Revolving Loan Agreement

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

                                    Preamble:

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

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

          Whereas,  the Parties entered into a loan agreement on or about, April
          9, 2002 (the "Original  Agreement") and  Explorations and Yankcorp are
          parties to a consulting  agreement  that entitled  Yankcorp to acquire
          20%  of  Explorations   outstanding   and  reserved   securities  (the
          "Consulting  Agreement"),  which the  Parties and  Yankcorp  desire to
          consolidate  into one  instrument,  as set forth below by amendment to
          the Original  Agreement and cancellation of the Consulting  Agreement,
          on the terms set forth below:

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

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

                                   Witnesseth:

1.        Definitions & Interpretation

    (a)   Definitions:

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

          (1)  Accredited Investor:

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

          (2)  Affiliate:

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

          (3)  Blue Sky Laws:

               State  securities  laws,  regulations,  rules  and  judicial  and
               administrative decisions pertaining thereto.

          (4)  Explorations:

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


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          (5)  Explorations Financial Statements:

               Financial  statements,  including  all related  schedules and the
               notes thereto,  of Explorations  included in  Explorations'  last
               disclosure document complying with the requirements of Commission
               Rule 15c2-11,  until such time as Explorations  registers a class
               of  securities  with the  Commission  under  Section 12(g) of the
               Securities Act, and thereafter,  the term "Financial  Statements"
               will mean Financial  statements,  including all related schedules
               and the notes thereto, of Explorations  included in Explorations'
               last  report  filed on  Commission  Form  10-KSB;  the reports on
               Commission Form 10-QSB filed subsequent thereto and the financial
               statements for subsidiaries subsequently acquired by Explorations
               included in current  reports on  Commission  Form 8-K filed since
               the dates of the Subsequent  Quarterly  Reports (the  "Subsequent
               Current   Reports");   all  such   financial   statements   being
               hereinafter  collectively  and  generically  referred  to as  the
               "Explorations Financial Statements."

          (6)  Capital Stock:

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

          (7)  Preferred Stock:

               The  shares  of  Explorations'  Class A  Non-Voting,  Convertible
               Preferred Stock.

          (8)  Collateral:

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

          (9)  Code:

               The Internal Revenue Code of 1986, as amended.

          (10) Commission:

               The United States Securities and Exchange Commission.

          (11) Consulting Agreement:

               The  instrument  creating the rights granted by  Explorations  to
               Yankcorp to acquire 20% of  Explorations  equity  securities  for
               $50,000, a copy of which is annexed hereto and made a part hereof
               as exhibit 1(a)-33.

          (12) Control Person:

               Any person who would be deemed a control person under Item 401(d)
               of Commission Regulation SB.

          (13) Convertible Bonds:

               The $50,000 in principal amount of negotiable  promissory  notes,
               secured by all of Explorations' assets as undivided beneficiaries
               with the  holders of the Notes,  which are,  at the option of the
               holder,  convertible into either shares of  Explorations'  Common
               Stock or Preferred Stock, as described in this Agreement.

          (14) Default:

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

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

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



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

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

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

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

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

               (H)  The dissolution of Explorations;

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

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

          (15) Exchange Act:

               The Securities Exchange Act of 1934, as amended.

          (16) Exchange Act Reports:

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

          (17) GAAP:

               Generally accepted accounting principles, consistently applied.

          (18) Initial Funding Installment:

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

          (19) IRS:

               The United States Internal Revenue Service.

          (20) Knowledge:

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

          (21) Loans:

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

          (22) Material:

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



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          (23) NASD:

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

          (24) Note(s):

               The negotiable instruments in the form of promissory notes issued
               to evince the Loans (other than the Convertible Bonds).

          (25) Obligations:

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

          (26) OTC Bulletin Board:

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

          (27) Reserved Common Stock:

               Common Stock which  Explorations  has a legal obligation to issue
               based on the occurrence of conditions or events,  e.g.,  options,
               warrants,  convertible securities,  employment bonus obligations,
               antidilutive  rights,  etc.,  excluding the obligations under the
               Convertible Bonds.

          (28) Secured Obligations:

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

          (29) Securities Act:

               The Securities Act of 1933, as amended.

          (30) Subsequent Current Reports:

               Explorations'  reports  on  Commission  Form 8-K filed  after the
               Subsequent  Quarterly  Reports  but  prior  to the  date  of this
               Agreement (if any).

          (31) Subsequent Quarterly Reports:

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

          (32) Substantial Compliance:

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

          (33) Tax:

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


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          (34) Yankcorp:

               The Yankee Companies, Inc., a Florida corporation.

    (b)  Interpretation:

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

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

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

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

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

2.       Loans.

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

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

    (b)   Loans hereunder will be made in $1,000 increments,  and each loan will
          be  secured  as  provided  by an  undivided  interest  in the  form of
          security  agreement  annexed  hereto and made a part hereof as exhibit
          2(b)-1 (the "Security  Agreement") and represented by its own separate
          negotiable  Convertible Bond or Note, in either case, each in the form
          annexed  hereto and made a part hereof as exhibits  2(b)-2 and 2(b)-3,
          respectively.

