THIRD AMENDMENT TO FINANCIAL CONSULTING AGREEMENT

The respective  parties to that certain  Financial  Consulting  Agreement  dated
April 21, 1998 between  Continental  Capital & Equity Corporation  (Consultant),
Carol  Kolozs,  and Company with both parties  agreeing and  understanding  that
"Company"  shall be  deemed  to  include  Aarica  Holdings,  Inc.  (AHI) and all
subsidiaries of AHI, do hereby ratify and agree to execute the stated amendment.

Section 5 A. shall be amended to read as follows:

CCEC shall be  entitled  to  receive  200,000  shares of Company  stock from the
personal  holdings  of Carol  Kolozs  for  services  performed  pursuant  to the
Company's  private  placement  offering in June,  1999.  Such shares are due and
payable  within  thirty  (30)  days of the  closing  of said  private  placement
offering. The shares shall have piggyback registration rights and any other such
registration rights as may be negotiated between CCEC and underwriters.

All other terms and  conditions  of the  Financial  Consulting  Agreement  shall
remain in full force and effect

Consultant
By: /s/ Jim Schnorf                                           June 17, 1999
  ---------------------                                       -------------

      Jim Schnorf                                                  Date
     Its: Chief Financial Officer

Company

By /s/ Carol Kolozs_______
   ----------------
     Carol Kolozs                                             June 17, 1999
                                                              -------------

Carol Kolozs                                                       Date
Its President


Carol Kolozs

/s/ Carol Kolozs                                              June 17, 1999

                                      Date


<PAGE>



SECOND AMENDMENT TO FINANCIAL CONSULTING AGREEMENT

The respective  parties to that certain  Financial  Consulting  Agreement  dated
April 21, 1998 between  Continental  Capital & Equity Corporation  (consultant),
Carol Kolozs,  and Company,  with both parties agreeing and  understanding  that
"Company"  shall be deemed  to  include  Aarica  Holdings,  Inc.,  (AHI) and all
subsidiaries of AHI, do hereby ratify and agree to execute the stated  amendment
this day and date.

Section 5 shall now be entitled "Compensation to be paid by Kolozs and the
Company"

Section 5 shall be amended to read as follows:

The  Company  and  Kolozs  agree  to pay a fee to  Consultant  for the  services
described  herein and shall pay additional  fees for work performed on behalf of
the Company in cash or stock as agreed by the parties. Said fees are as follows:

A.    Upon  securing  a  commitment  for  financing,  merger/acquisition,  joint
      venture,  marketing  agreement(s) and/or other strategic alliances,  or an
      initial public offering,  Consultant is entitled to greater of (i) 200,000
      shares,  or (ii) 4% of Company's  common,  stock on a fully diluted basis.
      Twenty Percent (20%) of said shares/ownership shall be in the form of free
      trading shares,  with the balance to have piggyback  registration  rights.
      All such shares shall come from the personal holdings of Carol Kolozs.

B.    A Two Percent (2%) cash bonus on gross funds  received from  introductions
      made by Consultant to include the above  referenced  underwriting.  In the
      event  of  a  "bridge"  funding  prior  to  an  initial  public  offering,
      consultant  shall  defer  payment  of said 2%,  fee until  closing  of the
      initial  public  offering,  but in no event  will such  deferral  be for a
      period more than six (6) months  from the  closing of the bridge  funding.
      Such fee will be paid by Company.

This amendment is executed this 19th day of March, 1999.

Consultant                                                    Carol Kolozs

By:/s/ John R. Manion                                   /s/ Carol Kolozs
  ---------------------------                          ----------------------
      John R Manion
      Its: President

