publicly held Delaware corporation                                  Exhibit 10.1
(Stock Symbol "EXGI")

Michelle Tucker
President & Chief Executive Officer

Adam Wasserman
Treasurer & Chief Financial Officer

Michelle Tucker, Jeffrey Klein
------------------
Board of Directors

                       Administrative & Executive Offices
                           1801 Clint Moore Rd. # 108
                            Boca Raton, Florida 33487
                            Telephone (561) 997-1188
                            Facsimile (561) 988-1139
                      Email: michelle@explorationsgroup.com

May 21, 2004

Mr. Eric S. Brown Parking Pro, Inc.
1369 Madison Avenue, Suite 432
New York, New York 10128

Re:      Potential Reorganization with Explorations Group, Inc.

Dear Mr. Brown:

         This letter of intent confirms the status of negotiations concerning a
proposed transaction between Explorations Group, Inc., a Delaware corporation
with a class of securities registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended ("Explorations" and the "Exchange Act,"
respectively), and certain leases being held Parking Pro. or affiliated entities
thereto ("ParkingPro"), a newly formed corporation organized and operating under
the laws of the State of New York.

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         ParkingPro is an operator of public parking facilities under leases and
management contracts covering parking facilities owned by unaffiliated property
owners. Leases generally are for three to twenty year terms. Management
contracts generally provide for a fixed fee plus fees for ancillary services
and, in general, are cancelable by the property owner on short notice.
ParkingPro intends to increase revenues and improve profitability with existing
leases and management contracts and expand its business by acquiring additional
parking facility operations and management contracts.

         If the following comports with your understanding of the proposed
transaction, please sign a copy of this letter and return it to us by facsimile
transmission followed by hard copy, whereupon this letter will constitute a
binding agreement by each of the undersigned to use our best efforts to effect
the contemplated transaction at the earliest practicable time, subject to due
diligence review and good faith negotiations by our respective representatives
and as required board and shareholder approvals. It will also constitute a
direction by the undersigned, on behalf of their organizations, to Mark C.
Perry, Esquire, as legal counsel to Explorations ("Mr. Perry"), and Paul
Goodman, Esquire, as legal counsel designated by ParkingPro and its securities
holders ("Mr. Goodman") to immediately commence preparation of required
documentation, including, without limitation, an acquisition agreement (the
"Acquisition Agreement") and employment or consulting agreements for all
ParkingPro executive officers who do not currently have such agreements and who
are deemed essential by Explorations (generically hereinafter referred to as the
"Employment Agreements").

         It is anticipated that Mr. Perry will prepare the initial drafts of the
Acquisition Agreement and the Employment Agreements and that Mr. Goodman will
review them and propose required modifications, if any (the foregoing
agreements, all exhibits required therefore and all instruments, certificates,
resolutions, opinions, etc. called for thereby being hereinafter collectively
referred to as the "Agreements" or generically as an "Agreement").

         Upon presentation of drafts of the Agreements, ParkingPro will review
them with Mr. Goodman and other advisors whereupon, we will all use our best
efforts to promptly negotiate acceptable revisions thereto, provided that, with
reference to any comments on the Agreements, the commenting party must propose
specifically worded alternatives which, if accepted by the other party, will
constitute the Agreement or Agreements to be used for purposes of the proposed
transaction, subject to satisfactory due diligence reviews.

           ParkingPro agrees to provide Explorations with completed independent
audits of the financial statements for the fiscal years ended December 31, 2003
and 2002 (which time periods conform to Explorations fiscal year end), and with
reviewed quarterly financial statements for the March 31, 2004 quarters for Big
Schem Corp., Chiefs Management Corp., and NYC Parking Services Corp.
(collectively hereinafter referred to as the "Audits"). All such financial
statements will comply with the audit requirements of Regulation SB promulgated
by the United States Securities and Exchange Commission. The parties further
agree to use their best efforts to complete the related due diligence review in
time to permit them to sign the Acquisition Agreement on or about June 15, 2004,
with closing to take place as soon after July 1, 2004 as is practicable, and as
specified in the Acquisition Agreement.

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         A party may withdraw from this Letter Agreement in the event mutually
acceptable terms cannot be agreed upon in good faith as contemplated above, if
due diligence reveals the inaccuracy of any material representations, or if
ParkingPro is unable to comply with the requirements of Regulation SB and the
parties are unable, after reasonable efforts, to obtain Commission consent to an
exemption from such requirements for all purposes pertaining to Exploration's
reporting obligations under the Exchange Act.

OUTLINE OF PROPOSED TRANSACTIONS

1. A. Parking Pro will exchange it's stock and/or assets in Big Schem Corp.,
Chiefs Management Corp., and NYC Parking Services Corp. permitting consolidation
of their financial statements pursuant to generally accepted accounting
principles, consistently applied ("GAAP"), the resulting consolidated entity
being hereinafter referred to as "Parking Pro."

         B. At closing, ParkingPro will have no outstanding related party loans
as all related party loans will be converted to ParkingPro common stock as paid
in capital before closing.

