AGREEMENT AND PLAN OF MERGER

Exhibit 10

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (hereinafter the "Agreement") is entered into as of this 19th day of February, 2009, by and among Explorations Group, Inc., a Delaware corporation ("Explorations"), Hawk Acquisition Corp. (“MergerSub”), a Florida corporation, and Hawk Biometric Technologies, Inc., a Florida corporation ("Hawk Biometric").

RECITALS:

WHEREAS, the respective Boards of Directors of Explorations, Hawk Biometric and MergerSub have each approved the merger of Hawk Biometric with and into MergerSub (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of Class A common stock, no par value and Class B common stock, no par value, of Hawk Biometric (collectively, the Hawk Biometric Class A common stock and Class B common stock shall be referred to herein as the "Hawk Biometric Common Stock"), will be converted into the right to receive two one-hundredths (.02) of a share of Explorations Convertible Series B Preferred stock, par value $.01 per share ("Series B Preferred Stock").

WHEREAS, the respective Boards of Directors of Explorations, Hawk Biometric and MergerSub have each determined that the Merger and the other transactions contemplated hereby are consistent with, and in furtherance of, their respective business strategies and goals and are in the best interests of their respective stockholders;

WHEREAS, Explorations, Hawk Biometric and MergerSub intend that the merger of Hawk Biometric with and into MergerSub will quality as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and

ARTICLE I

MERGER

1.             The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Chapter 607 of the Florida Statutes (the “Florida Law”), Hawk Biometric shall be merged with and into MergerSub at the Effective Time (as defined in Section 4), and in connection therewith:

(a)             except to the extent provided or permitted by the Florida Law, MergerSub shall merge with and into Hawk Biometric, the separate existence of MergerSub shall cease and terminate, and Hawk Biometric shall continue as the surviving corporation and as a wholly-owned subsidiary of Explorations (Hawk Biometric as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation”);

(b)             all of the rights, privileges, immunities, powers, franchises and authority (both public and private) of Hawk Biometric and MergerSub shall vest in the Surviving Corporation;

(c)             all of the assets and property of Hawk Biometric and MergerSub of every kind, nature and description (real, personal and mixed and both tangible and intangible) and every interest therein, wheresoever located, including, without limitation, all debts or other obligations belonging or due to Hawk Biometric or MergerSub, all claims and all causes of action, shall be, and be deemed to be, vested, absolutely and unconditionally, in the Surviving Corporation; and

(d)             all debts and obligations of Hawk Biometric or MergerSub, all rights of creditors of Hawk Biometric or MergerSub and all liens or security interests encumbering any of the property of Hawk Biometric or MergerSub shall be vested in the Surviving Corporation and shall remain in full force and effect without modification or impairment and shall be, and be deemed to be, enforceable against the Surviving Corporation and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Corporation in its own name and for its own behalf.  Without limiting the generality of the foregoing, Surviving Corporation specifically assumes all continuing obligations which Hawk Biometric or MergerSub would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Corporation’s Certificate of Incorporation, By-Laws and pursuant to the Florida Law, with respect to any and all claims arising out of actions taken or omitted by such officers and directors prior to the Effective Time.

2.             Instruments of Conveyance .  Without limiting the generality of the provisions of Section 1 hereof and/or the succession provisions of applicable law, the officers and directors of Hawk Biometric last in office shall (to the extent they, or any of them, possess and/or may exercise the power to do so) execute, deliver and/or record such deeds and/or other instruments of transfer and/or conveyance, and take or cause to be taken, such other and further actions, as the case may be, as shall be reasonably requested by MergerSub or its legal counsel, to vest, perfect, confirm, implement the transfer of, or establish in the name, on behalf or for the account or the benefit of, title to, and/or possession of, any or all of the assets, property, property interests, rights, privileges, immunities, powers and franchises owned and/or exercisable by Hawk Biometric (or in which Hawk Biometric had an interest and/or the power to exercise immediately prior to the Effective Time) and which was vested, or intended to be vested, in MergerSub pursuant to the provisions of this Agreement and the Merger.

3.             Closing.   The closing of the Merger (the "Closing") will take place at 10:00 a.m. on a date to be specified by the parties (the "Closing Date"), which shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Articles 4 and 5, unless another time or date is agreed to by the parties hereto. The Closing will be held at such location as is agreed to by the parties hereto.

4.             Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the Florida Law and shall make all other filings or recordings required under the Florida Law. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of Florida, or at such subsequent date or time as the parties shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the "Effective Time").

5.             Certificate of Incorporation and By-laws of the Surviving Corporation.   The Certificate of Incorporation of Hawk Biometric, as amended and in effect prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation (the "Surviving Certificate of Incorporation"). The By-laws of Hawk Biometric, in effect prior to the Effective Time, shall be the By-laws of the Surviving Corporation (the "Surviving By-laws").

6.             Boards, Committees and Officers .  Prior to the Effective Time, Explorations shall adopt resolutions in form and substance reasonably acceptable to Hawk Biometric, establishing, among other things that, the Board of Directors and Officers of Explorations and Hawk Biometric from and after the Effective Time shall be comprised solely of the nominees of Hawk Biometric.

