift  Trust (the  "Trust"),  a Florida trust having an address at 2500 N.
Military  Trail,  Suite 225;  Boca Raton,  Florida  33431,  or its assigns,  the
principal amount of $9,500 United States Dollars,  together with interest at the
annualized rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.


By:                                             Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
-------------------------                        --------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member


                             /s/ Nancy Molinari /s/
                             -----------------------
                                     Witness






                                    Page 183



<PAGE>



                                Exhibit II(B)(1)

Full Recourse Secured Promissory Note

$2,500                                                              May 31, 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 $2,500,
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 one (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 may 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 such guarantors  without first having to
          seek performance, payment or relief from the permitted assignee.


               Explorations Group, Inc. Negotiable Promissory Note

                                    Page 184


<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 Explorations'  address provided above or
          such updated  address as Yankees  shall have in its  records,  in each
          case with copies to Vanessa H. Lindsey, chief administrative  officer,
          The Yankee Companies, LLC., 5185 Southeast 20th Street; Ocala, Florida
          34471, 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 for 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 of  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'  prior  written  permission  is
          prohibited.

            Explorations Group, Inc. Negotiable Promissory Note - 2

                                    Page 185


<Page>


     In Witness Whereof, Explorations has caused this Note to be executed on its
behalf by its 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:   May  31, 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 31st day of May, 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 186


<Page>


Full Recourse Secured Promissory Note

$11,696.95                                                          May 31, 2002

     FOR VALUE RECEIVED,  Explorations Group, Inc., a Florida corporation,  with
offices at 2500 N.  Military  Trail,  Suite  225-D;  Boca Raton,  Florida  33431
("Explorations"),  hereby  agrees  to pay  to the  order  of The  Tucker  Family
Spendthrift  Trust.,  a Florida trust,  with offices at 2500 N. Military  Trail,
Suite 225-F; Boca Raton,  Florida 33431 ("Tucker Family"),  the principal sum of
$11,696.95  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.        PAYMENTS & COLLATERAL

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

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

    (c)   This  Promissory  Note is secured by all of the Assets of Explorations
          (up to the amount of the Note), as evidenced by the attached UCC-1.

    (d)   So long as  this  Note is  outstanding,  if  Tucker  Family  exercises
          warrants for common  stock using cash,  such  exercise  price shall be
          deducted  from the amount owed to the Tucker  Family  under this Note,
          which shall first be applied to principal and then to interest.


2.        ACCELERATION

     In the event  that any  payment  due  hereunder  is not made when due,  the
entire unpaid principal, all accrued interest and any related reimbursements for
costs and expenses shall immediately become due and payable at the option of the
holder hereof.

3.        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
interest, and then to principal.

4.        ASSUMPTION

     This Note may be assigned at will by Tucker Family, with notice of any such
assignment to Explorations , but shall be assumable only with the express, prior
written consent of Tucker Family.


                 Explorations Group, Inc. Negotiable Promissory

                                  Note Page 187


<PAGE>



5.        DEMANDS & NOTICES

    (a)   Any demand or notice made or given by Tucker Family 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  Explorations  's  address
          provided above or such updated  address as Tucker Family shall have in
          its  records,  in each case with copies to Kevin W.  Dornan,  Esquire;
          General Counsel,  The Tucker Family  Spendthrift Trust, 5185 Southeast
          20th Street;  Ocala,  Florida 34471,  attorney for Tucker Family;  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  to United  States  Postal
          Service  personnel,  whether or not such personnel actually succeed in
          effecting delivery to Explorations or its successors in interest.

6.        EXPENSES

     In the event of any  action to enforce  the  provisions  of this Note,  the
prevailing party shall be entitled to recover its costs and expenses,  including
reasonable attorney's fees.

7.        COVENANTS

     Explorations  and all others  who are,  or who may  become,  liable for the
payment  hereof:   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 for any of the foregoing; and

8.        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 of  Broward  County,
          Florida and Explorations consents to jurisdiction therein.

9.        SPECIAL WAIVERS

     The undersigned hereby waives  presentment for payment,  protest and notice
of protest for non_payment of this Note.

10.       TIMELINESS

     Time shall be of the essence.

11.       LICENSE

    (a)   This form of Note is the property of The Yankees Companies, LLC.

    (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'  prior  written  permission  is
          prohibited.