2. The Acquisition Agreement will provide that Parking Pro, on a consolidated
basis:

           A. During the period from January 1,2003 through Dec. 31, 2003, on an
accrual basis in accordance with GAAP Parking Pro's gross revenues exceeded
$1,000,000, EBITDA exceeded $150,000 and pre-tax income exceeded $50,000; and

           B. During the reviewed period from January 1, 2004 until March 31,
2004, on a pro forma, accrual basis in accordance with GAAP, Parking Pro's:

                  a. Gross revenues were $ 289,674

                  b. Total expenses were $ 187,262.25

                  c. EBITDA was $ 102,411.75

         The Acquisition Agreement will provide that in the event that Parking
Pro's actual audited financials are more than five percent (5%) lower than as
set forth above, a pro rata reduction in the Consideration shall be made.

3. The proposed acquisition is subject to the condition precedent that all
material executive officers and directors for ParkingPro will have entered into
Employment Agreements with ParkingPro, on terms satisfactory to Explorations.

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4. Explorations will have approximately 2.8 million shares of its common stock,
$0.01 par value per share, outstanding or reserved for issuance pursuant to
binding commitments (excluding shares reserved for the conversion of the TFST
Class A Bond). Any differences in such assumptions will result in a
corresponding adjustment to the proposal so that the relative percentages remain
the same.

5. A. Subject to the foregoing, Explorations would, at its election, either
acquire all of the issued and outstanding shares of stock from ParkingPro or all
of the assets and operations of ParkingPro from ParkingPro stockholders, or a
combination thereof, in exchange for 7.5 million newly issued Explorations
shares of common stock (the "Consideration Shares") on the date of closing;
provided that, 6 million of the Consideration Shares shall be subject to
restrictions and cancellation as set forth before (the "Reserved Shares").

           B. After the Closing, ParkingPro shall have the right to exchange
it's interests in other public parking facilities, either owned or operated by
Parking Pro and/or affiliates of ParkingPro or third parties, for which it
operates leases and/or management contracts and upon such occurrence, at the
exchange rate of $ 1 mil. in year end EBITDA for 6 mil. shares of Explorations
Reserved common stock or pro-rata thereto. Said Reserved Shares shall be deemed
to have all restrictions and cancellation provisions removed ( except for
standard Rule 144 legends) and be deemed Consideration shares upon exchange. The
release of the restrictions shall be done on an on-going basis, as additional
parking facilities are acquired.

         C. Explorations shall spin-off its stock in Pop Starz Inc. to all
Explorations common shareholders of record as of the close of business on the
day proceeding closing of this transaction which is anticipated to close as soon
after July 1, 2004 as is practicable. All costs and expense of such spin-off
shall be borne exclusively by Pop Starz as of the spin-off. Explorations will
fully cooperate with Pop Starz to effectuate the spin-off.

         D. Immediately prior to Closing, ParkingPro will close on a private
placement (the "Private Placement") of a minimum of 5 million and a maximum of
10 million shares of Parking Pro at a price of $0.30 per share (the "Private
Placement Shares"). At the Closing, the Private Placement Shares will be
converted into like number of newly issued shares of Explorations (the "Private
Placement Conversion Shares").

         E. At the Closing, creditor claims not to exceed $250,000 shall be paid
from the proceeds of the Private Placement.

         F. On February 15, 2005, all remaining Reserved Shares shall be deemed
cancelled.

           G. The Explorations securities will be issued without registration
under federal or state securities laws in reliance on available exemptions from
registration requirements provided under Sections 3(b), 4(1), 4(2) or 4(6) of
the Securities Act of 1933, as amended (the "Securities Act") or regulations
promulgated hereunder (e.g., Regulation D), and under comparable state law
exemptions in the jurisdictions where the subscribers reside.

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         H. Notwithstanding anything herein to the contrary, the TFST Class A
Bond shall be amended so that the maximum number of shares of Explorations
common stock issuable on conversion shall be 4.2 mil.

6. A. Explorations will, immediately prior to closing, have 10 mil. shares of
common stock, $0.01 par value, and 1.5 mil. shares of preferred stock, $0.01 par
value authorized.

         B. Of the 1.5 mil. shares of preferred stock, $0.01 par value
authorized, 500,000 have been designated Class A, non-voting convertible
preferred stock.

         C. As of the closing, all outstanding convertible securities and debt
other than TFST Class A Bond and the Class A preferred stock shall be deemed
cancelled.

         D. As of the closing, Explorations shall have no liabilities after the
$ 250,000 in Creditor claims are paid and Explorations shall indemnify and hold
ParkingPro and the pre-closing stockholders of ParkingPro harmless from any
liabilities of Explorations which accrued prior to the closing.

         E. After closing, Pop Starz Inc. will indemnify and hold Explorations
harmless to all pre-closing liabilities and creditor claims exceeding the $
250,000 paid at closing.

7. A. Mr. Brown and other people associated with ParkingPro (for purposes of
this letter of intent, such persons being collectively and generically
hereinafter referred to as the "ParkingPro Parties") hereby agree that the terms
of the proposed transaction will be kept confidential during the pendency of the
negotiations called for hereby.

