Conversion of Note

The parties to that certain  Revolving  Credit Note dated April 30, 1998 between
Continental Capital & equity Corporation (hereafter referred to as "Lender') and
Aarica Holdings, Inc. and its affiliates and subsidiaries (hereafter referred to
as  "Borrower")  hereby  acknowledge  that  Borrower has  requested  that Lender
extinguish  said debt  balance,  that debt  balance  being  approximately  Three
Hundred  Thousand  Dollars  ($300,000.00)  as of June 29,  2000,  including  all
principal, interest, and expenses due Borrower, and Lender has agreed to convert
such debt into shares of common stock of Aarica Holdings,  Inc.,  subject to the
following:

1.   Borrower  shall instruct its counsel to issue 1 50,00D shares of restricted
     common  stock to Lender,  evidenced by a share  certificate  dated June 29,
     2000,  with such  certificate  bearing  the name of  Continental  Capital &
     Equity   Corporation.   Such  certificate  shall  be  delivered  to  Lender
     immediately following the execution of this Agreement.

2.   Borrower  shall  instruct  its  counsel to retrieve  the stock  certificate
     bearing the name of Carol  Kolozs in the amount of  2,400,000  shares which
     has been  pledged  by Mr.  Kolozs to a certain  Robert E.  Schmidt,  and to
     irrevocably cancel said certificate  immediately.  The parties  acknowledge
     that Mr.  Schmidt  previously  had in his  possession  a stock  certificate
     bearing the name of Carol  Kolozs in the  quantity of  2,600,000  shares of
     Aarica  Holdings,   Inc.  stock,  such  certificate   having  already  been
     irrevocably canceled.

3.   Borrower  shall instruct its counsel to prepare a new  certificate  bearing
     the name of Carol  Kolozs in the  quantity  of  2,250,000  shares of Aarica
     Holdings,  Inc.  common stock,  and to forward same to Robert E. Schmidt as
     collateral pursuant to agreements between Mr. Schmidt and Borrower.  Should
     Mr.  Schmidt  object to the return of the 2,400,000  share  certificate  in
     exchange for a new  certificate in the quantity of 2,250,000  shares,  then
     Borrower shall issue Lender 150,000 newly issued shares from the company in
     accordance with paragraph 1 of this Agreement.

4.   Borrower shall issue no further shares,  warrants,  nor options without the
     prior express  written  approval of Lender until such time as all shares of
     Aarica  Holdings,  Inc. held by Lender have been  registered to become tree
     trading  and are free from any  underwriter  lock-up,  except  Borrower  is
     authorized to issue any shares,  options,  and warrants previously approved
     and evidenced  through  actions of the Borrower's  Board of Directors as of
     June 28, 2000, and further Borrower shaII be allowed to issue up to 300,000
     shares of common stock at a price of not less than $2.00 per share  without
     the prior  written  approval  of the  Lender.  The  parties  agree that any
     portion of this paragraph that may need further  approval of the Borrower's
     Board of Directors shall be subject to such approval, and that Carol Kolozs
     acknowledges  that  in  the  event  such  further  Board  approval  may  be
     necessary,  that he  irrevocably  proxies his vote on such matters to James
     Schnorf.  The parties further  acknowledge  that in the event further Board
     approval is needed for this or any other provision in this Agreement,  that
     such situation  shall not invalidate any other  provision in this Agreement
     not  requiring  such  Board  approval,  and that Carol  Kolozs  irrevocably
     proxies  his vote to James  Schnorf  on any other such  provisions  in this
     Agreement requiring Board approval.




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5.   Borrower agrees to provide  piggy-back  registration  rights to the 150,000
     shares referenced by this Agreement,  and if such shares are not registered
     on or before April 30, 2001,  then Borrower  shall  initiate a registration
     statement upon the written request of Lender,  at Borrower's  expense,  and
     use  its  best  efforts  to make  said  registration  effective  as soon as
     possible.  Should  said  shares  not be  registered  by June 28,  2001 then
     Borrower  shall  issue an opinion  letter and a non  objection  letter,  at
     Borrowers  cost,  stating that such shares are freely  tradable  under Rule
     144.  The  parties  acknowledge  that  such  registration   provisions  are
     contingent upon Borrower's common stock being publicly traded.

