Michelle Tucker and Steven Adelstein also have  Corporate Director's Agreements.
This agreement of Ms. Lindsey's serves as an example.



                    Agreement to Serve as Corporate Director

     This agreement to serve as a corporate  director (the  "Agreement") is made
and entered into by and between Explorations Group, Inc., a Delaware corporation
("Explorations"), and Vanessa H. Lindsey, a Florida resident ("Mrs. Lindsey").

                                    Preamble:

     Whereas,  Mrs.  Lindsey was elected as a member of  Explorations'  board of
directors  by written  consent in lieu of the  annual  meeting of  stockholders,
effective April 8, 2002 (the "Annual Meeting"); and

     Whereas, Explorations has required, as a condition for service on its board
of directors,  that all members enter into a form of agreement  that  delineates
the rights, duties and responsibilities of the members; and

     Whereas,   the  Parties  agree  that  this  Agreement   provides  important
directives outlining the duties,  obligations,  responsibilities and rights that
are expected of members of  Explorations'  board of directors  and Mrs.  Lindsey
desires to be elected as a member of  Explorations'  board of  directors  and to
serve  thereon  in  compliance  with  the  requirements  of this  Agreement  and
Explorations' Certificate of Incorporation and By-Laws:

     Now, Therefore, intending to be legally bound, the Parties agree that since
if Mrs. Lindsey has been elected as a member of Explorations' board of directors
at the annual meeting of Explorations' shareholders for the current year, she is
bound by the following obligations and shall have the following rights:

                                   Witnesseth:

                                    Article I
                       Term, Renewals, Earlier Termination

1.1      Term.

(A)   1.  Subject to the provisions set forth herein, the term of this Agreement
          shall be deemed  to  commence  immediately  following  Mrs.  Lindsey's
          election to Explorations' board of directors at the Annual Meeting and
          shall  continue  until the  latter  of April 7, 2003 or the  election,
          qualification and assumption of office by Mrs. Lindsey's  successor as
          a  member  of  Explorations'   board  of  directors,   unless  earlier
          terminated as provided in  Explorations'  certificate of incorporation
          or bylaws, or as hereinafter set forth.

      2.  Notwithstanding  anything in this agreement to the contrary,  the term
          of this Agreement will terminate if Mrs.  Lindsey is not re-elected at
          the annual meeting of stockholders next following the Annual Meeting.

(B)  In the event that Mrs. Lindsey is reelected or otherwise serves as a member
     of   Explorations'   board  of  directors   after  the  annual  meeting  of
     stockholders  next  following  the  Annual  Meeting,  then,  unless  a  new
     agreement  pertaining  to her role as a member  of  Explorations'  board of
     directors is entered into  specifically  superceding the provisions of this
     Agreement,  this Agreement  shall be deemed to remain in effect for so long
     as Mrs. Lindsey serves as a member of Explorations' board of directors.

1.2      Earlier Termination.

(A)  Explorations  shall have the right to terminate this Agreement prior to the
     expiration of its Term,  subject to the  provisions of Section 1.3, for the
     following reasons:

     (1)  By vote of Explorations' shareholders:

          In accordance  with Section 141(k) of Delaware's  General  Corporation
          Law (and  except as  provided  therein)  and  pursuant  to Article II,
          Section  3(a) of the  By-Laws  of  Explorations  that at a meeting  of
          stockholders  called  expressly  for this  purpose,  a director may be
          removed,  with or without cause,  by the vote of the holders of 51% of
          the shares then entitled to vote at an election of directors.



