ASSIGNMENT OF LOAN


          THIS ASSIGNMENT OF LOAN (this  "Assignment")  effective as of the 14th
     day of January,  2000,  by and among ROBERT E. SCHMIDT,  JR.  ("Assignor"),
     SCHMIDT   INTERNATIONAL,   LLC,  a  Florida   limited   liability   company
     ("Assignee"),  AARICA HOLDINGS, INC., a Texas corporation ("Borrower"), and
     CAROL KOLOZS,  AARICA SPORT, S.A. de C.V., AND TAIMEX  INDUSTRIES,  S.A. de
     C.V. (collectively the "Guarantors").

         WHEREAS,  Borrower,  Guarantors, and Assignor entered into that certain
Loan  Agreement  dated  March 8, 1999,  as  amended,  whereby  Borrower  and its
subsidiaries  borrowed an aggregate of $2,377,500.00  from Assignor (the "Loan")
and Guarantors guaranteed the Loan; and

         WHEREAS,  Assignor  desires to assign  all of his  rights,  title,  and
interest under the Loan,  including all loan documents,  promissory  notes,  and
security  documents  , and  Assignee is willing to accept  such  assignment  and
assume all obligations thereunder.

         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 as
follows:

          1.  Recitals.  The above  recitals are hereby  incorporated  herein by
     reference.

          2.  Assignment  of Loan.  Assignor  hereby  assigns all of his rights,
     title, and interest under the Loan to Assignee.

          3. Acceptance of Assignment. Assignee hereby accepts the assignment of
     all of Assignor's  rights,  title,  and interest  under the Loan,  relieves
     Assignor of all liability, and assumes all obligations thereunder.

          4. Consent.  Borrower and Guarantors  hereby consent to the Assignment
     of the Loan from Assignor to Assignee.
         IN WITNESS  WHEREOF,  the parties hereto have executed this  Assignment
the day and year first above written.

ASSIGNEE:                                                     ASSIGNOR:

SCHMIDT INTERNATIONAL, LLC


By: /s/ Robert E. Schmidt, Jr.      ___              /s/ Robert E. Schmidt, Jr.
    -----------------------------------              --------------------------
      Robert E. Schmidt, Member                         Robert E. Schmidt, Jr.







BORROWER:                                            GUARANTOR:

AARICA HOLDINGS, INC.


By: /s/ Carol Kolozs       _____                              /s/ Carol Kolozs
    ----------------------------                              ----------------
      Carol Kolozs, President                                 Carol Kolozs



GUARANTOR:

AARICA SPORT, S.A. de C.V.                  TAIMEX INDUSTRIES, S.A. de C.V.


By: /s/ Carol Kolozs                                    By:_ /s/ Carol Kolozs
   -----------------                                    -----------------------
      Carol Kolozs, President                           Carol Kolozs, President



ORLDOCS 10007046.1 LMW