SECOND AMENDMENT TO LOAN AGREEMENT

     THIS SECOND  AMENDMENT  TO Loan  Agreement is made this 26the day of March,
1999,  by and among  AARICA  HOLDINGS,  INC., a Texas  corporation  (hereinafter
called  "Borrower"),  and CAROL KOLOZS  (hereinafter  called  "Guarantor"),  and
ROBERT E. SCHMIDT, JR., (hereinafter called the "Lender").
WHEREAS Borrower, Guarantor and Lender entered in to that certain loan agreement
dated  March 8, 1999 (the  "Agreement")  as amended  March 23,  1999 and wish to
further amend the Agreement in the manner provided herein.

NOW, THEREFORE,  in consideration of the premises herein contained,  ten dollars
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged,  the parties hereto agree that the Agreement be further
amended as follows:

ARTICLE V is deleted in its entirety and the following substituted therefor:

         "Borrower is making a private  offering of its common stock pursuant to
a Confidential  Private Placement  Memorandum  attached hereto as Exhibit B (the
"Memorandum").  Lender shall have the right, but not the obligation,  to convert
any unpaid principal and/or interest on the Original Loan to common stock of the
Borrower at eighty  percent  (80%) of the offering  price of  Borrower's  common
stock as set forth in the Memorandum. Lender shall not convert the principal and
interest on the Original Loan until the Borrower has finally  closed its private
offering.  Borrower and Guarantor agree that no material changes will be made to
the terms of the Offering without the written approval of Lender."

         Except as  modified  by this  Amendment,  the  Agreement  and the First
Amendment  thereto 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 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:
                                                 a Texas Corporation

     s/ Carol Kolozs

     Carol Kolozs                                    By: Carol Kolozs

                                                   Carol Kolozs, President

                                                    LENDER:



                                                   /s/ Robert E. Schmidt, Jr.
                                                   -------------------------
                                                     Robert E. Schmidt, Jr.



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