                                    Page 194


<Page>


     (2)  Discontinuance of Business:

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

     (3)  Death:

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

1.3      Final Settlement.

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


                                   Article II
                       Performance of Duties as a Director

2.1      Performance of Duties

(A)  Mrs.  Lindsey shall perform her duties as a director,  including her duties
     as a member of any committee of Explorations' board of directors upon which
     she may serve,  pursuant  to the  requirements  set forth in  Explorations'
     certificate of incorporation and By-Laws (its "Constituent Documents"),  in
     good faith, in a manner she reasonably believes to be in the best interests
     of  Explortaions,  and with such care as is legally required for members of
     boards of directors  under the laws of the State of Delaware and the United
     States  Securities and Exchange  Commission,  (the  "Commission")  unless a
     higher  standard  of  care  is  specified  in   Explorations'   Constituent
     Documents.

(B)  In  performing  her  duties,  Mrs.  Lindsey  shall be  entitled  to rely on
     information,   opinions,   reports  or  statements,   including   financial
     statements and other financial data, in each case prepared or presented by:

     (1)  One or more officers or employees of  Explorations  whom Mrs.  Lindsey
          reasonably  believes  to be  reliable  and  competent  in the  matters
          presented;

     (2)  Legal counsel, public accountants or other persons as to matters which
          Mrs.   Lindsey   reasonably   believes  to  be  within  such  persons'
          professional or expert competence; or

     (3)  A committee of  Explorations'  board of directors  upon which she does
          not  serve,   duly  designated  in  accordance  with  a  provision  of
          Explorations'  certificate of incorporation or By-Laws,  as to matters
          within  its  designated   authority,   which  committee  Mrs.  Lindsey
          reasonably believes to merit confidence.

(C)  Mrs.  Lindsey shall not be considered to be acting in good faith if she has
     knowledge  concerning the matter in question that would cause such reliance
     described in Section 2.1(B) to be unwarranted.

(D)  If Mrs. Lindsey is present at a meeting of Explorations' board of directors
     at which action on any corporate matter is taken, it shall be presumed that
     she assented to the action  taken  unless she votes  against such action or
     abstains from voting in respect thereto because of an asserted  conflict of
     interest.

            Explorations Group, Inc. Agreement to Serve as Director - 2

                                    Page 195

<Page>


(E)  If Mrs. Lindsey is requested to provide  comments on any corporate  matters
     through a written  request  delivered by hand,  mail, fax or e-mail,  then,
     unless she affirmatively  provides written comments thereto or specifies in
     a written  response  that she is unable or  unwilling  to provide  comments
     thereto,  she shall be presumed to have  approved  the matter as  accurate,
     complete and not  misleading,  and if she has  indicated  her  inability or
     unwillingness  to comment on more than  three  occasions  within any fiscal
     year,  she shall be  presumed  to have  refused to perform  her duties as a
     member of  Explorations'  board of  directors  in a manner  justifying  her
     removal therefrom under this Agreement.

2.2      Director Conflicts of Interest

(A)  Neither Mrs.  Lindsey nor any affiliate of her will enter into any contract
     or other transaction with Explorations unless the fact of such relationship
     or interest is  disclosed or known to  Explorations'  board of directors or
     committee   which   authorizes,   approves  or  ratifies  the  contract  or
     transaction  and it is  approved  by a vote or consent  sufficient  for the
     purpose  without  counting  the vote or consent of Mrs.  Lindsey;  and,  if
     stockholder approval is required, the fact of such relationship or interest
     is  disclosed  or  known  to the  stockholders  entitled  to vote  and they
     authorize,  approve  or ratify  such  contract  or  transaction  by vote or
     written consent.

(B)  Mrs.  Lindsey may be counted in  determining  the presence of a quorum at a
     meeting of  Explorations'  board of directors or a committee  thereof which
     authorizes, approves or ratifies such contract or transaction.

2.3      Performance and Attendance

(A)  Mrs.   Lindsey  will  serve  on  Explorations'   board  of  directors,   on
     Explorations'  audit committee,  as chairman,  on Explorations'  regulatory
     affairs  committees,  or on  such  committees  of  Explorations'  board  of
     directors  as to which  she is  appointed  and will  discharge  her  duties
     thereunder in good faith,  using her best efforts on behalf of Explorations
     and its stockholders.