         B. Notwithstanding the foregoing, the ParkingPro Parties will comply
with their obligations to publicly disseminate information concerning this
Agreement in filings with the Securities and Exchange Commission, in form and
substance reasonably approved by the ParkingPro Parties.

                C. (1) In conjunction with the foregoing, the ParkingPro Parties
have been and will be provided with information concerning Explorations that
constitutes material inside information, as defined for purposes of Sections 20A
and 21A of the Exchange Act ("Inside Information").

                   (2) Such Inside Information was or will be provided in
conjunction with pending negotiations and pursuant to Exploration's obligations
under the Securities Act and the Exchange Act, to provide full and complete
disclosure.

                   (3) Such Inside Information may not be disclosed to anyone
other than pursuant to compulsory legal process or with the prior written
consent of Explorations, until after such information has been publicly
disseminated.

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                   (4) The ParkingPro Parties acknowledge that improper
disclosure of such Inside Information constitutes a violation of the civil and
criminal provisions of Sections 20A and 21A of the Exchange Act.

                   (5) The ParkingPro Parties further acknowledge that during
the pendency of negotiations, no one who is made privy to such Inside
Information should engage in any transactions involving publicly traded
Explorations securities.

                   (6) ParkingPro also understands that this letter of intent
will be filed with the Securities and Exchange Commission, and that the
information contained herein is based, in part, on information provided by
ParkingPro to Explorations.

8. A. Since both parties will be expending a great deal of time, effort, and
money to perform its due diligence and prepare for the contemplated acquisition,
both parties agree to deal exclusively with each other with regard to
discussions relating to the sale of Parking Pro's stock and/or assets in Big
Schem Corp., Chiefs Management Corp., and NYC Parking Services Corp. for 60 days
after this letter is fully executed by both parties.

         B. The Parking Pro Parties, for 60 days after this letter is fully
executed by both parties, will not, directly or indirectly, (i) solicit
submission of offers from any person other than Explorations relating to the
acquisition of the stock or assets of Parking Pro's stock and/or assets in Big
Schem Corp., Chiefs Management Corp., NYC Parking Services Corp., and all other
Parking Pro and their affiliated interests in other public parking facilities
under leases and management contracts or any merger, consolidation or business
combination with Parking Pro (an "Acquisition Proposal"), (ii) respond in any
way to an unsolicited Acquisition Proposal, or (iii) participate in any
discussions or negotiations with, or furnish any non-public information
regarding an Acquisition Proposal to, any person other than Explorations.

              C. Explorations will not, for 60 days after this letter is fully
executed by both parties directly or indirectly, (i) solicit submission of
offers from any person other than ParkingPro relating to merger, consolidation
or business combination with Explorations.

         D. The ParkingPro Parties agree to complete Regulation SB disclosure
document as required by the SEC to the satisfaction of Explorations and give
Explorations reasonable access to ParkingPro's business facilities, financial
information, business records, management and employees to allow Explorations to
satisfactorily complete its due diligence.

9. The parties further agree that prior to closing and as part of the due
diligence process:

         A. They will provide each other with complete copies of each other's
articles of incorporation, by-laws and corporate minutes; of each other's
current list of shareholders, showing the amount of shares owned by each
shareholder; and a list of their current officers and directors showing any
shares or options owned.

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         B. Explorations will provide ParkingPro with a list of any market
makers in Explorations common stock, and with a listing and related information
concerning all "restricted stock" held.

         C. Each party's ongoing business activities (including but not limited
to existing contractual obligations, employment contracts and employment-related
benefits, independent contractor agreements, and leases) are subject to review
and approval by the other party.

10. Marc Osheroff and Glen Levit shall be deemed finders of the proposed
transaction and shall be paid a to be agreed upon finders fee at closing in cash
or stock or a combination thereto.

11. As of the Closing, ParkingPro stockholders shall be entitled to nominate
individuals to fill two vacancies on the Explorations Board of Directors subject
to the condition that the provisions of 5B & 5C. above may not be reduced.

12. We mutually understand, of course, that this letter constitutes a
non-binding agreement with respect to the transaction contemplated herein except
with regard to all provisions in Paragraph 6 and the three sub-paragraphs within
Paragraph 7. Other than as set forth herein, each of us will only be bound by
the to be negotiated Acquisition Agreement and the other transaction agreements
and documents concluded at the closing containing terms and conditions mutually
satisfactory to both of us.

         Please indicate your concurrence with the foregoing by signing a copy
of this letter or transmission, in the space indicated, and thereafter
transmitting such executed copy in the manner heretofore described.

Very truly yours,

EXPLORATIONS GROUP INC.


By: _________________

Michelle Tucker
President

The foregoing is hereby accepted, as of the date first above written by
Parking Pro, Inc. and its Securities Holders


By: ___________________________

Eric S. Brown
President of Parking Pro Inc. and
authorized representative for its
Securities Holders

Copies:    Mark C. Perry, Esquire
           Jeffrey Klein, Esquire
           Paul Goodman, Esquire

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