STOCK OPTION AGREEMENT


     THIS STOCK OPTION  AGREEMENT  ("Agreement")  is made and entered into as of
the 31st day of October,  2000,  ---- -------- by and between  Aarica  Holdings,
Inc., a Texas corporation  ("Seller") and Robert E. Schmidt, Jr., or his assigns
("Buyer").


                                               W I T N E S S E T H:

         WHEREAS, Seller desires to grant to Buyer an option to purchase certain
shares of the common capital stock of Seller; and

         WHEREAS,  Buyer  desires to receive from Seller,  an option to purchase
certain shares of the common capital stock of Seller;

         NOW, THEREFORE, in consideration of the premises, which shall be deemed
an integral  part of this  Agreement  and not as mere  recitals  hereto,  and in
consideration of Ten Dollars ($10.00) in hand paid to Seller, the parties hereto
agree as follows:

1.  Grant of  Option.  C  Seller,  in  consideration  of the sum of Ten  Dollars
($10.00)  (hereinafter  referred to as "Option  Money")  paid to Seller,  hereby
grants  an  option  to Buyer  for a period  of five (5)  years,  subject  to the
provisions  of Paragraph 8 herein,  to purchase  from Seller (the  "Option") Two
Hundred  Seventy-Five  Thousand  (275,000)  shares of the $.01 par value  common
capital  stock of Seller  (the  "Shares")  on or after  December  31, 2000 until
December 31, 2005 ("Option Period").

2. Exercise of Option.-- This Option may be exercised in whole or in part,  with
a 25,000 share  minimum  purchase,  by Buyer,  by giving notice to Seller in the
form attached  hereto as Exhibit "A",  specifying the Buyer's desire to exercise
the Option in writing, by certified mail, return receipt requested, addressed to
Seller at the address set forth in Paragraph 11 hereof.

3. Terms and Conditions.  -- If the said Option is exercised in whole or in part
during the life of the Option,  Seller  hereby agrees to sell to Buyer and Buyer
hereby  agrees to buy from  Seller  the  Shares as  specified  in the  notice of
exercise, upon the terms and conditions hereinafter provided.

4.       Purchase Price, Payment and Closing. --
         ------------------------------------

     (1) The  purchase  price for the Shares  shall be Two  Dollars  ($2.00) per
share ("Purchase Price").

(2) Within  five (5) days of receipt of the notice of  exercise of the Option by
Seller,  the sale of the Shares shall close and the Purchase Price shall be paid
in cash to Seller by wire transfer or check.
(1)

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5.       Stock Certificates. --
         -------------------

(1) At the closing of the sale after the  exercise of the Option,  Seller  shall
deliver to Buyer without charge, including without limitation, any tax which may
be payable in respect of the issuance  thereof,  stock  certificate(s) of Seller
evidencing  the ownership by Buyer of the Shares  purchased by Buyer pursuant to
the  exercise of the Option.  Such  certificates  shall be issued in the name of
Buyer or in such names as may be directed by Buyer. Seller shall not be required
to issue certificates  representing  fractions of shares, it being the intent of
the parties that all  fractional  interests  shall be eliminated by rounding any
fraction up to the nearest whole number of shares of common stock.

(2) Upon exercise of the Option, in part or in whole,  certificates representing
the Shares shall bear a legend substantially similar to the following:

                  "The securities  represented by this certificate have not been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Act"),  and may not be offered or sold except (i) pursuant to
                  an effective registration statement under the Act, (ii) to the
                  extent applicable,  pursuant to Rule 144 under the Act (or any
                  similar  rule under such Act  relating to the  disposition  of
                  securities),  or (iii)  upon the  delivery  by the  holder  to
                  Seller of an opinion of counsel stating that an exemption from
                  registration under such Act is available."

6.       Adjustments of Purchase Price and Number of the Shares. --
         ------------------------------------------------------

(1) In the event Seller shall at any time subdivide or combine  (including stock
splits and reverse stock splits) its outstanding shares of common capital stock,
the Purchase Price shall forthwith be  proportionately  decreased in the case of
subdivision or increased in the case of combination.  Further, the number of the
Shares  shall be adjusted  accordingly  and this  Agreement  shall be amended to
reflect the adjusted Purchase Price and number of the Shares available under the
Option.



<PAGE>


(2) In case of any  reclassification  or  change  of the  outstanding  shares of
common  stock of Seller  (other  than a change in par value to no par value,  or
from no par value to par value, or as a result of a subdivision or combination),
or in the case of any  consolidation  of Seller with,  or merger of Seller into,
another corporation (other than a consolidation or merger in which Seller is the
surviving  corporation  and which  does not  result in any  reclassification  or
change of the outstanding shares of common stock of Seller, except a change as a
result of a subdivision  or combination of such shares or a change in par value,
as aforesaid),  or in the case of a sale or conveyance to another corporation of
the property of Seller as an entirety,  Buyer shall thereafter have the right to
purchase  the kind and  number  of shares  of stock  and  other  securities  and
property receivable upon such reclassification,  change, consolidation,  merger,
sale or conveyance as if Buyer were the owner of the Shares immediately prior to
any such events at a price equal to the product of (x) the number of Shares then
remaining  issuable  upon  exercise of the Option and (y) the Purchase  Price in
effect immediately prior to the record date for such  reclassification,  change,
consolidation, merger, sale or conveyance as if Buyer had exercised the Option.