(B)  Mrs.  Lindsey shall use her best efforts to  participate in a timely manner
     in all  meetings  of  Explorations'  board of  directors  or of  committees
     thereof to which she has been  appointed or elected,  and if unavailable in
     person,  to make  arrangements  to participate by  teleconference  or other
     legally available means.

(C)  In the event  that  Mrs.  Lindsey  fails to  participate  in a  meeting  of
     Explorations'  board of directors or of committees thereof to which she has
     been appointed or elected,  Mrs.  Lindsey shall promptly  acquaint  himself
     with all matters transacted at such meeting and if practical, shall provide
     the board of directors or committee  involved with  supplemental  input and
     advice on all such matters, and if appropriate and possible,  shall request
     reconsideration of any material matters as to which her participation would
     have affected the result of actions taken.

(D)  In the event that Mrs.  Lindsey  misses  three (3) of the  regular  monthly
     meetings of  Explorations'  board of  directors,  or three (3)  consecutive
     special  meetings  of the  board of  directors,  or three  (3)  consecutive
     meetings of any committee to which she has been appointed or elected,  Mrs.
     Lindsey will be deemed to have resigned  from the board of directors  prior
     to the  expiration of the term of this  Agreement  based on an inability to
     dedicate  required time to the affairs of Explorations,  and this Agreement
     shall be presumptively be deemed the instrument of such resignation.


             Explorations Group, Inc. Agreement to Serve as Director - 3

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<PAGE>



(E)  Mrs.  Lindsey shall be responsible,  together with the other members of the
     board of  directors,  for review and  approval  prior to filing of all data
     that Explorations is required to file with the Commission,  with the United
     States Internal  Revenue Service (the "Service") and with comparable  state
     and local agencies.

(F)  If serving as a member of the regulatory affairs or audit committees,  Mrs.
     Lindsey shall be  responsible  for using  reasonable  efforts to assist its
     chairman to assure that  Explorations and all of its  subsidiaries  develop
     and implement information  gathering,  retention and transmittal procedures
     that comply  with all  applicable  legal and  auditing  requirements,  that
     Explorations  and  its  subsidiaries  promptly  transmit  required  data to
     Explorations'  auditors and legal counsel and that  Explorations'  auditors
     and legal counsel  prepare and pass upon  materials  that  Explorations  is
     required to file with the  Commission  or the Service,  on a timely  basis,
     adequate for review,  comment and correction by all appropriate  personnel,
     including  management of Explorations and its subsidiaries,  as well as the
     members of their boards of  directors,  attorneys  and  advisors,  at least
     three business days prior to the legally mandated filing dates.

(G)  If  serving  as a member  of the audit  committee,  Mrs.  Lindsey  shall be
     responsible,  together with the other members of the audit  committee,  for
     suggesting  auditor  candidates  to  Explorations'  board of directors  and
     stockholders  and for  rejecting  any auditors that any member of the audit
     committee deems unsatisfactory based on their  qualifications,  reputation,
     prices or  geographic  location,  provided that such member must specify in
     writing all  reasons  for such  rejection  and the  committee,  voting as a
     whole,  must pass upon such  rejection by majority  vote,  forwarding  such
     result to the board of directors for appropriate action.

2.4      Resignation

     Unless she is the sole serving member of Explorations'  board of directors,
Mrs.  Lindsey  may  resign  at any  time by  providing  Explorations'  board  of
directors with written notice indicating Mrs. Lindsey's  intention to resign and
the  effective  date  thereof;  provided,  however,  that  resignation,  whether
voluntary or presumptive (as provided above) shall result in a forfeiture of all
rights to compensation under this Agreement,  other than as to compensation that
has accrued pursuant to the provisions of this Agreement.


