AMENDED AND RESTATED
                               GUARANTY AGREEMENT

     THIS  AMENDED AND  RESTATED  GUARANTY  ("Guaranty")  given this 14th day of
January,  2000, by Carol Kolozs  ("Guarantor"),  to Robert E. Schmidt,  Jr., his
successors and assigns and any successor holder of the Notes ("Creditor").

     WHEREAS, Aarica Holdings,  Inc., a Texas corporation,  and its subsidiaries
("Borrower")  are indebted to Creditor in the aggregate  principal amount of Two
Million   Three   Hundred   Seventy-Seven    Thousand   Five   Hundred   Dollars
($2,377,500.00)   ("Loan")  which   indebtedness   is  evidenced  by  Borrower's
Promissory Note dated March 8, 1999, in the principal amount of $250,000.00,  of
which  $137,500.00 has been repaid,  Replacement  Promissory Note dated March 8,
1999, in the principal  amount of $240,000.00,  Subsidiary Note of Aarica Sport,
S.A. de C.V. and Taimex Industries,  S.A. de C.V. dated January 14, 2000, in the
principal  amount of  $750,000.00,  and Third  Promissory Note dated January 14,
2000, in the principal amount of $1,137,500.00 (collectively the "Notes"); and


         WHEREAS,  repayment of the indebtedness evidenced by the Notes is being
secured by an Amended and Restated Stock Pledge Agreement  between Guarantor and
Creditor of even date herewith; and

         WHEREAS,  to induce  Creditor  to make the Loan and to grant such other
accommodations  to Borrower,  including  Letters of Credit, as Creditor may deem
proper, and with full knowledge that the Loan, and any such other accommodations
would not be made  unless  payment  of all  amounts  due under the Notes and the
performance  and/or  observance  by  Borrower  of all of the  terms,  covenants,
conditions  and  agreements on its part to be observed or performed  pursuant to
the Notes,  the Amended  and  Restated  Stock  Pledge  Agreement,  and all other
security documents ("Security Documents") are guaranteed by Guarantor; and

         WHEREAS, Guarantor is the sole shareholder of Borrower, and as a result
of Guarantor's  ownership interest in Borrower,  Guarantor will receive a direct
benefit from the Loan.

         NOW THEREFORE,  for and in  consideration of the making of the Loan and
other good and valuable consideration,  receipt of which is hereby acknowledged,
it is agreed as follows:



<PAGE>



                                       -6-

     1.  Guarantor  does hereby  unconditionally  guaranty  the due and punctual
payment  to  Creditor  of the  amount of the  Indebtedness  as  herein  defined.
"Indebtedness", for the purposes of this Guaranty, means the primary obligations
of Borrower for payment of


     the sums due under the Notes,  including  but not  limited  to, all sums of
principal,  accrued interest,  collection costs,  advances,  attorneys' fees and
costs,  and all monies  extended  by  Creditor  which are  prescribed,  allowed,
evidenced  or secured by the Notes and all  security  documents;  all Letters of
Credit  issued or to be issued by Creditor to  Borrower;  and for payment of any
and all liabilities,  whether fixed or contingent,  whether now due or hereafter
due and whether  secured or  unsecured,  of the Borrower to Creditor  arising or
accruing by virtue of the  Security  Documents.  The term  "Indebtedness"  shall
include all renewals, modifications and extensions thereof.

     2. In addition to the  guaranty  provided in Paragraph  1,  Guarantor  does
hereby further unconditionally guarantee the amount of:

     (1) Loss or damage  caused by the removal or disposal of any portion of the
Collateral (as defined in the Amended and Restated Stock Pledge Agreement);

(2)               Loss  or  damage  suffered  by  Creditor  as a  result  of  or
                  attributable  to any fraud or  misrepresentations  by Borrower
                  contained in the Notes,  Security Documents,  or any documents
                  entered into in connection with the  acquisition,  issuance or
                  financing of the Collateral;

(3)               Loss  or  damage  suffered  by  Creditor  as a  result  of the
                  misapplication of: (i) any products or proceeds, as such terms
                  are  defined in Article 9 of the  Uniform  Commercial  Code as
                  adopted by the State of Florida, from the Collateral following
                  any  notice of  default  to  Borrower,  (ii) any and all costs
                  (including,  but not limited to attorneys' fees,  whether suit
                  is instituted or not) incurred by Creditor in the  enforcement
                  of the Notes or the Security Documents  following a default by
                  Borrower.