 Company

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




<PAGE>


                   AMENDMENT TO FINANCIAL CONSULTING AGREEMENT

The respective  parties to that certain  Financial  Consulting  Agreement  dated
April 21, 1998 between Continental Capital & Equity Corporation (Consultant) and
Carol Kolozs  (Company),  with both  parties  agreeing  and  understanding  that
"Company"  shall be  deemed  to  include  Aarica  Sport,  S.A.  DE C.V.,  Taimex
Industries,  and any and all other such affiliated  companies,  do hereby ratify
and agree to execute the stated amendment this day and date. Whereas, Consultant
was  retained  by Company to perform  certain  functions  as  enumerated  in the
original  Financial  Consulting  Agreement,  and Whereas,  the scope of services
being requested to be performed by Consultant has specifically  expanded, at the
request of the Company, to include  participation in, among other things (i) the
restructuring  of the company's  bank debt,  (ii) detailed  discussion  with the
Company's  external  audit  firm  concerning  format and  content of  footnotes,
matters involving  inventory,  disputes,  and legal matters, and methods to help
expedite  the  conclusion  of the  audit,  and (iii)  assisting  the  Company in
selecting a Chief Financial Officer.
Now Therefore, the parties do mutually agree to execute the following amendment:
5. Compensation to be paid by Company
The company agrees to pay a fee to Consultant for the services  described herein
and shall pay  additional  fees for work  performed  on behalf of the Company in
cash or stock as agreed by the  parties.  Said fees are payable as  follows:  A.
Upon securing a commitment for a financing,  merger/acquisition,  joint venture,
marketing agreement(s) and/or other strategic
     alliances, or an initial offering, Consultant is entitled to the greater of
     (i) 200,000 shares or (ii) 4% of Company's  common stock on a fully diluted
     basis. Twenty Percent (20%) of said  shares/ownership  shall be in the form
     of free trading  shares,  with the balance to have  piggyback  registration
     rights.
B.   A Two Percent (2%) cash bonus on gross funds  received  from  introductions
     made by Consultant  to include the above  referenced  underwriting.  In the
     event of a "bridge" funding prior to a subsequent funding, Consultant shall
     defer payment of said 2% fee until closing of the subsequent  funding,  but
     in no event for a period longer than six (6) months from the closing of the
     bridge funding.
This  amendment  is  executed  this 25th day of  August,  1998,  by and  between
Consultant  and  Company.  Both  parties  acknowledge  that each  possesses  the
necessary  authority  to  execute  said  amendment  and  that by the  respective
signatures  below the full power and  authority has been approved and granted to
said signatories.
The parties further  acknowledge  that (i) this  Amendment,  integrated with the
April 21, 1998 Financial Consulting Agreement previously referenced,  eliminates
and supersedes any previous Financial Consulting  Agreements between the parties
and/or  the  respective  principals,  and (II)  that  certain  Revolving  Credit
Agreement and all related documents, dated April 30, 1998, involving the parties
and  principals  referenced  herein,  is  still  due and  payable,  and that the
repayment and conditions of said Revolving Credit Agreement are in no way waived
nor modified as a result of the Amendment.

Consultant
By: /s/ John R. Manion
    -----------------------------
Continental Capital & Equity Corporation
John R. Manion
Its: President

Company

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


<PAGE>


                         FINANCIAL CONSULTING AGREEMENT

This Agreement  ("The  Agreement")  is made this 21st day of April,  1998 by and
between  CONTINENTAL  CAPITAL & EQUITY CORPORATION located at 195 Wekiva Springs
Road,  Suite 200,  Longwood,  FL 32779,  hereinafter  sometimes  referred  to as
Consultant  and CAROL  KOLOZS,  located at Lago  Chalco No. 156,  Col.  Anahuac,
Mexico, D.F.C.P. 11320, hereinafter sometimes referred to as the Company.

WITNESSETH:

Whereas,  Consultant  is a financial  relations  company  which  specializes  in
assisting companies in becoming publicly traded,  introducing sources of interim
capital,   funding  merger  and  acquisition  candidates  and  in  disseminating
information about publicly traded companies, and

Whereas,   the   Company,   its   subsidiaries,    affiliates,   directors   and
representatives,  collectively  referred  to as the  Company,  desires  to  have
Consultant identify and arrange meeting(s) with publicly held companies that may
be  interested  in  furthering  the business of the Company by raising  capital.
joint venturing,  acquiring, merging or some other means which proves beneficial
to the Company and

Whereas, the Company desires to retain Consultant for the purposes of consulting
on potential  sources of capital in addition to making strategic  introductions,
and

Whereas, Consultant is willing to accept the Company as a client.

NOW THEREFORE,  In consideration of the mutual covenants herein contained, it is
agreed:

     1. ENGAGEMENT:  The Company hereby engages  Consultant to perform financial
consulting services described in section 2 of this agreement, but subject to the
further provisions of this agreement.

2. CONSULTING SERVICES: Consists of the following:

     (A) Consultant will attempt to introduce to the Company  potential  sources
of capital, merger,  acquisition,  joint venture,  marketing agreement(s) and/or
other  strategic  alliances  which may benefit the Company in the performance of
implementing its business plan(s).

3. TIME OF  PERFORMANCE:  Services to be performed  under this  agreement  shall
commence upon execution of this  agreement and shall  continue until  completion
which is  generally  expected  to occur  within one year.  This  agreement  will
automatically renew, unless either party informs the other within thirty days of
its termination, their intent to cancel.

4.  TERMINATION:  Either party may cancel this  agreement by supplying the other
party  with  a 15 day  written  notice  of  their  intent  to do  so.  Under  no
circumstance  will  cancellation  of this  agreement  cancel  any fees which are
earned or in the process of being earned. In other words all introductions  made
by the Consultant, which result in a benefit to the Company will be deemed fully
earned fees by the Consultant regardless of cancellation.  In the event that the
Company fails to cooperate  with  Consultant or falls to make timely  payment of
the compensation set forth herein,  Consultant shall have the right to terminate
any  further  performance  under  this  agreement.  In  such  event  all  earned
compensation shall become immediately due and payable.