6.   Lender is hereby  granted an option to purchase up to 250,000 shares of the
     Borrowers  common stock, to consist of newly issued shares,  at a price per
     share of $2.00. This option shall expire ninety (90) days from the later of
     (i) the date the underlying shares are registered to be free trade, or (ii)
     the date all shares of Aarica  Holdings,  Inc.  common stock held by Lender
     are free from any underwriter  lock-up.  These shares shall have piggy-back
     registration  rights In the event Lender shall  exercise any options,  then
     the Borrower agrees to issue an opinion letter and a  non-objection  letter
     at Borrower's  cost  indicating  such shares are freely tradable under Rule
     144 after one year has passed from the date of such option exercise. In the
     event that Lender shall exercise a minimum of 100,000  option shares,  then
     Borrower  shall  initiate a demand  registration  to  register  such shares
     within one hundred twenty (120) days of such exercise,  at Borrower's cost,
     and shall utilize its best efforts to make the registration  effective on a
     timely basis.  The $2.00  exercise  price for said options  shall  increase
     according to the following schedule:

          A. $2.50  fifteen  (15) days after the Borrower has filed its response
     to the  Securities  and Exchange  Commission's  (SEC) second comment letter
     concerning the Borrower's SB-2 prospectus.

          B. $3.00 five (5) days after  written  confirmation  has been received
     from the SEC deeming Borrower's SB-2 to be effective.

              C. $3.50 five (51 days after the Borrower's IPO date.

            D.   $4.00  thirty  (30)  days  after  the  Borrower's  IPO  date or
                 thereafter.  The parties  acknowledge  that Borrower desires to
                 engage  the  services  of the  Lender  for  investor  relations
                 support once  Borrower is publicly  traded,  under terms of the
                 Lenders  standard Market Access Program (MAP)  Agreement.  Such
                 terms  include a twelve  month  agreement  with cash payment in
                 advance for the length of the agreement,  in an amount equal to
                 $15,000 per month,  such cash payment to be made from  proceeds
                 of the IPO. The MAP  Agreement  shall  provide for Lender to be
                 provided  200,000 shares of stock at 120% of the IPO price.  In
                 the event  that  Lender  does not  exercise  its option for the
                 250,000   shares   referenced  in  paragraph  6  prior  to  the
                 Borrower's IPO date,  then Lender hereby agrees it shall not be
                 entitled to any options in the MAP Agreement.

7.   In the event that Borrower has not  consummated its initial public offering
     on or before  February 28,  2001,  then the option  exercise  price for the
     250,000 shares  referenced herein shall reduce from $2.00 per share to $.05
     per share,  and such shares shall come from the personal  holdings of Carol
     Kolozs as opposed to being newly issued  shares from the  Borrower.  In the
     event Robert  Schmidt,  holder of the pledged  shares of Carol Kolozs shall
     object to the  issuance of such shares from the  holdings of Carol  Kolozs,
     then Borrower shall issue new company shares to Lender.




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8.   Upon the execution of this  Agreement and the receipt of the 150~000 shares
     of  Aarica  Holdings,  Inc.  stock  by  Lender,  Lender  shall  cause to he
     delivered to Borrower the original  $300,000  Revolving Credit Note stamped
     "paid in full" and shall execute any other such reasonable documentation as
     requested by Borrower to evidence repayment of said Note.

          9.  The  parties  acknowledge  that  the  option  for  250,000  shares
     represents  consideration to Continental Capital for work performed through
     June 30, 2000 on  coordinating  the financing from Robert E. Stemmed,  Jr.,
     for  coordinating  the  efforts  to hire a  Chief  Financial  Officer,  and
     reviewing and assisting Africa in its audit efforts.

This  Agreement  has been  executed  with the full  authority of the  respective
parties on this June 29, 2000.

Aarica Holdings, Inc.                  Continental Capital & Equity Corporation

By_________________________________    By_______________________________

 Carol Kolazs, President                  Jim Schnorf, General Manager