AMENDMENT TO DISTRIBUTION AND LICENSE AGREEMENT

THIS  AMENDMENT,  is made at SANTA  MARGHERITA  LIGURE (GE), as of the 27 day of
JULY, 1999, by and between

- -    OTAM  SpA,  a  corporation  organized  under  the laws of  Italy,  with its
     registered  offices at Via S. Siro, 1, 16038 Santa Margherita  Ligure (Ge),
     Italy ("LICENSEE")

                                       and

- -    CIGARETTE RACING TEAM, INC., a corporation  organized under the laws of the
     State of Florida, U.S.A., with offices at 3131 N.E. 188th Street, Aventura,
     Florida 33180, U.S.A. ("LICENSOR")

(hereinafter collectively referred to as the "Parties")

                                    RECITALS

     LICENSEE and LICENSOR  entered  into a License and  Distribution  Agreement
dated October 28, 1997 (hereinafter  referred to as the "Agreement") in order to
grant  the  rights  to use  LICENSOR's  marks  (hereinafter  referred  to as the
"Marks")  to  LICENSEE  in  connection   with   manufacturing,   selling  and/or
distribution of specific watercrafts bearing such Mark which are respectively 45
feet and 55 feet in length (hereinafter referred to as the "Boats"); and

     LICENSOR  has  previously  waived  its  rights  to the  exclusive  sale and
commissions provisions provided for in Item 24 of the Agreement; and

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     LICENSEE and LICENSOR  desire to further modify the Agreement in the manner
provided hereinbelow,  which modifications shall be deemed effective on the date
of this Amendment as indicated above:

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and conditions set forth herein, the Parties hereby agree as follows:

(1)  OTAM SpA may  change  its name to  CIGARETTE  RACING  TEAM  ITALIA  SpA or,
     incorporate a subsidiary with this name.

(2)  LICENSOR confirms its approval of the Royalty Statement covering the period
     from October 28, 1997 to October 15, 1998.

(3)  For the  total  term of the  Agreement,  the  sale of nine (9)  Boats  (see
     enclosure  hereto) and the payment of  royalties  totaling  (including  the
     Advance Royalty)  $600,000 shall satisfy the minimum sales  requirement and
     entitle the Licensee to exercise its option to renew the Agreement.

(4)  For all subsequent sales of Boats, the royalties shall be 7 1/2% calculated
     on OTAM's standard list prices  (present list prices enclosed  hereto) less
     thirty percent (30%)

(5)  This Amendment embodies the entire  understanding  between the LICENSEE and
     LICENSOR with respect to this subject  matter and can be changed only by an
     instrument in writing signed by the Parties.

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(6)  All words  commencing  with  initial  capital  letters  shall have the same
     meaning in this Amendment as in the Agreement.

(7)  LICENSEE  and  LICENSOR  have all  requisite  authority  to enter into this
     Amendment,  whether arising under applicable  Federal or State laws, rules,
     or regulations, to which either of the Parties may be subject.

(8)  Except to the extent that the Agreement is modified by this Amendment,  the
     remaining terms and provisions of the Agreement including the Governing Law
     and  Arbitration  provisions  shall remain in full force and effect and are
     applicable hereto.

     IN WITNESS WHEREOF, this Amendment is entered into by the Parties as of the
day and year first above written.

CIGARETTE RACING TEAM, Inc.             OTAM SpA


/s/  ADAM SCHILD                        /s/  UGO CASA
- -----------------------                 -----------------------
By:  ADAM SCHILD                        By:  UGO CASA
Chairman of the Board,                  President
Chief Operating Officer


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                                     EXHIBIT

      1.          45'/02           Mr. Parravicini G.

      2.          45'/03           H.M.Y. New Yacht Sales, Inc.

      3.          45'/04           Svezia Motori Srl

      4.          45'/05           Mr. Rampezzotti G.

      5.          45'/06           Not sold

      6.          55'/01           Peak Trust Ltd.

      7.          55'/02           Mabo Holding Ltd.

      8.          55'/03           Associazione Amici del Mare

      9.          55'/04           Not sold

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