    (c)   Each Note will be:

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

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



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    (d)   Each Convertible  Bond will be identical to the Notes,  except that it
          will be:

          (1)  For a term of 730 days;

          (2)  Be  convertible  at the holder's  option  during such term,  into
               shares  of  Common  Stock or shares  of  Preferred  Stock,  in an
               aggregate  amount  equal to the ratio that the  principal  of the
               Convertible  Bond divided by $50,000 bears to 25% of the total of
               Explorations'  outstanding or Reserved Common Stock,  immediately
               prior  to  conversion  of the  final  $0.01 in  principal  of the
               Convertible Bonds, so that immediately following full conversion,
               the Common Stock issued (or issuable,  to the extent  Convertible
               Bonds were  converted  into  Preferred  Stock)  will equal 20% of
               Explorations' outstanding or Reserved Common Stock.

          (3)  $50,000 in loans will be allocated  to purchase  the  Convertible
               Bonds.

          (4)  The  Convertible  Bonds  will  be  non-redeemable  and may not be
               prepaid.

          (5)  The Convertible Bonds will be issued in such denominations as the
               holder may require,  and the  securities  into which they will be
               converted,  Common Stock or Preferred Stock will be designated by
               the holder.

    (e)      Status as Securities

          (1)  The Parties acknowledge that the Notes and the Convertible Bonds,
               as well as the  shares of Common  Stock or  Preferred  Stock into
               which the  Convertible  Bonds  may be  converted  all  constitute
               securities  under the  Securities Act and Blue Sky Laws, but that
               none of them will be registered  under the Securities Act or Blue
               Sky Laws, based on applicable exemptions  therefrom,  expected to
               be provided by Sections 3(b),  4(2) or 4(6) of the Securities Act
               and Section  517.061(11)  of the Florida  Securities and Investor
               Protection Act.

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

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

    (h)   In  consideration  for the rights granted by  Explorations  to Yankees
          under the Convertible Bonds,  Yankcorp hereby  relinquishes all rights
          under the Consulting Agreement.

3.       Term.

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

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

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



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

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

4.       Right of First Refusal

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

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

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

          (1)  Consent to the proposed funding;

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

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

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

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

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

5.       Conditions Precedent.

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

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

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



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

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

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

6.       Mandatory Prepayment in the Event of Loss;  Loan Repayment.

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

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

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

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

          (2)  Multiplying the resultant fraction by 10%;

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

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

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


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7.       Place of Payments.

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

8.       Late Payments & Other Charges.

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

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

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

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

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

9.       Assignment, Grant of Security Interest & Limited Subordination.

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

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

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

    (c)  Notwithstanding the foregoing:

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

                                 Loan Agreement - 9

                                    Page 217

<PAGE>



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

10.      Rights and Powers with Respect to the Collateral.

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

11.      Assignments, Encumbrances, Transfers.

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

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

12.      Acknowledgments, Representations and Warranties.

    (a)  Explorations acknowledges, represents and warrants that:

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

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

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

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


                                 Loan Agreement - 10

                                    Page 218

<PAGE>



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

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

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

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

(b)      Yankees:

         (1)   Acknowledges  that neither the Notes,  the Convertible  Bonds nor
               the  securities  to be issued on  conversion  of the  Convertible
               Bonds have been registered  under the Securities Act or under any
               Blue Sky Laws.

         (2)   Yankees  will not  sell or  otherwise  transfer  the  Notes,  the
               Convertible  Bonds nor the securities issued on conversion of the
               Convertible Bonds without  registration  under the Securities Act
               or applicable state securities laws or an exemption therefrom.

         (3)   Yankees   represents  that  it  is  purchasing  the  Notes,   the
               Convertible  Bonds and the  securities to be issued on conversion
               of the Convertible Bonds for its own account,  for investment and
               not with a view to resale or  distribution  except in  compliance
               with the Securities Act.

         (4)   Yankees  has not  offered or sold any  portion of the Notes,  the
               Convertible Bonds or the securities to be issued on conversion of
               the Convertible  Bonds being  acquired,  or does Yankees have any
               present  intention of dividing the Notes,  the Convertible  Bonds
               nor the securities to be issued on conversion of the  Convertible
               Bonds  with  others  or of  selling,  distributing  or  otherwise
               disposing  of any  portion  of the  securities  to be  issued  on
               conversion of the Convertible Bonds either currently or after the
               passage  of a fixed or  determinable  period  of time or upon the
               occurrence  or  non-occurrence  of  any  predetermined  event  or
               circumstance in violation of the Securities Act.

         (5)   Recognizes that an investment in the Notes, the Convertible Bonds
               and the securities to be issued on conversion of the  Convertible
               Bonds involves  substantial  risks,  including loss of the entire
               amount of such investment.

         (6)   Acknowledges that each certificate representing the securities to
               be issued on conversion of the Convertible Bonds shall be stamped
               or  otherwise  imprinted  with  a  legend  substantially  in  the
               following form: "The securities evidenced by this certificate may
               not be offered or sold,  transferred,  pledged,  hypothecated  or
               otherwise  disposed  of  except  (i)  pursuant  to  an  effective
               registration  statement  under  the  Securities  Act of 1933,  as
               amended,  (ii) to the  extent  applicable,  rule  144  under  the
               Securities  Act (or any similar  rule under such act  relating to
               the  disposition  of  securities),  or (iii) if an exemption from
               registration under such act is available."