                                   Article III
                                  Compensation


3.1      Member Compensation

(A)  Mrs.  Lindsey  shall  be  compensated  for  her  services  as a  member  of
     Explorations' board of directors and committees, as follows:

     (1) (a)   For  basic  service  as  a  member  of  our  Company's  board  of
               directors,  1,250 shares of Explorations' common stock per month,
               which shall be deemed earned on the last day of the month served.

         (b)   For service on the audit or executive committee an additional 625
               shares per month, which shall be deemed earned on the last day of
               the month served.

         (c)   For service on any other  committee an additional  313 shares per
               month,  which shall be deemed earned on the last day of the month
               served.

         (d)   For service as the chair of the audit or  executive  committee an
               additional 250 shares per month,  which shall be deemed earned on
               the last day of the month served.

         (e)   For service as the chair of any other committee an additional 125
               shares per month, which shall be deemed earned on the last day of
               the month served.



             Explorations Group, Inc. Agreement to Serve as Director - 4

                                    Page 197

<PAGE>





         (f)   For  attendance  at any  meeting of the board of  directors  or a
               committee  thereof,  in  person,  an  additional  125  shares per
               meeting.

         (g)   For  attendance  at any  meeting of the board of  directors  or a
               committee  thereof,  in any  manner  other  than  in  person,  an
               additional 63 shares per meeting.

(B)  The foregoing  compensation will be subject to the condition precedent that
     Mrs.  Lindsey  comply  on  a  timely  basis  with  all  personal  reporting
     obligations to the Commission  pertaining to her role with Explorations and
     that Mrs.  Lindsey serve in the designated  positions  providing all of the
     services required thereby prudently and in good faith.

3.2      Contingent Compensation

     In addition to the compensation  described above and in Section 3.1 (unless
comparable compensation is provided for under the terms of a separate employment
or  consulting  agreement)  or  such  compensation  cannot  be paid  because  of
conflicts with applicable laws:

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

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

     (2)  If equity funding is provided  through Mrs.  Lindsey or any affiliates
          of  her,  a  discount  of 5% from  the  lowest  price  at  which  such
          securities  are  offered to any other  person for the  subject  equity
          securities  if they are  issuable  as free  trading  securities,  or a
          discount  of 25% from the lowest  price at which such  securities  are
          offered to any other person for the subject equity  securities if they
          are issuable as restricted  securities (as the term restricted is used
          for purposes of SEC Rule 144); and

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

(B)  In the event that Mrs. Lindsey arranges for an acquisition by Explorations,
     then Mrs. Lindsey will be entitled to compensation in an amount,  in shares
     of Explorations' common stock, equal to 5% of the net consideration paid by
     Explorations for such  acquisition,  provided that if such  compensation is
     payable to more than one person,  then they shall share such  compensation,
     pro rata, based on the nature of their entitlement to such compensation.

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

3.3      Exempt Nature of Securities to be Issued

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



             Explorations Group, Inc. Agreement to Serve as Director - 5

                                    Page 198

<PAGE>



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

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

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

(D)  Mrs.  Lindsey  is  acquiring  the  Securities  for  her  own  account,  for
     investment  purposes  only,  and  not  with  a  view  to  further  sale  or
     distribution; and

(E)  Mrs.  Lindsey  or  her  advisors  have  examined   information   concerning
     Explorations   contained   on  the   Commission's   Internet  web  site  at
     www.sec.gov,  in the EDGAR  archives,  as well as  Explorations'  books and
     records and have questioned Explorations' officers and directors as to such
     matters involving Explorations as Mrs. Lindsey deemed appropriate.