         For  purposes  of this  Paragraph,  "misapplication"  means  Borrower's
         failure to apply funds to the payment of principal,  interest and other
         amounts due under the Notes.

3.       The liability of Guarantor shall continue until this Guaranty is marked
         "Canceled"  by the  Creditor  and  returned to the  Guarantor  upon the
         payment in full of the entire Indebtedness.

4.       The obligations of Guarantor hereunder are unconditional,  irrespective
         of the genuineness,  validity,  negotiability or  enforceability of the
         Notes  or any of the  Security  Documents  and are  independent  of the
         obligations of the Borrower.  Creditor may prosecute a separate  action
         or actions hereon against Guarantor,  whether action is brought against
         Borrower, any other guarantor or the Collateral and whether Borrower is
         joined in any such action or actions.

     5. Guarantor  authorizes  Creditor,  without notice of demand,  and without
affecting the liability of Guarantor hereunder, from time to time to:


<PAGE>


     (1)  Waive  compliance  with,  or any  defaults  under,  or grant any other
indulgences with respect to, the Notes or any of the other Security Documents;

     (2) Agree with  Borrower to modify,  amend or change any  provision  of the
Notes or any of the other Security Documents;

(3)               Grant to Borrower  extensions  or renewals of the Notes or any
                  other of the Security  Documents,  and/or  effect any release,
                  compromise or  settlement in connection  with the Notes or any
                  of the Security Documents;

     (4) Agree with  Borrower to the  substitution,  exchange,  release or other
disposition  of all or any part of the  Collateral  encumbered  by the  Security
Documents;
(5)               Make  advances  for the  purpose  of  performing  any  term or
                  covenant  contained in the Notes or any of the other  Security
                  Documents  with respect to which Borrower or the then owner of
                  the Collateral shall be in default;

     (6) Assign or  otherwise  transfer  the Notes or any of the other  Security
Documents or this Guaranty or any interest therein or herein;

     (7) Add  additional  guarantors  and  release or make  settlement  with any
person or entity comprising Guarantor; and

     (8) Deal in all  respects  with  Borrower as if this  Guaranty  were not in
effect.
6.       Guarantor hereby expressly waives each and all of the following:

(1)      Notice of acceptance of this Guaranty to Creditor;

     (2) Notice of the amount of  Indebtedness  now existing or which  hereafter
may exist under the Notes;

     (3)  Notice  of  demand  for  payment,  notice of  default  or  nonpayment,
presentment, protest and notice of protest, as to the Notes;

     (4) All other  notices to which  Guarantor  might  otherwise be entitled in
connection with this Guaranty, the Notes or other Security Documents;


<PAGE>


     (5)  Any  right  to  require  Creditor,  as a  condition  precedent  to the
enforcement of this Guaranty,  to exhaust any security for payment of said Notes
by  foreclosure  proceedings  or  otherwise,  or to pursue  any other  rights or
remedies  which  Creditor has or hereafter  may have against the Borrower or any
subsequent  endorser  of the  Notes,  whether  such  rights  exist by statute or
otherwise,  it being  agreed by  Guarantor  that its  guaranty  hereunder  is an
absolute  guarantee  of  payment  and not of  collection,  that the  failure  of
Creditor to exercise any rights or remedies it has or may have against  Borrower
shall in no way impair the obligation of said guaranty and that the liability of
Guarantor hereunder is and shall be direct and unconditional; and;


     (6) All defenses, offsets and counterclaims which Guarantor may at any time
have to any claim of Creditor against Borrower.

7.       Guarantor further agrees to each and all of the following:

(1)               No change of  ownership or legal title to all or a part of the
                  Collateral,  whether  effected  with  or  without  consent  of
                  Creditor, shall affect, change or discharge the obligations of
                  Guarantor except as provided for the release of the Collateral
                  in the Security Documents;

(2)               This  Guaranty  shall not be  discharged  or  affected  by the
                  dissolution,  liquidation,  merger,  termination, or any other
                  type of corporate  reorganization  or restructure of Guarantor
                  or Borrower; and

     (3) In the event action is commenced  to enforce this  Guaranty,  Guarantor
agrees to pay Creditor's  costs of suit and its reasonable  attorneys' fees in a
sum to be fixed by the Court.