                                 Loan Agreement - 11

                                    Page 219

<PAGE>



13.      Default;  Remedies.

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

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

14.      Application of Proceeds.

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

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

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

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

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

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

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

15.      Receipt of Funds by Explorations.

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

16.      Further Assurances.

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


                                 Loan Agreement - 12

                                    Page 220

<PAGE>



17.      Financials.

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

18.      Dispute Resolution.

    (a)   In any action  between the Parties to enforce any of the terms of this
          Agreement  or any  other  matter  arising  from  this  Agreement,  any
          proceedings  pertaining  directly  or  indirectly  to  the  rights  or
          obligations  of the  Parties  hereunder  will,  to the extent  legally
          permitted,  be held in Broward  County,  Florida,  and the  prevailing
          Party will be entitled to recover  its costs and  expenses,  including
          reasonable  attorneys'  fees  up to and  including  all  negotiations,
          trials  and  appeals,  whether  or  not  any  formal  proceedings  are
          initiated.

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

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

              (B)   The mediation  efforts will be concluded within ten business
                    days after their initiation  unless both Parties agree to an
                    extended mediation period;

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

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

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

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



                                 Loan Agreement - 13

                                    Page 221

<PAGE>



    (c)      Jurisdiction.

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

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

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

19.      Miscellaneous.

    (a)      No Waiver; Cumulative Remedies.

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

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

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

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

    (b)      Notices.

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

         (2)   Notices will initially be addressed as follows:

               (A)  To Explorations :

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




                                 Loan Agreement - 14

                                    Page 222

<PAGE>



               (B)  To 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;


               (C)  To Yankcorp

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


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

         (4)   (A)  The Parties  acknowledge that Yankees has acted as scrivener
                    for the  Parties  in this  transaction  but that  Yankees is
                    neither a law firm nor an agency subject to any professional
                    regulation or oversight.

               (B)  Because of the  inherent  conflict  of  interests  involved,
                    Yankees has advised Explorations to retain independent legal
                    counsel  to  review  this  Agreement  and its  exhibits  and
                    incorporated   materials   on  its   behalf,   the   Parties
                    acknowledge  that attorney Kevin W. Dornan has reviewed this
                    Agreement solely on behalf of Yankees and Yankcorp.

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

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

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

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

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

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

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

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


                                 Loan Agreement - 15

                                    Page 223

<PAGE>


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

    (d)   Survival of Representations and Warranties.

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

    (e)   Amendments.

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

    (f)   Counterparts & Facsimile Execution.

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

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

    (g)   Successors or Assigns.

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

    (h)   Governing Law.

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

    (i)   Severability & Reconstruction.

          (1)  If  any  provision  or  any  portion  of any  provision  of  this
               Agreement,  or the  application  of such provision or any portion
               thereof to any  person or  circumstance  will 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,  will not be affected
               thereby.


                                 Loan Agreement - 16

                                    Page 224

<PAGE>


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

    (j)      License.

          (1)  This Agreement is the property of Yankees.

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

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

Signed, Sealed and Delivered
         In Our Presence

/s/ Nancy Molinari /s/                              Explorations Group, Inc.
_______________________________
/s/ Marck Frankel /s/
_______________________________              By:  /s/ Michelle Tucker /s/
                                                      Michelle Tucker, President
Dated:   May 6, 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 6th 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  Agreement on behalf of
Explorations  ,  effective  as of the  date set  forth  therein.  My  commission
expires: 04/26/04

[Notarial Seal]                                    /s/ Charles J. Scimeca /s/
                                                            Notary Public

/s/ Nancy Molinari /s/                             The Yankee Companies, Inc.
_______________________________
/s/ Marc Frankel /s/
_______________________________         By:  /s/ Leonard Miles Tucker /s/
                                                 Leonard Miles Tucker, President
Dated:   May 6, 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 6th day of May,  2002,  Leonard  Miles  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,  respectively,  of The  Yankee
Companies,  Inc,  a  Florida  corporation  ("Yankcorp"),  and that  pursuant  to
authority duly delegated by its board of directors,  they executed the foregoing
Agreement on behalf of Yankcorp,  effective as of the date set forth therein. My
commission expires: 04/26/02

         [Notarial Seal]                          /s/ Charles J. Scimeca /s/
                                                            Notary Public


                                 Loan Agreement - 17

                                    Page 225

<PAGE>





/s/ Nancy Molinari /s/                             The Yankee Companies, LLC.
__________________________
/s/ Marc Frankel /s/                    By:     /s/ Leonard Miles Tucker /s/
__________________________                          Leonard Miles Tucker
                                                Chief Executive Officer & Member
Dated:   May 6, 2002
                                      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 6th day of May,  2002,  Leonard  Miles  Tucker  and  Vanessa  H.
Lindsey,  known to me who,  being duly  sworn,  did state that they are the duly
elected and serving chief executive officer and secretary,  respectively, of The
Yankee Companies,  LLC., a Florida limited liability  company  ("Yankees"),  and
that  pursuant to authority  duly  delegated by its members,  they  executed the
foregoing  Agreement  on behalf of Yankees,  effective  as of the date set forth
therein. My commission expires: 04/26/02

         [Notarial Seal]                        /s/ Charles J. Scimeca /s/
                                                      Notary Public



                                 Loan Agreement - 18

                                    Page 226

<PAGE>



                                 Exhibit 2(b)-1
                           Form of Security Agreement

                               Security Agreement

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

                                   Witnesseth

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

1.       Definitions:

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

2.        Assignment of Collateral:

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

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

3.       Restraint:

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

4.       Office:

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

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


                                    Page 227

<PAGE>


5.        Documents:

          Explorations will promptly:

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

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

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

6.       Indemnification:

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

7.       Insurance:

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

    (b)   (1)  The premiums for all such insurance will be paid by  Explorations
               not later than five (5) days before the same are due.