3.4      Indemnification.

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


                                  Article Four
                                Special Covenants

4.1      Confidentiality.

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

4.2      Special Remedies.

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



           Explorations Group, Inc. Agreement to Serve as Director - 6

                                    Page 199

<PAGE>




(A)  Mrs.  Lindsey  hereby  consents to the  issuance of a permanent  injunction
     enjoining  her from  any  violations  of the  covenants  set  forth in this
     Article Four; and

(B)  Because it is impossible to ascertain or estimate the entire or exact cost,
     damage or injury  which  Explorations  may sustain  prior to the  effective
     enforcement of such injunction, Mrs. Lindsey hereby covenants and agrees to
     pay over to  Explorations,  in the event she  violates  the  covenants  and
     agreements contained in this Article Four, the greater of:

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

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

4.3      Cumulative Remedies.

     Mrs.  Lindsey  hereby  irrevocably  agrees that the  remedies  described in
Section 4.2 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which  Explorations is or may be entitled,  whether at law
or in equity, under or pursuant to this Agreement.

4.4      Acknowledgment of Reasonableness.

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

4.5      Unauthorized Acts.

     Mrs.  Lindsey  hereby  covenants and agrees that she will not do any act or
incur any obligation on behalf of Explorations of any kind whatsoever, except as
expressly  authorized by its board of directors or by its stockholders  pursuant
to duly adopted stockholder action.

4.6      Covenant not to Disparage.

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




             Explorations Group, Inc. Agreement to Serve as Director - 7

                                    Page 200

<PAGE>



                                    Article V
                  Agreement to Comply with Legal Restrictions.

5.1      Explorations Securities.

(A)  Mrs.  Lindsey  is the  record  and  beneficial  owner  of the  Explorations
     securities shown on the signature page hereto, which at the date hereof are
     free  and  clear  of  any  liens,   claims,   options,   charges  or  other
     encumbrances;  does not beneficially own any other Explorations securities;
     and has full  power and  authority  to make,  enter  into and carry out the
     terms of this Agreement.

(B)  Mrs. Lindsey agrees that any Explorations  securities that she purchases or
     with respect to which she otherwise acquires record or beneficial ownership
     after the date of this Agreement ("New  Explorations  Securities") shall be
     subject to the terms and conditions of this Agreement to the same extent as
     if they were owned prior to the effective date of this Agreement.

(C)  Mrs.  Lindsey has full power and  authority to execute this  Agreement,  to
     make the representations,  warranties and covenants herein contained and to
     perform all of the obligations hereunder.

(D)  Mrs. Lindsey has no present plan or intention (a "Plan") to sell, transfer,
     exchange,  pledge  or  otherwise  dispose  of,  including  by  means  of  a
     distribution  by a  partnership  to its partners,  or a corporation  to its
     stockholders,  or any other transaction which results in a reduction in the
     risk of  ownership  (any of the  foregoing  being  hereinafter  referred to
     generically as a "Sale") of any of the  Explorations  securities  that Mrs.
     Lindsey currently owns or may acquire during the term of this Agreement, or
     any  securities  that may be paid as a dividend  or  otherwise  distributed
     thereon  with  respect  thereto  or  issued or  delivered  in  exchange  or
     substitution therefor.

(E)  If any of Mrs. Lindsey's representations in this Agreement cease to be true
     at any time during the term of this Agreement, Mrs. Lindsey will deliver to
     Explorations'   general  counsel  a  written   statement  to  that  effect,
     specifying the nature of the change signed by Mrs. Lindsey.

5.2      Transfer or Encumbrance.

(A)  Mrs. Lindsey agrees not to transfer,  sell,  exchange,  pledge or otherwise
     dispose of or encumber Mrs.  Lindsey's  Explorations  securities or any New
     Explorations Securities acquired or to make any offer or agreement relating
     thereto during the time that Mrs. Lindsey serves on Explorations'  board of
     directors  and for an  additional  period of 90 days after the term of this
     agreement, except:

     (1)  During such periods  following the filing by  Explorations  of reports
          with the Commission as may be determined by the regulatory  compliance
          committee  of  Explorations'  board of  directors  to provide  current
          information  required to avoid  violation  of  restrictions  under the
          Securities Act and the Securities and Exchange Commission Exchange Act
          of 1934, as amended (the "Exchange  Act"),  against  trading on inside
          information.

