Exhibit 10.18

                        FIFTH AMENDMENT TO LOAN AGREEMENT

     THIS FIFTH  AMENDMENT to Loan  Agreement is made this 15th day of February,
2001 by and among  AARICA  HOLDINGS,  INC.,  a Texas  corporation  ("hereinafter
called "Borrower"),  CAROL KOLOZS (hereinafter called "Guarantor") AARICA SPORT,
S.A. de C.V (hereinafter  called  "Aarica"),  TAIMEX  INDUSTRIES,  S.A. de C. V.
(hereinafter called "Taimex") and SCHMIDT INTERNATIONAL,  LLC, a Florida limited
liability (hereinafter called "Lender").

         WHEREAS, Borrower,  Guarantor and Lender entered into that certain Loan
Agreement dated March 8, 1999 (the "Agreement"),  whereby Borrower  acknowledged
borrowing  $240,000 through its subsidiary Taimex ("Original Loan") and borrowed
an additional $250,000, of which $137,500 has been repaid ("Second Loan"); and

         WHEREAS, Lender has advanced an additional $100,000 on October 6, 1999,
$75,000 on October 22,  1999,  $50,000 on December 9, 1999,  $75,000 on December
14, 1999, $50,000 on January 7, 2000, and $1,137,500 on January 14, 2000; and

          WHEREAS,  lender has advanced an additional $600,000 on June 27, 2000;
     and

         WHEREAS,  the  total  outstanding  balance  as of  December  1, 2000 of
$2,600,000 distributed in installments and Lender or Lender's bank also provided
letters of credit  (collectively  "Third Loan") and Guarantor guaranteed payment
of the First, Second, Third and Fourth Loans and;

         WHEREAS, Borrower and/or Aarica desire to borrow from Lender and Lender
desires to lend at Lender's option,  to Borrower an additional  $611,782 in cash
and  $1,273,383.00 in letters of credit issued or provided by Lender or Lender's
bank; and

         WHEREAS,  Borrower,  Lender and Guarantor desire to amend the Agreement
to reflect the  additional  $611,782 in cash (the "Cash") and  $1,273,383.00  in
letters  of  credit  ("Letters  of  Credit")  (the  Cash and  Letters  of Credit
hereinafter called the "Fifth 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:

1.       A new paragraph is added to Article I which reads as follows:

                  Further,  the Borrower agrees to borrow from, the Lender,  and
                  the Lender agrees to lend to the  Borrower,  the aggregate sum
                  of  Six  Hundred  Eleven  Thousand  Seven  Hundred  Eighty-two
                  Dollars ($611,782.00) in cash distributed as follows:

(a)      $130,012.00 on April 17, 2000;
(b)      $170,770.00 on June 12, 2000;
(c)      $130,000 on October 13, 2000;
(d)      $180,000 on November 14, 2000;

In addition, the Borrower agrees to borrow from the Lender and the Lender agrees
to lend to the Borrower the aggregates sum of $1,273,383.00 by providing letters
of credit issued as follows:

(a)      $195,936.80 on January 21, 2000;
(b)      $292,623.84 issued on May 23, 2000;
(c)      $148,910.00 issued on August 10, 2000;
(d)      $240,135.85 issued on August 22, 2000;
(e)      $371,663 issued on September 27, 2000.

Further  the Lender  acknowledges  as of this  date,  the  following  letters of
credit/bank acceptances are still outstanding and unpaid:

(a)      $240,135.85; (crossed out and initialed by CK and RESJr.)
(b)      $371,663 due by March 13, 2001.

1.      The first paragraph of Article II is hereby modified to read as follows:

         The  obligation  to repay the Loan  shall be  evidenced  by  Borrower's
         Promissory   Note,   Replacement   Note,  Third  Promissory  Note,  the
         Subsidiary Note,  Fourth Promissory Note, and the Fifth Promissory Note
         hereinafter  collectively  called the "Note",  all in substantially the
         form of Exhibit "A" hereto attached.

         Except as modified  by this  Agreement,  the  Agreement  as  previously
amended  shall  remain  unchanged  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  agreement 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.