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

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

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

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


                               Security Agreement - 1

                                    Page 228

<PAGE>



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

8.       Covenants:

         Explorations covenants and agrees that it will:

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

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

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

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

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

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

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

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

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



                               Security Agreement - 2

                                    Page 229

<PAGE>



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

9.       No Exemption:

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

10.      Conveyance:

    (a)   The sale, lease, transfer or other conveyance of the Collateral or any
          part  thereof to another  party or parties  without the prior  written
          consent of Yankees  will,  at Yankees'  option,  constitute  a Default
          under this  Agreement.  No Collateral  will be removed,  demolished or
          substantially altered without the prior written consent of Yankees.

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

11.      Encumbrances:

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

12.      Lawful Purpose:

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

13.      Default:

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

14.      Other Actions:

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

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

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


                               Security Agreement - 3

                                    Page 230

<PAGE>


15.      Costs:

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

16.      Waiver:

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

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

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

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

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

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

17.      Miscellaneous:

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




                               Security Agreement - 4

                                     Page 231


<PAGE>



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

Signed, Sealed and Delivered
         In Our Presence

 /s/ Nancy Molinari /s/                           Explorations Group, Inc.
_______________________________
/s/ Marc Frankel /s/
_______________________________           By:     /s/ Michelle Tucker /s/
                                                      Michelle Tucker, President
Dated:   May 6, 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 6th 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  Agreement 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


/s/Nancy Molinari /s/                          The Yankee Companies, LLC.
_______________________________
/s/Marc Frankel /s/
_______________________________       By:     /s/ Leonard Miles Tucker /s/
                                                  Leonard Miles Tucker
                                                 Chief Executive Officer
Dated:   May 6, 2002
                                     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 6th of May, 2002, Leonard Miles Tucker and Vanessa H.
Lindsey, known to me who, being duly sworn, did state that they are the duly
elected and serving chief executive officer and secretary, respectively, of The
Yankee Companies, LLC., a Florida limited liability company ("Yankees"), and
that pursuant to authority duly delegated by its members, they executed the
foregoing Agreement on behalf of Yankees, effective as of the date set forth
therein. My commission expires: 04/26/02

         [Notarial Seal]                          /s/ Charles J. Scimeca /s/
                                                        Notary Public



                               Security Agreement - 5

                                     Page 232

<PAGE>


/s/ Nancy Molinari /s/                              The Yankee Companies, Inc.
______________________________
/s/ Marc Frankel /s/
______________________________             By:      /s/ Leonard Miles Tucker /s/
                                                        Leonard Miles Tucker
                                                    Chief Executive Officer
Dated:   May 6, 2002
                                      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 6th of May,  2002,  Leonard  Miles Tucker and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  chief  executive  officer and  secretary,  respectively,  of The Yankee
Companies,  Inc.,  a Florida  corporation  ("Yankcorp"),  and that  pursuant  to
authority duly delegated by its members,  they executed the foregoing  Agreement
on behalf of Yankcorp, effective as of the date set forth therein. My commission
expires:  04/26/04

         [Notarial Seal]                       /s/ Charles J. Scimeca /s/
                                                       Notary Public




                               Security Agreement - 6

                                    Page 233


<PAGE>
                                 Exhibit 2(b)-2
                            Form of Convertible Bond

                            Explorations Group, Inc.
                            (a Delaware corporation)

                                Bond Number 001

                      Class A, Series A, Convertible Bond

$_______________                              ___________________, 200__

     FOR VALUE  RECEIVED,  Explorations  Group,  Inc.,  a  Delaware  corporation
currently  seeking to register a class of securities  under Section 12(g) of the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  and with
offices at 2500 N. Military Trail,  Suite 225-D, Boca Raton,  Florida 33431 (the
"Issuer"),  promises to pay to the order of The Yankee Companies, LLC, a Florida
limited  liability company with offices located at the Crystal Corporate Center;
2500 North  Military  Trail,  Suite 225,  Boca  Raton,  Florida  33431 and whose
federal  employer   identification  number  is  59-3752068  ("Yankees,"  Yankees
together  with  all  successors  in  interest  to  its  rights  hereunder  being
collectively  and generically  referred to as the "Bond  Holder[s];" the Issuer,
Yankees and the Bond Holders  being  hereinafter  collectively  and  generically
referred to with their  successors in interest as the "Parties"):  the principal
sum of $_______,  together with interest thereon  commencing on the date of this
instrument (the "Bond") at the annualized rate of 2% over the prime rate charged
during the subject period by Citibank,  N.A. (New York City) to its most favored
corporate borrowers for unsecured obligations having a term of one year or less;
at the Issuer's  offices,  or such other  address as the Bond Holder may provide
for such purpose, subject to the following terms:

                                      TERMS

1.       Basic Terms:

(a)      Definitions:

     The  following  terms  or  phrases,  as used in this  Bond,  will  have the
following meanings:

(1)  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" will 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




                                    Page 234


<PAGE>

     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 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.