     (2)  In full compliance with the requirements of:

          (a)  Rule 144 promulgated by the Commission under authority granted by
               the Securities Act;

          (b)  Sections   13D  and  16(a)  of  the   Exchange   Act,   including
               requirements pertaining to timely filing of Commission Forms 3, 4
               and 5 or Schedule 13-D; and

     (3)  In full  compliance  with the procedures  established by  Explorations
          (including  requirements  imposed upon its  transfer  agent) to assure
          compliance with the foregoing.



             Explorations Group, Inc. Agreement to Serve as Director - 8

                                    Page 201


<PAGE>



(B)  No  transactions  permitted  pursuant to Section  5.2(A)  shall be effected
     until:

     (1)  Legal  counsel  representing  Mrs.  Lindsey  (which  legal  counsel is
          reasonably   satisfactory   to   Explorations)   shall  have   advised
          Explorations in a written opinion letter  satisfactory to Explorations
          and Explorations'  legal counsel,  and upon which Explorations and its
          legal counsel may rely, that no registration  under the Securities Act
          is required in connection  with the proposed  sale,  transfer or other
          disposition  and  that  all  requirements   under  the  Exchange  Act,
          including Sections 13 and 16 thereof have been complied with; or

     (2)  A  registration  statement  under  the  Securities  Act  covering  the
          Explorations'  stock  proposed to be sold,  transferred  or  otherwise
          disposed of,  describing  the manner and terms of the  proposed  sale,
          transfer or other  disposition,  and containing a current  prospectus,
          shall have been filed with the Commission and made effective under the
          Securities Act; or

     (3)  An authorized  representative  of the  Commission  shall have rendered
          written  advice  to  Mrs.  Lindsey  (sought  by   Director-Nominee  or
          Director-Nominee's  legal  counsel,  with a copy thereof and all other
          related  communications  delivered to Explorations) to the effect that
          the  Commission  would  take no  action,  or  that  the  staff  of the
          Commission  would not recommend that the  Commission  take any action,
          with respect to the proposed disposition if consummated; or

     (4)  Explorations'  general counsel and president  shall have  specifically
          consented  to  the  transaction  in  writing   pursuant  to  authority
          delegated in a specific resolution of the regulatory affairs committee
          of Explorations' board of directors.

(C)  Mrs.  Lindsey also understands and agrees that  stop-transfer  instructions
     will be given to Explorations'  transfer agent with respect to certificates
     evidencing her Explorations securities and that there will be placed on the
     certificates  evidencing her  Explorations  securities  legends  stating in
     substance:  "The  securities  represented by this  certificate  were issued
     without  registration  under the  Securities  Act of 1933,  as amended,  or
     comparable  state laws in reliance on the provisions of Section 4(1),  3(b)
     or 4(2) of such act, and comparable  state law provisions or they have been
     held by a person  deemed a control  person  under  Commission  Rule 144 and
     subject to reporting  obligations under Section 13D of the Exchange Act and
     to reporting  obligations and trading  restrictions  under Section 16(a) of
     the Exchange  Act.  These  securities  may not be  transferred,  pledged or
     hypothecated  unless they are first registered  under  applicable  federal,
     state or foreign laws, or the transaction is demonstrated to be exempt from
     such requirements to the Company's satisfaction,  and, all required reports
     pertaining  thereto,  including  Commission  Forms  3,  4,  5 and  144  and
     Commission Schedule 13D have been filed with the Commission."

5.3      No Proxy Solicitations.

     Mrs. Lindsey will not, and will not permit any entity under her control to:

(A)  Solicit  proxies or become a  "participant"  in a  "solicitation"  (as such
     terms are defined in Regulation 14A under the Exchange Act) with respect to
     any meetings of Explorations' stockholders;

(B)  Initiate  a  stockholders'  vote  or  action  by  consent  of  Explorations
     stockholders with respect to any stockholders' action; or

(C)  Become a member of a "group" (as such term is used in Section  13(d) of the
     Exchange Act) with respect to any voting securities of Explorations.



