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                              Warrant to Purchase 400,000 shares of Common Stock

                        APOLLO INTERNATIONAL OF DELAWARE, INC.

                                       Amended
                            Common Stock Purchase Warrant

                                  October 29,  1996

         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON 
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR 
OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS 
DECLARED EFFECTIVE UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF 
COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS 
OF THE ACT IS AVAILABLE.

         THIS CERTIFIES THAT Perryman Corporation N.V. (hereinafter sometimes 
called the "Holder"), is entitled to purchase from Apollo International of 
Delaware, Inc., a Delaware corporation (the "Company"), at the price and 
during the period hereinafter specified, up to 400,000 shares of the 
Company's common stock, $.01 par value (the "Common Stock").

         This Warrant, together with warrants of like tenor, is subject to 
adjustment in accordance with Paragraph 6 of this Warrant.

         1.   The rights represented by this Warrant shall be exercisable, at 
any time commencing one year from the effective date of the Company's 
Registration Statement for an initial public offering of its securities (the 
"Effective Date"), until May 10, 2001 (the "Exercise Period") at a purchase 
price of $3.00 per share (the "Exercise Price"), subject to adjustment in 
accordance with Paragraph 6.  After May 10, 2001, the Holder shall have no 
right to purchase any shares of Common Stock underlying this Warrant.

         2.  The rights represented by this Warrant may be exercised at any 
time within the Exercise Period above specified, in whole or in part, by (i) 
the surrender of this Warrant (with the purchase form at the end hereof 
properly executed) at the principal executive office of the Company (or such 
other office or agency of the Company as it may designate by notice in 
writing to the Holder at the address of the Holder appearing on the books of 
the Company);  and (ii) payment to the Company of the Exercise Price then in 
effect for the number of shares of Common Stock specified in the 
above-mentioned purchase form together with applicable stock transfer taxes, 
if any.  This Warrant shall be deemed to have been exercised, in whole or in 
part to the extent specified, immediately prior to the close of business on 
the date this Warrant is surrendered and payment is made in accordance with 
the foregoing provisions of this Paragraph 2, and the person or person in 
whose name or names the certificates for shares of Common Stock shall be 
issuable upon such exercise shall become the holder or holders of record of 
such shares of Common Stock at that time and date.  The certificate or 
certificates for the shares of Common Stock so purchased shall be delivered 
to such person or persons within a reasonable time, not exceeding thirty (30) 
days, after this Warrant shall have been exercised.

                                          
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         3.  Neither this Warrant nor the shares of Common Stock issuable 
upon exercise hereof have been registered under the Securities Act of 1933, 
as amended (the "1933 Act") nor under any state securities law and shall not 
be transferred, sold, assigned or hypothecated in violation thereof.  If 
permitted by the foregoing, any such transfer, sale, assignment or 
hypothecation shall be effected by the Holder surrendering this Warrant for 
cancellation at the office or agency of the Company referred to in Paragraph 
2 hereof, accompanied by an opinion of counsel satisfactory to the Company 
and its counsel, stating that such transferee is a permitted transferee under 
this Paragraph 3 and that such transfer does not violate the 1933 Act or such 
state securities laws.

         4.  The Company covenants and agrees that all shares of Common Stock 
which may be issued upon exercise of this Warrant will, upon issuance, be 
duly and validly issued, fully paid and nonassessable and no personal 
liability will attach to the Holder thereof.  The Company further covenants 
and agrees that during the Exercise Period, the Company will at all times 
have authorized and reserved a sufficient number of shares of its Common 
Stock to provide for the exercise of this Warrant.

         5.  The Warrant shall not entitle the Holder to any rights, 
including, without limitation, voting rights, as a stockholder of the Company.

         6.  The Exercise Price and Exercise Period in effect at any time and 
the number and kind of securities purchaseable upon the exercise of this 
Warrant shall be subject to adjustment from time to time upon the happening 
of certain events as follows:

              a.  If the Company shall (i) declare a dividend or make a 
distribution on its outstanding shares of Common Stock in shares of Common 
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock 
into a greater number of shares, or (iii) combine or reclassify its 
outstanding shares of Common Stock into a smaller number of shares, the 
Exercise Price in effect at the time of the effective date or record date, as 
the case may be, for such sale, dividend or distribution or of the effective 
date of such subdivision, combination or reclassification shall be adjusted 
so that it shall equal the price determined by multiplying the Exercise Price 
by a fraction, the denominator of which shall be the number of shares of 
Common Stock outstanding after giving effect to such action, and the 
numerator of which shall be the number of shares of Common Stock outstanding 
immediately prior to such action.

              b.  Whenever the Exercise Price payable upon exercise of each 
Warrant is adjusted pursuant to Paragraph 6a. above, the number of shares of 
Common Stock purchasable upon exercise of this Warrant shall simultaneously 
be adjusted by multiplying the number of shares of Common Stock initially 
issuable upon exercise of this Warrant by the Exercise Price in effect on the 
date hereof and dividing the product so obtained by the Exercise Price, as 
adjusted.

              c.  Notwithstanding any adjustment in the Exercise Price or the 
number or kind of shares of Common Stock purchasable upon the exercise of 
this Warrant, certificates for Warrants issued prior or subsequent to such 
adjustment may continue to express the same price and number and kind of 
shares of Common Stock as are initially issuable pursuant to this Warrant.

              d.  In addition to the modification provisions of Section 1.b. 
hereof, the Company may, but under no circumstances is obligated to, modify 
the terms of this Warrant to provide 

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for an earlier commencement of the Exercise Period, or to extend the Exercise 
Period or to lower the Exercise Price, at any time prior to the expiration of 
this Warrant.

         7.  This Agreement shall be governed by and in accordance with the 
laws of the State of Florida, without regard to its conflicts of laws 
principles.

         8.  This Amended Warrant amends and restates in full the Warrant 
issued to Holder dated October 29, 1996.

         IN WITNESS WHEREOF, APOLLO INTERNATIONAL OF DELAWARE, INC. has 
caused this Warrant to be signed by its duly authorized officer as of the 
date set forth on the first page hereof.

                             APOLLO INTERNATIONAL OF DELAWARE, INC.



                             By:  /s/ David W. Clarke                 
                                  -----------------------------------
                                  David W. Clarke
                                  President



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                                    EXERCISE FORM

                            To Be Executed by the Holder 
                            in Order to Exercise Warrant

    The undersigned Holder hereby irrevocably elects to exercise this Warrant 
and to purchase _____ shares of the Company's Common Stock issuable upon the 
exercise of such Warrant, and requests that certificates for such securities 
shall be issued in name of:

    _____________________________________________________________________
    _____________________________________________________________________
    _____________________________________________________________________
    (please print or type name and address)

    _____________________________________________________________________
    (please insert social security or other identifying number)


and be delivered:


    _____________________________________________________________________
    _____________________________________________________________________
    _____________________________________________________________________
    (please print or type name and address)

    _____________________________________________________________________
    (please insert social security or other identifying number)


and if such number of shares of Common Stock shall not be all the shares 
evidenced by this Warrant Certificate, that a new Warrant Certificate for the 
balance of such shares be registered in the name of, and delivered to, the 
Holder.