(2)  Blue Sky:      The  phrase  used to  indicate  state  laws and  regulations
                    governing  securities  transactions  and participants in the
                    securities industry.

(3)  Capital Stock: Equity  securities  of all classes  and  series,  including,
                    without limitation, common stock and preferred stock

(4)  Code:          The Internal Revenue Code of 1986, as amended.

(5)  Commission:    The United States Securities and Exchange Commission.

(6)  EDGAR:         The  Commission's  electronic  data  gathering and retrieval
                    system accessible by the public at the Commission's  website
                    located at http://www.sec.gov.

(7)  Exchange Act:  The Securities Exchange Act of 1934, as amended.

(8)  Florida Act:   The Florida Securities and Investor Protection Act.



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<PAGE>

(9)  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  will  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. (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  will  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 will 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  will
                    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 .... (6) In the
                    case  of  an  issuer  that  is  subject  to  the   reporting
                    requirements  of  Section  13 or  15(d)  of  the  Securities
                    Exchange Act of 1934, the provisions of paragraph  (5)(b) of
                    this  rule  will  be  deemed   satisfied  by  providing  the
                    following:  (a)  The  information  contained  in the  annual
                    report  required to be filed under the  Securities  Exchange
                    Act of 1934 or a  registration  statement  on Form S_1 under
                    the  Securities  Act of 1933,  whichever  filing is the most
                    recent required to be filed,  and the information  contained
                    in any  definitive  proxy  statement  required  to be  filed
                    pursuant  to Section 14 of the  Securities  Exchange  Act of
                    1934 and in any reports or documents required to be filed by
                    the  issuer  pursuant  to  Section  13(a)  or  15(d)  of the
                    Securities  Exchange  Act of 1934,  since the filing of such
                    annual report or  registration  statement;  and, (b) A brief
                    description of the securities being offered,  the use of the
                    proceeds from the offering,  and any material changes in the
                    issuer's  affairs  which are not  disclosed in the documents
                    furnished.

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

(11) OTC Bulletin Board:

                    The electronic,  over-the-counter securities market operated
                    by the  NASD,  not to be  confused  with  the  NASDAQ  Stock
                    Market, Inc., a wholly owned subsidiary of the NASD.

(12) Securities Act:  The Securities Act of 1933, as amended.

(13) Service:         The United States Internal Revenue Service.



                                    Page 236


<PAGE>

(14)  (A) All undefined  financial terms will have the meanings ascribed to them
          by generally accepted accounting  practices,  consistently  applied on
          the  accrual  basis  of  accounting,  as  modified  by  rules  of  the
          Commission including Regulations SB and SK.

      (B) Additional terms  characterized by initial capital letters are defined
          in this Bond immediately following their first use.

(b)  The Bonds

      (1) This Bond is one of that  series of bonds in the  aggregate  principal
          amount of $50,000, identical in all material terms to this instrument,
          privately placed by the Issuer solely to accredited investors pursuant
          to the provisions of Sections 4(2) and 4(6) of the Securities Act, and
          designated  as the Class A,  Series A,  Convertible  Bonds,  which the
          Issuer has  exchanged  with  Yankees  pursuant  to the  provisions  of
          Section 3(a)(9) of the Securities Act for a series matured  promissory
          notes in the principal  amount and accrued  interest equal to the face
          amount of the Bond.

      (2) This Bond shall be payable as follows:

          (A)  Interest  shall  be  payable  in  one  aggregate  payment  on the
               maturity  date of the  Bond,  subject  to  tender of the Bond for
               cancellation  and  payment  in the manner  hereinafter  provided.
               Except in the event of a default  on payment  after  presentation
               therefor, interest shall cease on the maturity date.

          (B)  Principal  on  this  Bond  shall  be  payable  on the  730th  day
               following the later of its execution by the Issuer, as evinced by
               the date hereon.

      (3) The Bond  Holder  may  elect to  subdivide  this Bond into two or more
          separate  obligations,  at its option,  provided,  however,  that each
          separate resulting instrument must be in an amount of at least $10,000
          in  principal  and  must  be  divisible  by  1,000  without  resulting
          fraction,  except as to one single  certificate  which will be in such
          amount as is required to accurately reflect the principal balance then
          due.

      (4) Transfers or divisions of Bonds will be effected by the Issuer, at the
          written request of the Bond Holder,  including  appropriate  signature
          guarantees  (but payment of bond  transfer fees and taxes shall be the
          responsibility of the Bond Holder); provided, however, that unless the
          Bonds are properly  registered pursuant to Section 5 of the Securities
          Act of 1933, as amended (the  "Securities  Act"), and comparable state
          blue sky laws in the state of the transferee's  domicile, no transfers
          will be effected  unless  accompanied  by an opinion of legal  counsel
          acceptable to the Issuer, attesting to the fact that the transfer will
          not violate  applicable laws and detailing the factual and legal basis
          for such opinion.

(c)   Reservation of Underlying Securities

The Issuer shall promptly instruct its transfer agent to reserve the quantity of
Capital Stock  required to be issued in the event of conversion of the Bonds and
shall require its transfer agent to maintain such reserved stock until the Bonds
are either paid in full or converted.