8.       All  indebtedness  of Borrower  now or  hereafter  held by Guarantor is
         hereby  subordinated to the  Indebtedness of Borrower to Creditor,  and
         such  indebtedness  of Borrower to Guarantor,  if Creditor so requires,
         shall be  collected,  enforced and received by Guarantor as Trustee for
         Creditor,  and shall be paid to Creditor on account of  Indebtedness of
         Borrower to Creditor but without reducing or affecting the liability of
         Guarantor  under the other  provisions of this Guaranty  (except to the
         extent of the actual payment thereof to Creditor).

9.       Creditor,  without  notice to or consent of Guarantor,  may assign this
         Guaranty  in whole  or in part and may  disclose  to any  assignee  any
         information or other data or material in Creditor's possession relating
         to Guarantor.  This  Guaranty  shall inure to the benefit of and may be
         relied upon and enforced by Creditor's successors and assigns and shall
         be binding upon Guarantor and the legal  representatives and assigns of
         Guarantor,  except that Guarantor may not assign its liabilities  under
         this  Guaranty  without the prior  written  consent of Creditor,  which
         consent Creditor, in its sole discretion may withhold.



<PAGE>


10.      Except for any notice  required  by law to be given in another  manner,
         all  notices,   waivers,  demands,  requests  or  other  communications
         required or permitted by this Guaranty (collectively, "Notices"), to be
         effective,  shall be in writing, properly addressed, and shall be given
         (i) by personal  delivery,  (ii) by  established  overnight  commercial
         courier  with  delivery  charges  prepaid  or duly  charged,  (iii)  by
         registered or certified  mail,  return receipt  requested,  first class
         postage prepaid, or (iv) by facsimile transmission, as follows:

If to Creditor:                             Robert E. Schmidt, Jr.
--------------
                                            4340 W. Hillsborough Ave., #212
                                            Tampa, FL  33614

With a copy to:                     James G. Willard, Esquire
                                            20 North Orange Avenue
                                            Suite 1000
                                            Orlando, FL  32801-4626

If to Guarantor:                    Carol Kolozs
---------------
                                            1080 Howell Branch Rd.
                                            Winter Park, FL  32789

With a copy to:                     Jim Schnorf, Esq..
                                            Continental Capital
                                            195 Wekiva Springs Rd., Suite 200
                                            Longwood, FL  32779

         or to any other  address or addressee as any party  entitled to receive
         notice under this  Agreement  shall  designate,  from time to time,  to
         others in the manner  provided in this  Paragraph 10 for the service of
         Notices.

         Notices  delivered  by personal  delivery  shall be deemed to have been
         given upon  tender to a natural  person at the address  shown.  Notices
         delivered by overnight  courier  shall be deemed to have been given the
         next business day after delivery to such overnight  commercial courier.
         Notices  delivered  by mail  shall be deemed to have been  given on the
         second (2nd) day after  deposit  into the United  State Postal  System.
         Notices  delivered by facsimile shall be deemed to have been given upon
         confirmation of  transmission to the correct  facsimile phone number of
         the  intended  recipient.  All  copies of Notices  sent to the  parties
         listed above as receiving copies are sent as an accommodation  only and
         the  lack  of  any  such  notice  shall  not  effect  the  validity  or
         effectiveness of the notice to Creditor or Guarantor.



<PAGE>


11.      If,  at any  time,  payment  of any of  the  Indebtedness  or any  part
         thereof,  is  rescinded  or  otherwise  must be restored or returned to
         Creditor upon the insolvency,  bankruptcy or reorganization of Borrower
         or under  any  other  circumstances  whatsoever,  this  Guaranty  shall
         continue  effective  or shall  (if  previously  deemed  terminated)  be
         reinstated, as the case may be, as if such payment had not been made or
         performance completed.

12.      Guarantor  shall be liable for  payment to  Creditor  of  post-petition
         interest  accruing under the Security  Documents and all costs incurred
         or expended by Creditor, including, but not limited to, attorneys' fees
         even if Borrower's  obligation to Creditor ceases to exist by operation
         of law.