7.   Covenants and Warranties of Seller. -- Seller covenants and warrants that:
         ----------------------------------

(1) The total authorized capital stock of Seller as of the date hereof is Twenty
Million  (20,000,000)  shares of $.01 par value  common  capital  stock of which
2,825,000 are issued and outstanding.

(2) Until the  termination  of the Option,  Seller shall be a Texas  corporation
validly existing and in good standing under the laws of the State of Texas.

(3) The  Shares  will be duly and  validly  issued,  free and clear of liens and
encumbrances,  fully paid and  nonassessable,  and not subject to the preemptive
rights of any stockholder, when issued.

(4) Seller shall at all times reserve and keep  available out of its  authorized
shares of common stock,  solely for the purpose of issuance upon the exercise of
the Option,  such number of shares as shall be issuable upon the exercise of the
Option in whole.

8. Call Option.  -- Buyer hereby grants Seller,  commencing six (6) months after
the date hereof, the right to "call" the Option if Seller's stock shall close at
a price of  $15.00  or more per share  for ten (10)  consecutive  trading  days.
Seller  may  "call"  the  Option by giving  written  notice to Buyer  specifying
Seller's desire to call the Option, by certified mail, return receipt requested,
addressed to Buyer at the address set forth in Paragraph 11 hereof.  Buyer shall
have  thirty (30) days from the date of receipt of the notice from Seller of its
"call" to notify  Seller of his desire to exercise  the  Option,  in whole or in
part, in accordance  with the provisions of this  Agreement.  In the event Buyer
fails to notify  Seller of his intent to exercise the Option  during said thirty
(30) day period,  Seller may cancel the Option at any time  thereafter  upon ten
(10) days prior  written  notice to Buyer,  which notice shall  specify the date
upon which the Option shall be  canceled.  Buyer shall have the right until such
cancellation date to exercise the Option.

9. Notices to Buyer.  Nothing  contained in this Agreement shall be construed as
conferring  upon Buyer the right to vote or to consent or to receive notice as a
stockholder  in respect of any  meetings  of  stockholders  for the  election of
directors  or  any  other  matter,  or as  having  any  rights  whatsoever  as a
stockholder  prior to the exercise of the Option either in whole or in part. If,
however, at any time prior to the expiration of the Option and its exercise, any
of the following events shall occur:



<PAGE>


                  (a) Seller shall take a record of the holders of its shares of
common  stock  for the  purpose  of  entitling  them to  receive a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings,  as indicated by the
accounting treatment of such dividend or distribution on the books of Seller; or

                  (b) Seller  shall offer to all the holders of its common stock
any additional shares of capital stock of Seller or securities  convertible into
or exchangeable for shares of capital stock of Seller,  or any option,  right or
warrant to subscribe therefor; or

                  (c) a dissolution,  liquidation or winding up of Seller (other
than  in  connection  with  a  consolidation  or  merger)  or a  sale  of all or
substantially  all of its property,  assets and business as an entirety shall be
proposed;

then,  in any one or more of said events,  Seller  shall give written  notice of
such event at least  fifteen  (15) days prior to the date fixed as a record date
or the  date  of  closing  the  transfer  books  for  the  determination  of the
stockholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such  proposed  dissolution,  liquidation,  winding up or sale.  Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be.  Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection  with the  declaration  or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable  securities or subscription rights,  options or warrants, or any
proposed dissolution, liquidation, winding up or sale.

     10. Termination. -- This Agreement shall terminate at the end of the Option
Period or pursuant to the terms of Paragraph 8 above.

11. Notices. C If any notices,  consents,  approvals, or waivers are to be given
by any party to this Agreement by any other party or parties to this  Agreement,
such notices, consents, approvals, or waivers shall be properly addressed to the
party to whom such  notice  is  directed,  and sent by  certified  mail,  return
receipt requested. Notices shall be addressed to the parties as follows:

         If to Buyer:               Robert E. Schmidt, Jr.
                                    c/o Boulder Venture
                                    4340 W. Hillsborough Avenue
                                    Tampa, FL 33614

         If to Seller:              Aarica Holdings, Inc.
                                    c/o James R. Schnorf
                                    195 Wekiva Springs Road
                                    Suite 200
                                    Longwood, Florida 32779



<PAGE>


12.  Waiver of Breach.  -- The waiver by any party of a breach of any  covenant,
agreement,  or provision  contained in this  Agreement by any party shall not be
construed as a waiver of the  covenant,  agreement,  or provision  itself or any
subsequent  breach  of that  covenant,  agreement,  or  provision  or any  other
covenant, agreement, or provision contained in this Agreement.