(d)   Cancellation and Restructuring of Rights under Yankees Consulting
      Agreement and Revolving Loan Agreement

The Parties  acknowledge that the Yankee Companies,  Inc., a Florida corporation
and  affiliate of Yankees,  has agreed with the Issuer to cancel its  consulting
agreement  and to transfer its rights to a Revolving  Loan  Agreement to acquire
20% of the Issuer's  outstanding and reserved Capital Stock, as described in the
Issuer's registration statement filed with the Commission.



                                    Page 237


<PAGE>

2.       Security and Subordination:

(a)  This Bond shall be secured by a security  interest  in all of the  Issuer's
     assets,  including  after-acquired assets, subject only to prior, perfected
     security  interests,  and to the sale of assets in the  ordinary  course of
     business  provided  that the  proceeds  of such  sales are  re-invested  in
     inventory or used to pay operating expenses of the Issuer,  since it is the
     intent of the Parties  that no proceeds be used for payment of dividends or
     extra-ordinary compensation to the principals of the Issuer.

(b)  The security interest shall be evinced by such documentation as Yankees, as
     the representative  for all Bond Holders,  shall deem appropriate from time
     to time,  but in any event,  by forms adopted under the Uniform  Commercial
     Code of the States of Delaware,  Florida and such other states in which the
     Issuer formally qualifies to engage in business,  and properly executed and
     timely filed with such states (e.g., Form UCC-1).

(c)  In the event of default hereunder, Yankees, acting as the irrevocable agent
     for all Bond Holders but without fiduciary obligations thereto,  shall make
     all decisions  pertaining to  appropriate  remedies for default,  including
     without  limitation,  those involving the dispute resolution  provisions of
     the Bonds.

3.   Conversion, Trading, Exemptions from Securities Laws & Registration:

(a)  (1)  This Bond shall,  at the Bond Holder's  option,  be  convertible  into
          shares  of  the  Issuer's   securities,   such  that,   upon  complete
          conversion,  the  aggregate  number of shares owned by the Bond Holder
          shall be equal to 20% of all of the Issuer's:

          (A)  Outstanding Capital Stock; and

          (B)  Capital Stock  reserved in  conjunction  with existing  corporate
               obligations other than this Bond (e.g., options,  warrants, stock
               option plans, employment or consulting agreements, etc.).

     (2)  The  actual  quantity  of  securities  into  which  this  Bond  may be
          converted  will be  determined  based on the Issuer's  outstanding  or
          reserved  securities at the time  conversion is completed,  subject to
          anti-dilutive  rights for a period of three fiscal  months  thereafter
          pursuant to which  additional  securities  shall be issued to the Bond
          Holder in such amounts as may be required so that the securities owned
          by the  Bond  Holder  shall  be  equal  to 20% of all of the  Issuer's
          outstanding  or reserved  Capital  Stock at the end of the first three
          months following the time conversion is completed.

     (3)  Conversion  may be  effected  in whole or in part,  provided  that the
          decision of any Bond Holder not to convert will not preclude any other
          Bond Holder from exercising conversion rights, unless he, she or it is
          merely the nominee or an alter ego of the non-exercising Bond Holder.

     (4)  The conversion  price per share will be calculated based on the number
          of shares outstanding and reserved (as hereinbefore  described) at the
          time of  conversion,  pro rata,  so that  subsequent  conversions  are
          expected to be at lower prices than earlier conversions.

(b)  This Bond has not been  registered  under any  federal or state  securities
     requirements  in reliance on the exemptions  provided by Sections  3(a)(9),
     4(2) and 4(6) of the  Securities  Act,  the Bond Holder  having  heretofore
     confirmed  to the Issuer that he, she or it is meets the  definition  of an
     Accredited Investor, and by acceptance of any assignments of this Bond, any
     subsequent  Bond Holder  hereby  confirms such  assertion  under penalty of
     perjury:



                                    Page 238


<PAGE>

     (1)  The Class A,  Series A,  Convertible  Bonds will not be subject to the
          protective  features of the Trust  Indenture  Act of 1939,  as amended
          (the "Indenture  Act")  pertaining to required use of an approved form
          of trust  indenture and the  employment of an  independent  trustee to
          protect the  interests  of the Bond  Holders,  pursuant  to  exemptive
          provisions  of Sections  304(a)(8) and 304(b) of the Indenture Act and
          Rule 4a-1 adopted thereunder (Reg.  Section  260.4a-1);  consequently,
          all of the  terms of the  Class A,  Series  A,  Convertible  Bonds are
          contained in this  instrument and each Bond Holder will be required to
          monitor  compliance  by the  Issuer  with  its  obligations  hereunder
          directly  and  to  rely  on  Yankees,  in  the  sole  exercise  of its
          discretion and without fiduciary  obligations to the Bond Holders,  to
          take required enforcement actions.