<PAGE>




GUARANTORS:                                      BORROWER
                                       AARICA HOLDINGS, INC. a Texas corporation


/s/ Carol Kolozs
Carol Kolozs
                              By: /s/ Carol Kolozs
                                  Carol Kolozs


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


/s/ Carol Kolozs
Carol Kolozs

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


/s/ Carol Kolozs
Carol Kolozs


                                                 LENDER


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



                                                 SCHMIDT INTRNATIONAL, LLC



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


<PAGE>



                              FIFTH PROMISSORY NOTE


$979,313.00                                                        March 5, 2001
D.,F.,Mexico                                                              Mexico

         FOR  VALUE  RECEIVED,  the  Maker,  Aarica  Holdings,   Inc.,  a  Texas
corporation,  promises to pay to the order of the Payee, Schmidt  International,
LLC., 4340 W.  Hillsborough  Ave., #212,  Tampa, FL, 33614, the principle sum of
One  Million  Three  Hundred  and   Eighty-One   Dollars  and  Seventeen   Cents
(979,313.00)  with  interest  prime +5% from the date of the Note,  payable in a
lump sum balloon payment of the remaining  unpaid principle and accrued interest
due without  demand on the earlier of (i) the  initial  public  offer of Maker's
stock or (ii) May 15th , 2001.

         This Note may be paid in advance,  in whole or in part, without premium
or penalty. Each payment,  including any advance payment, shall be applied first
to payment of accrued interest and them to payment of the principal  installment
or installments last becoming due.

         This Note is payable at the address of the Payee as stated  herein,  or
at such other  place as the holder  hereof  may from time to time  designate  in
writing to the Maker.

         If a payment  required by this Note is not made when due, or within ten
(10) days  thereafter,  then the holder may declare the entire unpaid balance of
this Note accelerated and due and payable forthwith, and the failure to exercise
said option shall not waive the right to exercise  said option in the event of a
continuing or subsequent default.

         The Maker promises to pay all costs of collection,  including  expenses
of litigation,  appeals and attorneys' fees (including  bankruptcy and appellate
proceedings), reasonably incurred by the holder hereof because of the failure of
the Maker to comply with the agreements in this Not or any agreement pursuant to
which this Note is given, or either.  Presentment,  protest, notice of dishonor,
and notice of protest are hereby waived.

         This note is subject to the terms of that  certain  Loan  Agreement  as
amended between the parties hereto.

         MAKER HEREBY IRREVOCABLY  SUBMITS TO THE EXCLUSIVE  JURISDICTION OF THE
CIRCUIT COURT OF THE STATE OF FLORIDA,  COUNTY OF ORANGE,  AND THE UNITED STATES
DISTRICT  COURT FOR THE MIDDLE  DISTRICT FO FLORIDA IN ANY ACTION OR  PROCEEDING
ARISING  OUT OF OR  RELATING  TO THIS NOTE OR ANY OF THE  DOCUMENTS  EXECUTED IN
CONNECTION  HEREWITH,  AND MAKER  HEREBY  IRREVOCABLY  AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH FLORIDA
STATE OR FEDERAL COURT. MAKER HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT
IT  MAY  EFFECTIVELY  DO  SO,  THE  DEFENSE  OF AN  INCONVENIENT  FORUM  TO  THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING. MAKER ALSO IRREVOCABLY CONSENTS TO THE
SERVICE OF ANY AND ALL PROCESS TO MAKER BY REGISTERED  OR EXPRESS  MAIL,  RETURN
RECEIPT  REQUESTED,  AT HIS ADDRESS SPECIFIED  HEREIN.  SUCH SERVICE WILL BECOME
EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH MAILING AND WILL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE ON MAKER IN SUCH ACTION OR PROCEEDING.  MAKER AGREES
THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY MANNER
PROVIDED BY LAW.

         NOTHING IN THIS SECTION  SHALL AFFECT THE RIGHT OF PAYEE TO SERVE LEGAL
PROCESS  IN ANY OTHER  MANNER  PERMITTED  BY LAW OR AFFECT THE RIGHT OF PAYEE TO
BRING ANY ACTION OR  PROCEEDING  AGAINST  MAKER OR ITS PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION.

         MAKER, BY ITS ACCEPTANCE  HEREOF,  HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF UNDER OR IN CONNECTION
WITH THIS  AGREEMENT  OR ANY  AGREEMENT  EXECUTED IN  CONNECTION  HEREWITH OR IN
CONNECTION  WITH ANY DEFENSE,  COUNTERCLAIM  OR CROSS CLAIM ASSERTED BY MAKER IN
ANY SUCH LITIGATION.



MAKER:

AARICA HOLDINGS, INC., a Texas corporation


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


GUARANTOR:


/s/ Carol Kolozs
----------------------------------------------------------
Carol Kolozs