             Explorations Group, Inc. Agreement to Serve as Director - 9

                                    Page 202

<PAGE>


5.4      No Limitation on Discretion as Director.

     This  Article  Five is  intended  solely to apply to the  exercise  by Mrs.
Lindsey  in  her  individual  capacity  of  rights  attaching  to  ownership  of
Explorations  securities,  and nothing herein shall be deemed to apply to, or to
limit in any manner the  discretion of Mrs.  Lindsey with respect to, any action
which may be taken or  omitted  by her  acting in her  fiduciary  capacity  as a
member of Explorations' board of directors or any committee thereof.

                                   Article VI
                                  Miscellaneous

6.1      Notices.

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

                                To Mrs. Lindsey :
               At the contact information provided in Section 6.19

                                To Explorations:
                            Explorations Group, Inc.
                     2500 North Military Trail, Suite 225-D;
                           Boca Raton, Florida 33431
                 Telephone (561) 997-1188, Fax (561) 998-3425;
                          and, e-mail bestzmom@aol.com
                     Attention: Michelle Tucker, President;

                                 with a copy to

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

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

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

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

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

6.2      Amendment.

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

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



             Explorations Group, Inc. Agreement to Serve as Director - 10

                                    Page 203

<PAGE>



6.3      Merger.

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

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

6.4      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.

6.5      Severability.

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

6.6      Governing Law.

     This Agreement shall be governed by and construed, interpreted and enforced
in accordance  with the laws of the State of Delaware,  except for any choice of
law  provisions  that  would  result in the  application  of the law of  another
jurisdiction,  and  except  for laws  involving  the  fiduciary  obligations  of
Explorations'  officers  and  Director-Nominees,  which shall be governed  under
Florida law.

6.7      Third Party Reliance.

     Legal counsel to and  accountants for the Parties shall be entitled to rely
upon this Agreement.

6.8      Venue.

     Any  proceeding  arising  between the Parties in any matter  pertaining  or
related to this  Agreement  shall,  to the extent  permitted  by law, be held in
Broward County, Florida.

6.9      Litigation.

(A)  In any action  between  the  Parties  to  enforce  any of the terms of this
     Agreement or any other matter arising from this  Agreement,  the prevailing
     Party  shall be  entitled  to  recover  its costs and  expenses,  including
     reasonable   attorneys'   fees  up  to  and  including  all   negotiations,
     proceedings and appeals, whether or not 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
               Mediation,  Inc., a mediation service in Broward County, Florida,
               to be selected by lot from four alternatives to be provided,  two
               by Explorations and two by Mrs. Lindsey .

         (b)   The mediation efforts shall be concluded within ten business days
               after their initiation unless the Parties unanimously agree to an
               extended mediation period;




             Explorations Group, Inc. Agreement to Serve as Director - 11

                                    Page 204

<PAGE>




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

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

          (b)  Expenses of mediation, if unsuccessful,  and of arbitration shall
               be borne by the Party  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  of
               arbitration shall be borne equally by the Parties.

6.10     Benefit of Agreement.

(A)  This  Agreement  may not be  assigned  by Mrs.  Lindsey  without  the prior
     written consent of Explorations.

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

6.11     Interpretation.

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

(B)  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.

(C)  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.

(D)  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.

(E)  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.

6.12     Further Assurances.

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


             Explorations Group, Inc. Agreement to Serve as Director - 12

                                    Page 205

<PAGE>



6.13     Status.

     Nothing in this Agreement shall be construed or shall constitute an agency,
employment, partnership, or joint venture relationship.

6.14     Counterparts.

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

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

6.15     License.

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

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

6.16     Waiver.

     No waiver by any party  hereto  of any  condition  or of any  breach of any
provision of this Agreement  shall be effective  unless in writing and signed by
each party hereto.