<PAGE>



13.      Rules of Construction. --
         -----------------------
                  (a)  Entire  Agreement.  --  This  Agreement,   including  all
exhibits and schedules  referenced  herein and attached hereto,  constitutes the
entire  agreement  between the parties hereto  pertaining to the subject matters
hereof, and supersedes all negotiations,  preliminary agreements,  and all prior
and contemporaneous  discussions and understandings of the parties in connection
with the  subject  matters  hereof.  Except as  otherwise  provided  herein,  no
covenant, representation, or condition not expressed in this Agreement, or in an
amendment  hereto  made  and  executed  in  accordance  with the  provisions  of
subparagraph (b) of this paragraph,  shall be binding upon the parties hereto or
shall affect or be effective to interpret,  change or restrict the provisions of
this Agreement.

                  (b) Amendments. -- No change, modification,  or termination of
any of the terms, provisions, or conditions of this Agreement shall be effective
unless made in writing and signed or  initialed  by all  parties  hereto,  their
successors or assigns.

     (c) Governing Law. -- This Agreement  shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  Florida.  Venue  and  exclusive
jurisdiction  for any action  hereunder  shall be taken in a court of  competent
jurisdiction located in Orange County, Florida.

                  (d) Separability. -- If any paragraph,  subparagraph, or other
provision of this Agreement, or the application of such paragraph, subparagraph,
or provision,  is held invalid,  then the remainder of this  Agreement,  and the
application  of  such  paragraph,  subparagraph,  or  provision  to  persons  or
circumstances  other than those with respect to which it is held invalid,  shall
not be affected thereby.

                  (e)  Headings  and  Captions.  -- The  titles or  captions  of
paragraphs  and  subparagraphs  contained  in this  Agreement  are  provided for
convenience  of reference  only,  and shall not be  considered a part hereof for
purposes of interpreting or applying this Agreement, and, therefore, such titles
or captions do not define,  limit,  extend,  explain,  or describe  the scope or
extent  of this  Agreement  or any of its  terms,  provisions,  representations,
warranties, conditions, etc., in any manner or way whatsoever.

                  (f) Gender and Number. -- All pronouns and variations  thereof
shall be deemed  to refer to the  masculine,  feminine,  or  neuter,  and to the
singular  or  plural,  as the  identity  of the  person or entity or  persons or
entities may require.

     (g) Binding Effect and  Assignability.  -- This Agreement  shall be binding
upon and shall inure to the benefit of the parties hereto,  their successors and
assigns. This Agreement shall be assignable by Buyer. (1)

<PAGE>



                  (h) Continuance of Agreement. -- The rights, responsibilities,
duties, representations, and warranties of the parties hereto, and the covenants
and  agreements  herein  contained,  shall survive any closing and the execution
hereof,  and shall  continue to bind the parties  hereto,  and shall continue in
full force and effect  until each and every  obligation  of the  parties  hereto
pursuant to this Agreement and any document or agreement  incorporated herein by
reference shall have been fully performed.

                  (i)  Counterparts.  -- This  Agreement  may be executed in any
number of  counterparts,  each of which shall be deemed an  original  but all of
which together shall constitute one and the same instrument,  ad in making proof
hereof it shall not be  necessary  to produce or account  for more than one such
counterpart.



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.

WITNESSES:                                  BUYER:


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




ATTEST:                                              SELLER:

                                                     Aarica Holdings, Inc.


       /s/ James R. Schnorf                       By:/s/ Carol Kolozs
       --------------------                          ------------------------
James R. Schnorf, Asst. Secretary                    Carol Kolozs, President







<PAGE>



                                   EXHIBIT "A"

                     [FORM OF NOTICE OF EXERCISE OF OPTION]



     The undersigned hereby irrevocably elects to exercise the right to purchase
_________  (_______) Shares and herewith tenders in payment for THE Shares cash,
a check payable to the order of Aarica  Holdings,  Inc. or by wire transfer,  in
the amount of  $__________________,  in accordance  with the terms  hereof.  The
undersigned  requests  that a  certificate  for such Shares be registered in the
name of ___________ , whose address is__________________________________________
_______________________________________________,  and that such  Certificate  be
delivered to ___________________________________, whose address is
----------------------------.




Dated:                                               Signature:
        ----------------------------------

                                                     (Signature of Buyer)



                                                     Signature:

                                                     (Signature of Holder)




                                          --------------------------------

                                          --------------------------------
                                         (Insert Name and Social Security or
                                         Other Identifying Number of Holder)