FIRST AMENDMENT TO LOAN AGREEMENT

     THIS FIRST  AMENDMENT  to Loan  Agreement  is made this _____ day of March,
1999,  by and among  AARICA  HOLDINGS,  INC., a Texas  corporation  (hereinafter
called "Borrower"), CAROL KOLOZS (hereinafter called "Guarantor"), and ROBERT E.
SCHMIDT, JR., (hereinafter called the "Lender").

         WHEREAS, Borrower, Guarantor, and Lender entered into that certain Loan
Agreement dated March 8, 1999 (the "Agreement"),  whereby Borrower  acknowledged
borrowing $240,000.00  ("Original Loan"), and borrowed an additional $250,000.00
("Second Loan");  and Guarantor  guaranteed payment of both the First and Second
Loan; and

         WHEREAS,  Lender has already advanced  $50,000.00 in the form of a wire
transfer  and  $50,000.00  in the form of a Letter of Credit for the  benefit of
Taimark, pursuant to the terms of the Second Loan; and

         WHEREAS, Borrower and Guarantor have requested Lender change the manner
of the final distribution of the Second Loan and advance $150,000.00 in the form
of a wire  transfer or bank check  instead of a Letter of Credit for the benefit
of Shing Tak to which request Lender has agreed; and

         WHEREAS, Borrower,  Guarantor, and Lender desire to amend the Agreement
to reflect the change in the form of final distribution under the Second Loan.

         NOW, THEREFORE, in consideration of the premises herein contained,  Ten
Dollars  ($10.00)  and other good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto agree that the
Agreement be amended as follows:

         Paragraph  (b) of Article I of the Agreement is deleted in its entirety
and the following substituted therefor:

     "(b) $150,000.00 in the form of a wire transfer or bank check; and"

         Except as  modified  by this  Amendment,  the  Agreement  shall  remain
unchanged  and in full force and  effect,  and the parties  reaffirm  and ratify
their respective obligations thereunder.

         The  recitals  hereto,  which  the  parties  acknowledge  are  true and
correct,  are hereby  incorporated  herein by reference.  This  Amendment may be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument. This Amendment shall be binding upon and inure to the benefit of the
parties






                                       -2-

hereto and their respective permitted successors,  grantees, heirs, and assigns.
This  Amendment  shall be construed  and  interpreted  in accordance  with,  and
governed by, the laws of the State of Florida.

GUARANTOR:                 BORROWER:

                                            AARICA HOLDINGS, INC., a Texas
corporation

- ------------------------------------
Carol Kolozs

                                             By:______________________________
                                            Its:______________________________


                                              LENDER:

   ------------------------------------
                                             Robert E. Schmidt, Jr.





ORL95  109952.1 - CJG