     5. COMPENSATION TO BE PAID BY THE COMPANY:  The Company agrees to pay a fee
to Consultant for the services  described  herein and shall pay additional  fees
for work  performed  on behalf of the  Company in cash or stock as agreed by the
parties. Said fees are payable as follows:

      (A) Upon securing a commitment for a financing, merger/acquisition,  joint
venture,  marketing agreement(s) and/or other strategic alliances, or an initial
offering  Consultant  is entitled to 300,000  shares or four percent (4%) of the
Company's  Common  Stock.  Twenty  percent  (20%) of which will be free  trading
shares  of the  Company's  Common  Stock.  with the  balance  to have  piggyback
registration rights.

      (B)  A  four  percent  (4%)  cash  bonus  on  any  funds   received   from
introductions made by Consultant to include the above reference underwriting.

     6. LIMITATION OF LIABILITY: If Consultant fails to perform its duties under
this agreement.  its entire liability to the Company shall not exceed the amount
of compensation Consultant has received from the Company.

7. CONFIDENTIALITY/NONDISCLOSURE/NONCIRCUMVENTION:

      (A) Until  such time as the same may  become  publicly  known,  Consultant
agrees that any  information  of a  confidential  nature will not be revealed or
disclosed to any person or entity except in the  performance  of this  Agreement
and upon written  request of the Company all materials,  original  documentation
provided by the Company will be returned to it.

      (B) Further,  the Company  agrees not to circumvent or interferes  with or
attempt to  circumvent  or interfere  with the business  relationships  existing
between  Consultant and any financing  sources  introduced to the Company by the
Consultant.

      (C) The  Company  shall not  pursue  any  business  relationship  with any
financing  source  introduced  to the Company by the  Consultant,  now and for a
period of two years  subsequent to the date this Agreement is executed.  without
the expressed written permission of Consultant. If the Company should circumvent
Consultant  and enter into a business  relationship  with any  financing  source
introduced to the Company by Consultant, Consultant shall be entitled to receive
a fee of 6% of the gross  proceeds  received by the Company  upon closing of any
such related transaction.

     (D) The Company may disclose  information  concerning any financing  source
introduced by Consultant to Its professional advisors,  such as legal counsel or
accountant. but must first establish that all agents must abide by the Company s
obligations and covenants established herein.

8. NOTICES: All notices hereunder shall be in writing and addressed to the party
at the address  herein set forth,  or at such other  address as to which  notice
pursuant to this section may be given, and shall be given by personal  delivery,
by certified  mail,  express  mail or by national  overnight  courier  services.
Notices  will be deemed  given upon the  earlier of actual  receipt or three (3)
business days after being mailed or delivered to such courier service.

Notices shall be addressed to Consultant at

Suite 200
195 Wekiva Springs Road
Longwood, FL  32779

and to the Company at:

Lago Chalco No. 156
Col. Anahuac
Mexico, D.F.C.P. 11320

Any notices to be given  hereunder  will be effective if executed by and sent by
the attorneys for the parties  giving such notice,  and in connection  therewith
the parties and their  respective  counsel agree that in giving such notice such
counsel  may  communicate  directly in writing  with such  parties to the extent
necessary to give such notice.

9.  SEPARABILITY:  If one of more of the provisions of this  Agreement  shall be
held invalid,  illegal, or unenforceable in any respect, such provision,  to the
extent invalid,  illegal, or unenforceable,  and provided that such provision is
not  essential  to the  transaction  provided for by this  Agreement,  shall not
affect any other  provision  hereof and the  Agreement  shall be construed as if
such provision had never been contained herein.

10. MISCELLANEOUS:

     (A) REGISTERED  CLIENTS:  The  Consultant  agrees to get a 1etter from each
client(s) it introduces to the Company  which assures the  Consultant  that said
client(s)  has no  previous  working  relationship  with  the  Company  and then
register  such  client  with the  Company.  The  Company  agrees to  inform  the
Consultant  within 1 hour of  receipt  of the  registered  should  they have any
discrepancy.

      (B)  GOVERNING  LAW: This  Agreement  shall be governed by the laws of the
State of Florida where  Consultant  resides and this Agreement has been accepted
by Consultant.

     (C) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.

     (D)  MULTIPLE  COUNTERPARTS:  This  Agreement  may be  executed in multiple
counterparts.  each of which shall be deemed an original.  It shall be necessary
that each party execute each counterpart.

Executed as a sealed instrument as of the day and year first above written.

CONFIRMED AND AGREED ON THE  24th DAY OF  April,   1998
                             ----         -------


CONTINENTAL CAPITAL & EQUITY CORPORATION

By: _/s/ (not legible)________              /s/ John R. Manion
     ----------------                        ----------------------------
     CCEC Representative                    CCEC Officer

      /s/ (not legible                      /s/ James Manion
      -------------------------             -----------------------------
     Witness                                Witness



CONFIRMED AND AGREED ON THE 24th DAY OF  April,  1998
                            ----         ------

CAROL KOLOZS

By: /s/ Carol Kolozs
     --------------------------
       Duly Authorized