6.17     Indemnification.

(A)  Each Party hereby  irrevocably agrees to indemnify and hold the other Party
     harmless from any and all liabilities and damages (including legal or other
     expenses  incidental  thereto),  contingent,  current, or inchoate to which
     that  Party  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.

6.18     Consultation with Counsel.

     Mrs.   Lindsey  has  carefully   read  this  Agreement  and  discussed  its
requirements and other applicable  limitations upon the sale,  transfer or other
disposition of Explorations securities to the extent she felt necessary with her
own legal counsel.

6.19     Information Concerning Mrs. Lindsey's Share Ownership.

(A)  Explorations  securities  beneficially owned by Mrs. Lindsey as of the date
     of this agreement:

     (1)  12,500 shares of Explorations common stock; and

     (2)  ___________  shares of  Explorations  common stock subject to options,
          warrants or other rights; and

     (3)  ___________ other Explorations  securities,  as specifically described
          in exhibit 6.19 annexed hereto and made a part hereof, if any.

             Explorations Group, Inc. Agreement to Serve as Director - 13

                                    Page 206

<PAGE>




(B)  (1)  Domicile  Address:  340 Southeast 55th Avenue, Ocala, Florida 34471
          Street address,  City,  Zip code

     (2)  Telephone,   fax  and  e-mail:  (352) 494-6661;   (352)  694-1325  and
          operations@yankeecompanies.com

     IN  WITNESS  WHEREOF,  Mrs.  Lindsey  and  Explorations  have  caused  this
Agreement  to be  executed by  themselves  or their duly  authorized  respective
officers, effective as of the last date set forth below:

Signed, sealed and delivered
         In Our Presence:

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

/s/ Sally Ann Stroberg /s/
----------------------------                        /s/ Vanessa H. Lindsey /s/
                                                        Vanessa H. Lindsey
Dated:   April 8, 2002

/s/ Nancy Molinari /s/                              Explorations Group, Inc.
----------------------------

/s/ Marc Frankel /s/
----------------------------                  By:  /s/ Michelle Tucker /s/
                                                      Michelle Tucker, President
         (Corporate Seal)

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

Dated:   April 8, 2002

             Explorations Group, Inc. Agreement to Serve as Director - 14

                                    Page 207

<PAGE>



Section 6.19 reads as follows for:
Michelle Tucker

6.19     Information Concerning Mrs. Lindsey's Share Ownership.

(A)  Explorations  securities  beneficially owned by Mrs. Lindsey as of the date
     of this agreement:

     (1)  514,000  shares of Explorations common stock; and

     (2)  _______  shares of  Explorations  common stock subject to options,
          warrants or other rights; and

     (3)  200,000 other Explorations  securities,  as specifically  described in
          exhibit 6.19 annexed  hereto and made a part  hereof,  if any.  Shares
          held by Blue Lake Capital corp., which I am President of.

(B)  (1)  Domicile Address:  2500 North Militry Trail,  Suite 225-D, Boca Raton,
          Florida 33431 Street address, City, Zip code

     (2)  Telephone,   fax  and  e-mail:   (561)   998-2025,   (561)   998-4635,
          michelle@popstarzinc.com


Section 6.19 reads as follows for:
Steven Adelstein

6.19     Information Concerning Mrs. Lindsey's Share Ownership.

(A)  Explorations  securities  beneficially owned by Mrs. Lindsey as of the date
     of this agreement:

     (1)  0  shares of Explorations common stock; and

     (2)  0  shares of  Explorations  common stock subject to options,
          warrants or other rights; and

     (3)  0 other Explorations  securities,  as specifically described
          in exhibit 6.19 annexed hereto and made a part hereof, if any.

(B)  (1)  Domicile  Address,  Street address,  City, Zip code: 3200 West Oakland
          Park Boulevard, Lauderdale Lakes, Florida 33311

     (2)  Telephone, fax and e-mail:(954) 745-0077, (954) 745-0078






          Explorations Group, Inc. Agreement to Serve as Director - 15

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