13.      If  any   provision  of  this   Guaranty  is  held  to  be  invalid  or
         unenforceable in any respect,  the validity of the remaining covenants,
         agreements,  terms or  provisions  contained  herein in no way shall be
         affected, prejudiced or disbursed thereby.

14.      No  provision of this  Guaranty  shall be  modified,  waived,  altered,
         terminated, or discharged except by a written instrument or instruments
         executed  by the party  against  which  enforcement  of said  action is
         asserted.  Any alleged  modification,  waiver,  alteration or amendment
         which is not so documented shall not be effective as to any party.

15.      If  this  Guaranty  is  signed  by  more  than  one  person,   firm  or
         corporation,   then  all  obligations  of  any  such  person,  firm  or
         corporation shall be joint and several.

     16. As used  herein,  the  singular  number  includes  the plural,  and the
masculine gender includes the feminine and neuter.

     17. Until all the Indebtedness  has been paid in full,  Guarantor shall not
have any right of subrogation unless expressly granted in writing by Creditor.


<PAGE>


     18. Consent to Jurisdiction.  GUARANTOR HEREBY  IRREVOCABLY  SUBMITS TO THE
JURISDICTION OF THE SUPREME COURT OF THE STATE OF FLORIDA, COUNTY OF ORANGE, AND
THE  UNITED  STATES  DISTRICT  COURT FOR THE MIDDLE  DISTRICT  OF FLORIDA IN ANY
ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS  GUARANTY  AGREEMENT OR
ANY OF THE DOCUMENTS  EXECUTED IN  CONNECTION  HEREWITH,  AND  GUARANTOR  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. GUARANTOR 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.
GUARANTOR ALSO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY
SUCH ACTION OF  PROCEEDING BY THE MAILING OF A COPY OF SUCH PROCESS TO GUARANTOR
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
GUARANTOR IN SUCH ACTION OR PROCEEDING.  GUARANTOR  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  CREDITOR TO SERVE
         LEGAL PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR AFFECT THE RIGHT
         OF CREDITOR TO BRING ANY ACTION OR PROCEEDING  AGAINST GUARANTOR OR ITS
         PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

         EACH OF  GUARANTOR  AND  CREDITOR,  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 GUARANTOR IN ANY
         SUCH LITIGATION.

     19. Waiver of Jury Trial. THE UNDERSIGNED  HEREBY KNOWINGLY AND VOLUNTARILY
WAIVES  THE  RIGHT  TO  TRIAL  BY  JURY  in any  action  or  proceeding  for the
interpretation,  declaration,  reformation,  pursuit, assertion,  enforcement or
resolution  of any  claim  or  defense  that has  been  asserted  or may ever be
asserted or ascertainable by or against it under this Guaranty, or under any law
or theory  governing any  relationship  between the Borrower and the  Guarantor.
This  waiver by jury trial shall  extend to all matters  between the parties and
shall be  unconditional  and  absolute  in all  respects.  In the event that any
collateral  matter is  judicially  determined  to be  outside  the scope of this
waiver of jury  trial,  or if this  waiver  of jury  trial is  determined  to be
unenforceable  to  any  degree,   then  this  waiver  of  jury  trial  shall  be
automatically modified to encompass all such matters so that no matter involving
the Borrower and the Guarantor  shall be susceptible to jury trial to any degree
or at any time. The Borrower and the Guarantor hereby expressly waive all rights
to pursue  mediation  or  arbitration  or  diversion  of any claims  asserted or
assertable in connection with this Guaranty.


<PAGE>





         IN WITNESS  WHEREOF,  the  Guarantor has signed this Guaranty this 14th
day of January, 2000.

Signed, sealed and delivered in the presence of:

                                                     GUARANTOR:


_/s/ Carol Kolozs________
-----------------

Carol Kolozs
-------------------------------


STATE OF FLORIDA
COUNTY OF ORANGE

         The foregoing  instrument was  acknowledged  before me this 14th day of
January,  2000,  by  Carol  Kolozs,  who is  personally  known  to me or who has
produced  _________________________ as identification and who did (did not) take
an oath.


                                    -------------------------------------------
                                    Signature
                                    -------------------------------------------
                                    Printed Name






ORLDOCS 10006792.1 LMW