     (2)  The Bond Holder, by acceptance of this Bond, hereby confirms that:

         (A)   He, she or it has reviewed all of the Issuer's  filings under the
               Exchange Act currently  posted on the  Commission's  Internet web
               site  during  the  past 12  months,  has had the  opportunity  to
               question  officers  and  directors of the Issuer  concerning  its
               business,  history,  personnel  and  the  terms  of the  exchange
               pursuant to which this Bond was issued;

         (B)   Because  neither  this  Bond  nor the  shares  of  Capital  Stock
               issuable in the event of its conversion have been registered with
               the Commission or any state  securities  regulatory  authorities,
               the Bond Holders hereby acknowledge that:

               a.   This Bond and the  shares of  Capital  Stock  issuable  upon
                    conversion  will bear legends  restricting  their  transfer,
                    sale,  conveyance  or  hypothecation  unless they are either
                    registered   under  the  provisions  of  Section  5  of  the
                    Securities Act and the securities  laws of the Bond Holder's
                    state of domicile,  or an opinion of legal counsel,  in form
                    and substance satisfactory to legal counsel to the Issuer is
                    provided  by  the  Bond  Holder  to  the  effect  that  such
                    registration  is not  required  as a  result  of  applicable
                    exemptions  therefrom;  provided that the Parties agree that
                    it  is  their   understanding  that  because  the  Bond  was
                    exchanged solely for existing  securities of the Issuer (the
                    Notes) and  because  conversion  of the Bond for the Capital
                    Stock will be solely in  consideration  for other securities
                    of the Issuer, the holding period applicable prior to resale
                    under Commission Rule 144(d) will,  pursuant to the exchange
                    of securities  provisions of Commission Rule  144(d)(3)(ii),
                    commence  on the  original  date of the Notes for which this
                    Bond has been exchanged.

               b.   The  Issuer's  transfer  agent  shall be  instructed  not to
                    transfer  this Bond or any of the  Capital  Stock  issued on
                    conversion  thereof  unless the Issuer  advises it that such
                    transfer is in compliance with all applicable laws; and

               c.   The Bond Holder is acquiring  this Bond for its own account,
                    for investment purposes only, and not with a view to further
                    sale or distribution.

(c)      (1)   At  Yankees'  option,  the  Issuer  shall,  at its sole  cost and
               expense, register all of the Bonds and all of the securities into
               which they are  convertible,  with the  Commission and State Blue
               Sky  regulatory  authorities,  as required to permit their public
               sale.

         (2)   In addition to Yankees' demand registration  rights, in the event
               the Issuer files a registration statement during the term of this
               Agreement,  it shall  notify  all of the Bond  Holders  either in
               writing or by publication in a newspaper of national  circulation
               (e.g.,  USA Today or the Wall Street  Journal) of such intent and
               shall, at the request of any of them,  register their Bond(s) and
               the shares of Capital  Stock  underlying  the  conversion  rights
               described herein, in such registration statement.



                                    Page 239


<PAGE>

4.   Redemption and Prepayment:

     The Bonds will be non-redeemable and may not be prepaid.

5.   Notices:

(a)  Any demand or notice made or given by the Bond Holder pursuant hereto or in
     connection herewith shall be made upon or given to the Issuer by registered
     mail, return receipt requested,  postage prepaid, directed to the Issuer at
     its  address as set forth on the latest  Exchange  Act report  filed by the
     Issuer with the Commission,  as reflected on the Commission's  Internet web
     site  (www.sec.gov),  unless the Issuer has ceased filing such reports,  in
     which case it shall be provided to the address maintained for the Issuer by
     the  Office  of the  Secretary  of State  of the  state in which it is then
     incorporated, 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)  Any  demand  or  notice  made or given  by the  Issuer  to any Bond  Holder
     pursuant  hereto or in connection  herewith  shall be made upon or given to
     the by United States First Class Mail,  postage  prepaid,  addressed to the
     address  set forth on the face  hereof or such  other  address  as the Bond
     Holder  has  provided  to the  Issuer  and the  Issuer  has  listed  in its
     securities registry records;  or, at the Issuer's option, by publication in
     a newspaper  of national  circulation  (e.g.,  USA Today or the Wall Street
     Journal).

6.   Dispute Resolution

(a)  The  Parties  hereby  covenant  and agree that in the event that  either is
     required to retain an attorney to assist it in enforcing the  provisions of
     this Bond, the prevailing Party in such proceeding shall, by application to
     the subject  tribunal,  be  entitled  to recover  from the other Party such
     costs,  expenses and damages associated with the actions or failures to act
     which led to such decision,  as such tribunal deems  appropriate  under the
     circumstances, including, without limitation, reasonable attorney's fees as
     actually paid throughout the course of any negotiations, trials or appeals,
     but shall exclude consequential or incidental damages.

(b)  This note shall be governed by and construed in accordance with the laws of
     the  State of  Delaware  but any  proceedings  arising  hereunder  shall be
     adjudicated  before a forum  located  within the county in which the Issuer
     maintains  its  principal  legal  offices,  or in the  absence  of any such
     offices, its principal administrative offices.

(c)  In the event any provision of the Bond shall be deemed  unenforceable under
     the laws binding on a tribunal adjudicating its validity,  then the Parties
     hereby  request that such tribunal  reform this Bond in such manner as will
     most closely  accomplish its purpose without  violating  applicable laws or
     public policies.

(d)  By execution  and  delivery of this Bond,  the Parties  hereby  irrevocably
     accept and submit to, for  themselves  and their  successors  in  interest,
     generally and  unconditionally,  the personal  jurisdiction of any tribunal
     meeting the requirements for venue set forth above.

