Exchange Agreement

     This Exchange  Agreement (the  "Agreement") is made and entered into by and
among Explorations Group, Inc., a Delaware corporation ("Explorations"), and The
Calvo Family Spendthrift  Trust, a Florida trust (the "CFST"),  Explorations and
CFST being sometimes  hereinafter  collectively  referred to as the "Parties" or
generically as a "Party").

                                    Preamble:

     WHEREAS,  the CFST  desires to enter into  arrangements  making it clear to
Explorations  that  it is  not  and  will  not  become  a  "control  person"  of
Explorations,  as such term is used for purposes of Item 401(d) of Regulation SB
promulgated by the Commission; and

     WHEREAS,  Explorations  desires to assure that such  representation  is and
remains accurate;

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

                                   Witnesseth:

                                    Article I
                                   Definitions

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

(A)  Commission:

     The United States Securities and Exchange Commission.

(B)  Exchange Act:

     The Securities Exchange Act of 1934, as amended.

(C)  Exchange Act Reports:

     Prior  to  registration  of a class  of  Explorations  securities  with the
     Commission  under the  Securities  Act or the  Exchange  Act,  Exchange Act
     Reports will refer to the disclosure  statement prepared by Explorations in
     compliance  with  the  requirements  of  Rule  15c2-11  promulgated  by the
     Commission  under  authority  of  the  Exchange  Act;  after   Explorations
     registers  a  class  of  its  securities  with  the  Commission  under  the
     Securities Act or the Exchange Act,  Exchange Act Reports will refer to the
     reports on Commission  Forms 10-SB,  10-KSB,  10-QSB and 8-K and Commission
     Schedules 14A and 14C, that Explorations would be required to file pursuant
     to Sections 13, 14, 15(d) and 12(g) of the Exchange Act.

(D)  Exchange Exemption:

     Securities Act Section 3(a)(9),  Securities Exempted by Act,  Subsubsection
     (9),  Securities  Exchanged with Security  Holders.  "Except as hereinafter
     expressly  provided the  provisions of this title shall not apply to any of
     the  following  classes of  securities:  ....(9)  Except with  respect to a
     security  exchanged in a case under title 11 of the United States Code, any
     security  exchanged  by the  issuer  with  its  existing  security  holders
     exclusively  where no  commission  or other  remuneration  is paid or given
     directly or indirectly for soliciting such exchange ....

(D)  Florida Act:

     The Florida Securities and Investor Protection Act.

(E)  Florida Exemption:

     Sec.  517.061,  Florida  Statutes,   Exempt  transactions.   ....  (6)  Any
     transaction  involving  the  distribution  of the  securities  of an issuer
     exclusively among its own security holders, including any person who at the
     time of the  transaction  is a  holder  of any  convertible  security,  any
     nontransferable  warrant, or any transferable  warrant which is exercisable
     within  not more  than 90 days of  issuance,  when no  commission  or other
     remuneration is paid or given directly or indirectly in connection with the
     sale or distribution of such additional securities.

(F)  Securities Act:

     The Securities Act of 1933, as amended.


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                                   Article II
                                    Exchange

(A)  The CFST hereby exchanges all of the shares of Explorations'  common stock,
     $0.01 par value (the "Common  Stock") which it holds in excess of one share
     less  than  5% of  all  of  Explorations'  outstanding  Common  Stock  (the
     "Exchanged  Common Stock") for shares of Explorations'  Class A Non-Voting,
     Convertible  Preferred  Stock,  as  more  particularly   described  in  the
     certificate of designation annexed hereto and made a part hereof as exhibit
     II-A-1 (the "Preferred  Stock" and the  "Certificate,"  respectively) in an
     amount  equal to 1/20th  the  number of  shares of  Preferred  Stock as the
     number of shares  of Common  Stock  exchanged,  as  calculated  in  exhibit
     annexed II-A-2 hereto and made a part hereof (the "Exchange Calculation").

(B)  The exchange is being effected  without  registration  under the Securities
     Act or the Florida Act, based on the exemption from  registration  provided
     by Section  3(a)(9) of the  Securities  Act and Section  517.061(6)  of the
     Florida Act.

