FIRST AMENDMENT TO CONSULTING AGREEMENT


     THIS FIRST AMENDMENT TO CONSULTING  AGREEMENT (the  "Amendment") is entered
into on the 15th day of June,  2000 and is made  effective  as of the 9th day of
July, 1999 by and between THE ACCENT GROUP, INC., a Georgia corporation ("AGI"),
ACCENT HOLDINGS, INC., a Georgia corporation ("AHI"), LAHAINA ACQUISTIONS, INC.,
a  Colorado  corporation  ("Lahaina"),   NOEL  ASSOCIATES,   LTD.,  an  Anguilla
international  business  corporation  ("Noel"),  and ACCENT ASSOCIATES,  LLC, a
Georgia  limited  liability  company  ("Accent")  (AGI and AHI  being  sometimes
referred to  collectively as the "Companies" and Noel and Accent being sometimes
referred to collectively as "Consultants").

                              W I T N E S S E T H :

     WHEREAS,  AGI,  AHI,  Lahaina,  Noel and Accent  entered  into a Consulting
Agreement dated July 9, 1999 (the "Consulting Agreement");

     WHEREAS,  since Section 3 of the Consulting  Agreement  contained an error,
the parties  desire to amend the  Consulting  Agreement in order to correct such
error.

     NOW,  THEREFORE,  in  consideration  of the sum of Ten Dollars ($10.00) and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, Purchaser and Sellers hereby agree as follows:

     1.  Consulting  Fees.  Section  3 of  the  Consulting  Agreement  entitled,
"Consulting  Fees,"  shall be  deleted in its  entirety  and  replaced  with the
following:

     "In return for its services  provided  hereunder and for past services of a
similar  nature,  Noel was granted the right to purchase and did purchase 31,800
shares of AHI's common  stock (now  converted  into 318,000  shares of Lahaina's
common  stock) for  nominal  consideration  and Accent was  granted the right to
purchase and did purchase  140,000  shares of AGI's common stock (now  converted
into 1,400,000 shares of Lahaina's common stock) for nominal  consideration (the
Lahaina shares issued to Noel and Accent are herein  referred to collectively as
the "Shares")."

     2. No Further  Modifications.  Except as modified herein,  all of the terms
and conditions of the Consulting  Agreement  remain  unchanged and in full force
and effect.

     3.  Miscellaneous.  This  Amendment is an integral  part of the  Consulting
Agreement.  Unless otherwise  defined herein,  any capitalized term used in this
Amendment shall have the meaning given to such term in the Consulting Agreement.
This  Amendment  may be  executed in any number of  counterparts,  each of which
shall be deemed an original,  but all of which  together  shall be deemed to one
and the same instrument.

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     IN WITNESS  WHEREOF,  the undersigned have executed this First Amendment to
Consulting Agreement effective the day and year first above written.

                                              THE ACCENT GROUP, INC.


                                              By:       /S/
                                                 Betty M. Sullivan
                                                 Executive V.P. and Secretary


                                              ACCENT HOLDINGS, INC.


                                              By:      /S/
                                                  Sherri Sagemiller
                                                  President


                                              LAHAINA ACQUISTIONS, INC.


                                              By:       /S/
                                                  L. Scott Demerau
                                                  President


                                              NOEL ASSOCIATES, LTD.


                                              By:       /S/
                                                  Philrose Bryan
                                                  Director


                                              ACCENT ASSOCIATES, LLC


                                              By:       /S/
                                                  Charles W. Demerau
                                                  President



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