(e)  (1)  The  Parties  hereby  irrevocably  consent to  service of any  summons
          and/or legal process by  registered  or certified  United States mail,
          postage prepaid,  to the Party served at the address determined in the
          manner  hereinbefore  set  forth  in this  Bond for the  provision  of
          notice,  such  method of  service  to  constitute,  in every  respect,
          sufficient  and effective  service of process in any such legal action
          or proceeding.

      (2) Nothing in this Agreement shall service of process in any other manner
          permitted by law.

      (3) The Parties  further agree that final judgment  against either of them
          in any legal action,  suit or proceeding  complying with the foregoing
          provisions  shall  be  conclusive  and may be  enforced  in any  other
          jurisdiction,  within or outside the United States of America, by suit
          on the  judgment,  a certified or  exemplified  copy of which shall be
          conclusive  evidence of the fact and the amount of the subject Party's
          liability.



                                    Page 240


<PAGE>

7.       Acceptance of Terms of this Agreement by the Bond Holders

     By accepting any of the rights granted under this Bond, the Bond Holder and
all of the Bond  Holder's  successors  in interest to any rights under this Bond
shall be conclusively presumed to have accepted all obligations set forth herein
as applying to Bond Holders, such acceptance  constituting a condition precedent
to any obligations of the Issuer to the Bond Holder or its successor in interest
arising from the transaction reflected in this Bond.

8.       License

     This  instrument is the property of Yankees,  and has been licensed for use
only in conjunction with this  transaction.  No one may utilize this form or any
derivations thereof without the prior written consent of Yankees.

                                      * * *

     In Witness Whereof, the Issuer has executed this instrument on this ___ day
of ____________, 2002.

                            Explorations Group, Inc.


                     By: ___________________________________
                           Michelle Tucker, President

[Corporate Seal]

                   Attest: ___________________________________
                          Vanessa H. Lindsey, Secretary




                                    Page 241


<PAGE>



                                 CONVERSION FORM

     The Undersigned hereby irrevocably elects to convert $________ in principal
and accrued  interest  due under this Bond into shares of the  Issuer's  Capital
Stock, as provided for in this Bond.

               Instructions For Registration and Delivery of Stock

                      Please type or print in block letters

                              ---------------------
                                     (Name)

                        --------------------------------
           (Social Security or Federal Employer Identification Number)

                        --------------------------------

                        --------------------------------
                                    (Address)

Dated:  ___________
                                       -------------------------------------
                             Bond Holder's Signature

NOTICE:   The signatures to this notice of conversion  must  correspond with the
          name as written upon the face of the Bond in every particular, without
          alteration or enlargement or any change whatever.

Signature Guaranteed:



IMPORTANT:  SIGNATURE  MUST BE  GUARANTEED  BY A FIRM  WHICH  IS A  MEMBER  OF A
REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY!



                                    Page 242


<PAGE>

                                 ASSIGNMENT FORM

     FOR  VALUE  RECEIVED,   _____________________  hereby  sells,  assigns  and
transfers unto


           -----------------------------------------------------------
                                      Name

           -----------------------------------------------------------
                                     Address

$_______________  of the principal  amount and accrued  interest of this Bond to
which this Bond  relates,  and does hereby  irrevocably  constitute  and appoint
_______________________  attorney,  to  transfer  the  same on the  books of the
Issuer with full power of substitution in the premises.

Dated:  ___________
                                       -------------------------------------
                                             Bond Holder's Signature

NOTICE:   The signatures to this  assignment  must  correspond  with the name as
          written upon the face of the Certificate in every particular,  without
          alteration or enlargement or any change whatever.


Signature Guaranteed:



IMPORTANT:  SIGNATURE  MUST BE  GUARANTEED  BY A FIRM  WHICH  IS A  MEMBER  OF A
REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY!



                                    Page 243


<PAGE>

                                 Exhibit 2(b)-3
                  Form of Full Recourse Secured Promissory Note

                      Full Recourse Secured Promissory Note

     $_______________ May 31, 2002 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 $____________, 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 May 6, 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  will,  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 will be for a term of one (1) year and will  thereafter  be
          payable upon written demand by Yankees.

    (b)   Upon demand, payment will 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 will 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 will first be applied to
related  reimbursable  costs  and  expenses,  then  to  interest,  and  then  to
principal.




                                    Page 244


<PAGE>



5.   Assumption

    (a)

          This Note may be  assigned  at will by Yankees  but will 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 will 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,  will 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 will 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 will
          not waive any right  granted  hereunder  or  otherwise  to act without
          demand or notice.

    (b)   Notice will 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
          will be deemed a waiver of such covenant or right and no waiver by the
          holder of any particular  provision  hereof will 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
          will continue in full force and effect.

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



               Explorations Group, Inc. Negotiable Promissory Note - 2


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<PAGE>




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 will 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.


     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
                                                  Explorations Group, Inc.
_______________________________

_______________________________              By: ______________________________
                                                     Michelle Tucker, President
Dated:   May 31, 2002

[Corporate Seal]                      Attest:  ________________________________
                                                  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:

         [Notarial Seal]                     _____________________________
                                                      Notary Public




               Explorations Group, Inc. Negotiable Promissory Note - 3


                                    Page 246
<PAGE>


                                Exhibit 2(c)(2)
                                Acceptable Liens

                                      None






                                    Page 247

<PAGE>