                 Explorations Group, Inc. Negotiable Promissory - 2

                                  Note Page 188

<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
/s/ Nancy Molinari /s/                            Explorations Group, Inc.
_______________________________
/s/ Pearl Audit /s/
_______________________________          By:  /s/ Michelle Tucker /s/
                                                  Michelle Tucker, President
Dated:   May 31, 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 31st day of May,  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  Florida
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:
04/26/02
         [NOTARIAL SEAL]                          /s/ Charles J. Scimeca /s/
                                               -------------------------------
                                                      Notary Public


                 Explorations Group, Inc. Negotiable Promissory - 3

                                    Page 189

<Page>

Full Recourse Secured Promissory Note

$11,696.95                                                          May 31, 2002

     FOR VALUE RECEIVED,  Explorations Group, Inc., a Florida corporation,  with
offices at 2500 N.  Military  Trail,  Suite  225-D;  Boca Raton,  Florida  33431
("Explorations"),  hereby  agrees  to pay  to the  order  of  The  Calvo  Family
Spendthrift  Trust.,  a Florida  trust,  with  offices  at 1941  Southeast  51st
Terrace;  Ocala, Florida 34471 ("Calvo Family"), the principal sum of $11,696.95
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.       PAYMENTS & COLLATERAL

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

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

    (c)   This  Promissory  Note is secured by all of the Assets of Explorations
          (up to the amount of the Note), as evidenced by the attached UCC-1.

    (d)   So  long as  this  Note is  outstanding,  if  Calvo  Family  exercises
          warrants for common  stock using cash,  such  exercise  price shall be
          deducted  from the amount  owed to the Calvo  Family  under this Note,
          which shall first be applied to principal and then to interest.


2.        ACCELERATION

     In the event  that any  payment  due  hereunder  is not made when due,  the
entire unpaid principal, all accrued interest and any related reimbursements for
costs and expenses shall immediately become due and payable at the option of the
holder hereof.

3.        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
interest, and then to principal.

4.        ASSUMPTION

     This Note may be assigned at will by Calvo Family,  with notice of any such
assignment to Explorations , but shall be assumable only with the express, prior
written consent of Calvo Family.

5.        DEMANDS & NOTICES

    (a)   Any demand or notice made or given by Calvo Family  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  Explorations  's  address
          provided  above or such updated  address as Calvo Family shall have in
          its  records,  in each case with copies to Kevin W.  Dornan,  Esquire;
          General Counsel,  The Calvo Family  Spendthrift  Trust, 1941 Southeast
          51st Terrace;  Ocala,  Florida 34471,  attorney for Calvo Family;  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.

               Explorations Group, Inc. Negotiable Promissory Note

                                    Page 190


<PAGE>


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

6.        EXPENSES

     In the event of any  action to enforce  the  provisions  of this Note,  the
prevailing party shall be entitled to recover its costs and expenses,  including
reasonable attorney's fees.

7.        COVENANTS

     Explorations  and all others  who are,  or who may  become,  liable for the
payment  hereof:   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 for any of the foregoing; and

8.       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 of  Broward  County,
          Florida and Explorations consents to jurisdiction therein.

9.        SPECIAL WAIVERS

     The undersigned hereby waives  presentment for payment,  protest and notice
of protest for non-payment of this Note.

10.       TIMELINESS

     Time shall be of the essence.

11.       LICENSE

    (a)   This form of Note is the property of The Yankees Companies, LLC.

    (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'  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:   May  31, 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 31st day of May,  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  Florida
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 - 2

                                    Page 191




<PAGE>


                                Exhibit II(B)(2)


                                 Promissory Note

U.S. $9,641.85                                                Date: May 31, 2002

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order of The  Tucker  Family
Spendthrift  Trust (the  "Trust"),  a Florida trust having an address at 2500 N.
Military  Trail,  Suite 225;  Boca Raton,  Florida  33431,  or its assigns,  the
principal amount of $9,641.85  United States Dollars,  together with interest at
the annualized rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.



By:                                                   Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
----------------------------                      ----------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member





                             /s/ Nancy Molinari /s/
                             -----------------------
                                     Witness


               Explorations Group, Inc. Negotiable Promissory Note

                                    Page 192




<Page>
                                 Promissory Note

U.S. $9,641.85                                                Date: May 31, 2002

     For value  received  The  Yankee  Companies,  LLC.  ('Yankees"),  a Florida
limited liability company having an address at 2500 North Military Trail,  Suite
225, Boca Raton, Florida 33431, promises to pay, on or before December 31, 2002,
in  lawful  money  of the  United  States,  to the  order  of The  Calvo  Family
Spendthrift  Trust  (the  "Trust"),  a Florida  trust  having an address at 1941
Southeast  51st Terrace,  Ocala,  Florida 34471,  or its assigns,  the principal
amount of  $9,641.85  United  States  Dollars,  together  with  interest  at the
annualized rate of 8%.

     This Note is  secured  by all of the  Assets  described  in the  collateral
assignment agreement annexed hereto and made a part hereof (the"Collateral").

     UCC Forms 1 have been  executed  and filed,  as  required  to  perfect  the
security interest established hereby in the State of Florida.

     In Witness  Whereof,  Yankees  has signed  this Note as of the day and year
first above written.

                           The Yankee Companies, LLC.



By:                                                   Attest:

/s/ Leonard M. Tucker /s/                      /s/ Vanessa H. Lindsey /s/
----------------------------                      ----------------------------
    Leonard M. Tucker, Chief                       Vanessa H. Lindsey, Secretary
    Executive Officer & Managing
    Member





                             /s/ Nancy Molinari /s/
                             -----------------------
                                     Witness





                                    Page 193
<PAGE>