(C)  As a material inducement to Explorations' consideration of the CFST's offer
     to effect the  exchange,  the CFST  represents,  warrants and  covenants to
     Explorations, as follows:

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

     (2)  The CFST understands that the offer and issuance of Preferred Stock is
          being  made  in  reliance  on the  CFST's  representation  that it has
          reviewed  Explorations'  materials  submitted to the NASD  pursuant to
          Exchange  Act Rule  15c2-11 and  Explorations'  Audit,  and has become
          familiar  with  the  information  disclosed  therein,  including  that
          contained in exhibits filed with such reports;

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

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

     (5)  The CFST  has had an  opportunity  to  obtain  additional  information
          necessary  to verify the  accuracy of the  information  referred to in
          subparagraphs (1), (2), (3) and (4) hereof;

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

     (7)  The CFST acknowledges and is aware that:

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



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          (b)  The  Preferred  Stock to be issued to it has not been  registered
               under the  Securities  Act or under any  state  securities  laws;
               accordingly  the CFST may have to hold such common  stock and may
               not be able to liquidate, pledge, hypothecate, assign or transfer
               it;

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

     (9)  (a)  The  certificates  for the Preferred Stock will bear  restrictive
               legends and  Explorations'  transfer agent will be instructed not
               to  transfer  the  subject   securities  unless  they  have  been
               registered  pursuant  to  Section 6 of the  Securities  Act or an
               opinion of counsel to the CFST  satisfactory  to legal counsel to
               Explorations and  Explorations'  president has been provided,  to
               the  effect  that  the  proposed   transaction   is  exempt  from
               registration  requirements  imposed by the  Securities  Act,  the
               Exchange Act and any applicable state or foreign laws.

          (b)  The legend shall read as follows: "The securities  represented by
               this  certificate  were  issued  without  registration  under the
               Securities Act of 1933, as amended,  or comparable  state laws in
               reliance on the  provisions  of Section  3(a)(9) of such act, and
               comparable  state law  provisions.  These  securities  may not be
               transferred,  pledged  or  hypothecated  unless  they  are  first
               registered  under applicable  federal,  state or foreign laws, or
               the   transaction  is   demonstrated   to  be  exempt  from  such
               requirements to Explorations' satisfaction."


                                   Article III
                               General Provisions

3.1      Interpretation.

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

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

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

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

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

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


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3.2  Notice.

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

     (1)  To Explorations:

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

     (2)  the CFST:

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


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

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

3.3  Merger of All Prior Agreements Herein.

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

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

3.4  Survival.

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

3.5  Severability.

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

3.6  Governing Law.

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


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3.7  Indemnification.

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

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

3.8  Dispute Resolution.

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

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

     (1)  (a)  First,  the  issue  shall  be  submitted  to  mediation  before a
               mediation  service in Broward  County,  Florida to be selected by
               lot from four  alternatives  to be provided,  two by the CFST and
               two by Explorations.

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

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

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

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

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

3.9  Benefit of Agreement.

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



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3.10 Further Assurances.

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

3.11 Counterparts.

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

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

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


     In Witness Whereof, Explorations and the CFST have caused this Agreement to
be executed by themselves or their duly authorized  respective officers,  all as
of the last date set forth below:

Signed, sealed and delivered
         In Our Presence:
                                                      Explorations Group, Inc.
/s/ Nancy Molinari /s/                                (A Delaware corporation)

/s/ Charles J. Scimeca /s/                 By: /s/ Michelle Tucker /s/
                                                   Michelle Tucker, President
         (Corporate Seal)
                                      Attest:  /s/ Vanessa H. Lindsey /s/
                                                   Vanessa H. Lindsey, Secretary
Dated:   May 29, 2002

                                              The Calvo Family Spendthrift Trust
/s/ Pearl Audit /s/                                    (a Florida trust)

/s/ Sally Ann Stroberg /s/                 By:  /s/  Cyndi N. Calvo /s/
                                                     Cyndi N. Calvo, Trustee
Dated:   May 29, 2002






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                                     Page 155


<PAGE>



                                 Exhibit II-A-1



Certificate of Designation






















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<PAGE>


                                 Exhibit II-A-2



Calvo Family  Spendthrift  Trust will exchange  251,313 shares of  Explorations'
Common  Stock  currently  held  for  12,566  shares  of  Explorations'  Class A-
Non-Voting, Convertible Preferred Stock.




















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