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS;

EXCHANGE OF CERTIFICATES

1.             Exchange of Shares .  As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Hawk Biometric Common Stock:

(a)             Conversion of Capital Stock.   Each issued and outstanding share of Hawk Biometric Common Stock shall be converted into the right to receive two-one hundredths (.02) of a validly issued, fully paid and nonassessable share of Series B Preferred Stock (the “Merger Consideration”).

(b)             All outstanding shares of Hawk Biometric common stock shall be deemed, after the Effective Time, to be owned by Explorations.  The holders of such certificates previously evidencing shares of Hawk Biometric Common Stock outstanding immediately prior to the Closing Date shall cease to have any rights with respect to such shares of Hawk Biometric Common Stock except as otherwise provided herein or by law.

(c)             Any shares of Hawk Biometric Common Stock held in the treasury of Hawk Biometric immediately prior to the Closing Date shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

(d)             Delivery of Certificates. Explorations shall deliver to the Hawk Biometric Shareholders, stock certificates representing the Merger Consideration.  At the Closing, Hawk Biometric will use its best efforts to cause the Hawk Biometric Stockholders to surrender for cancellation certificates representing the Hawk Biometric Common Stock against delivery of certificates representing the Explorations Shares. In the event that any Hawk Biometric Shareholder's certificates have been lost, stolen or destroyed, such Hawk Biometric shareholder will be entitled to receive the Merger Consideration only after providing an affidavit of loss and indemnity bond, in form reasonably satisfactory to Explorations.

2.            No Fractional Securities.   Notwithstanding any other provision of this Agreement, no certificates or scrip for shares of capital stock representing less than one share of Series B Preferred Stock shall be issued upon the surrender for exchange of Hawk Biometric certificates.

3.             Tax Treatment . The Merger is intended to constitute a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and the parties shall not report the transaction on any tax return in a manner or take any action inconsistent therewith.

4.             Restricted Stock .  The shares of the Series B Preferred Stock to be issued to the Hawk Biometric shareholders shall be deemed to be “restricted securities” as defined by Rule 144(a)(3) under the Securities Act of 1933, as amended (the “ Securities Act ”).  The certificates evidencing such shares shall bear the following restrictive legend:

5.             Other Events Occurring at Closing .  At Closing, the following shall be accomplished:

ARTICLE III

REPRESENTATIONS AND WARRANTIES

 1.             Representations of Hawk Biometric . Hawk Biometric hereby represents and warrants as follows, which warranties and representations shall also be true as of the Closing Date and Effective Time:

(a)             Immediately prior to the  Closing, the outstanding capitalization of Hawk Biometric shall consist of no more than 30,000,000 shares of Hawk Biometric Common Stock. The Hawk Biometric Stockholders listed on the attached Exhibit "A" are the sole record and beneficial owners of the issued and outstanding common stock of Hawk Biometric. The shares Hawk Biometric Common Stock are free from claims, liens, or other encumbrances, and at the Closing Date said Hawk Biometric Stockholder will have good title and the unqualified right to transfer and dispose of such shares Hawk Biometric Common Stock.

(c)             The Hawk Biometric audited financial statements for the period from its inception through September 30, 2008 (the “Hawk Biometric Audited Financial Statements”) are true and accurate, in accordance with the books and records of Hawk Biometric, and present fairly in all material respects the financial position and results of operations of Hawk Biometric as of the times and for the periods referred to therein, in each case in accordance with generally accepted accounting principles under current United States accounting rules and regulations, consistently applied (“ GAAP ”).  All of the financial books and records of Hawk Biometric have been made available to Explorations, and such books and records completely and fairly record in all material respects Hawk Biometric’s financial affairs, which would normally be recorded in financial books and records. There are no material liabilities or obligations, either fixed or contingent, not disclosed in the Hawk Biometric Audited Financial Statements or in any exhibit thereto or notes thereto other than liabilities, contracts or obligations incurred in the ordinary course of business; and no such liabilities, contracts or obligations in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of Hawk Biometric as reflected in the Hawk Biometric Audited Financial Statements. Hawk Biometric has good title to all assets shown on the Hawk Biometric Audited Financial Statements subject only to dispositions and other transactions in the ordinary course of business, the disclosures set forth therein and liens and encumbrances of record.

(d)             Since the date of the Hawk Biometric Audited Financial Statements, there have not been any material adverse changes in the financial position of Hawk Biometric except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of Hawk Biometric.

(e)             Hawk Biometric is not a party to any material pending litigation or, to its best knowledge, any governmental investigation or proceeding, not reflected in the Hawk Biometric Financial Statements, and to its best knowledge, no material litigation, claims, assessments or any governmental proceedings are threatened against Hawk Biometric.

(f)             Hawk Biometric is in good standing in its jurisdiction of incorporation, and is in good standing and duly qualified to do business in each jurisdiction where required to be so qualified except where the failure to so qualify would have no material negative impact on Hawk Biometric.

(g)             Hawk Biometric has (or, by the Closing Date, will have) filed all material tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed and has (or will have) paid or made adequate provisions for all taxes or assessments which have become due as of the Closing Date.

(h)             Hawk Biometric has not materially breached any material agreement to which it is a party. Hawk Biometric has previously given Explorations copies or access thereto of all material contracts, commitments and/or agreements to which Hawk Biometric is a party including all relationships or dealings with related parties or affiliates.