NEITHER          THIS WARRANT NOR THE SECURITIES  UNDERLYING  THIS WARRANT HAVE
                  BEEN  REGISTERED  WITH THE SECURITIES AND EXCHANGE  COMMISSION
                  ("COMMISSION") UNDER THE UNITED STATES SECURITIES ACT OF 1933,
                  AS AMENDED ("ACT") OR UNDER  APPLICABLE STATE SECURITIES LAWS.
                  THIS WARRANT AND THE  SECURITIES  UNDERLYING  THIS WARRANT MAY
                  NOT BE OFFERED  FOR SALE,  SOLD OR  OTHERWISE  DISPOSED OF FOR
                  VALUE WITHOUT  REGISTRATION UNDER THE ACT AND APPLICABLE STATE
                  SECURITIES LAWS, UNLESS THE HOLDER HEREOF PROVIDES THE COMPANY
                  WITH AN OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY  THAT
                  THE  PROPOSED  OFFER FOR SALE,  SALE OR OTHER  DISPOSITION  IS
                  EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.


                              AARICA HOLDINGS INC.

                             SELLING AGENT'S WARRANT


                  No. SAW-1                             Number of
                                                        Shares of Common
                                                        Stock
                                                        Puchasable Upon Exercise
                                                        Of  Warrant:
                                                        105,000


                           Aarica  Holdings,  Inc.,  a  Texas  corporation  (the
                  "Company") hereby certifies that for a consideration of $.0001
                  for each share of common stock,  $.01 par value per share,  of
                  the Company (""Common Stock"),  issuable upon exercise of this
                  Selling Agent's Warrant  ("Selling Agent's Warrant") , receipt
                  of  which  is  hereby  acknowledged  by the  Company,  Kashner
                  Davidson  Securities  Corporation  (the "Selling  Agent") , is
                  entitled,  subject  to the  terms  set  forth in this  Selling
                  Agent's Warrant, at any time or from time to time,  commencing
                  on June __, 1999 (the  "Issue  Date"),  to  purchase  from the
                  Company  One  Hundred and Five  Thousand  (105,000)  shares of
                  Common  Stock (the  "Shares"),  of the Company at the exercise
                  price per share of Two Dollars and fifty  Cents  ($2.50)  (the
                  exercise  price per Share shall  hereinafter be referred to as
                  the "Exercise Price"),  all as more particularly  described in
                  the Company's  Private Placement  Memorandum,  dated April 30,
                  1999 (the "Memorandum").  The Shares issuable upon exercise of
                  this Selling Agent's Warrant have the same respective terms as
                  the Shares offered pursuant to the Memorandum  except that (i)
                  the holder of the Selling Agent's Warrant (the "Holder") shall
                  have registration  rights under the Securities Act of 1933, as
                  amended (the "Act"), for the Shares as more fully described in
                  Section  8 of this  Selling  Agent's  Warrant,  and  (ii)  the
                  securities   subject  hereof  are  subject  to  adjustment  in
                  accordance with Section 5 hereof. This Selling Agent's Warrant
                  and all rights hereunder,  to the extent such rights shall not
                  have been exercised,  shall terminate and become null and void
                  to the extent the Holder fails to exercise any portion of this
                  Selling  Agent's  Warrant prior to 5:00 p.m.,  Eastern Time on
                  June __, 2004.


<PAGE>




                  1.        Exercise of Warrant.

                           (a) All or any part of this Selling  Agent's  Warrant
                  may be exercised by the Holder hereof by surrendering it, with
                  the form of  subscription  at the end hereof duly  executed by
                  such Holder, to the Company at its principal  executive office
                  or at the Company's  transfer agent  accompanied by payment in
                  full of the Exercise  Price  payable in respect of all or part
                  of this Se11ing Agent's Warrant being exercised.  If less than
                  the entire Selling Agent's  Warrant is exercised,  the Company
                  shall,  upon such exercise,  execute and deliver to the Holder
                  thereof a new Selling Agent's Warrant in the same form as this
                  Selling Agent's Warrant evidencing the Selling Agent's Warrant
                  to the extent not  exercised.  This  Selling  Agent's  Warrant
                  shall be deemed to have been  exercised  prior to the close of
                  business  on  the  date  this  Selling   Agent's   Warrant  is
                  surrendered  and  payment  is  made  in  accordance  with  the
                  foregoing provisions.

                           (b)  Form  of  Payment  Authorized.  Payment  of  the
                  Exercise  Price  may be made  (i) in  cash,  by  certified  or
                  official bank check, or cash equivalent, (ii) by tender to the
                  Company of shares of the  Company's  stock owned by the Holder
                  having a value, as determined by the Board (but without regard
                  to any  restrictions  on  transferability  applicable  to such
                  stock  by  reason  of  federal  or  State  securities  laws or
                  agreements with an underwriter for the Company), not less than
                  the  Exercise   Price,   or  (iii)  by  the  assignment  to  a
                  broker-dealer  registered under the Securities Exchange Act of
                  1934, as amended  ("Exchange  Act"), of the proceeds of a sale
                  of some or all of the shares being  acquired upon the exercise
                  of this Selling  Agent's  Warrant,  provided  such  assignment
                  complies with  Regulation T as promulgated  under the Exchange
                  Act by the Board of Governors of the Federal  Reserve  System,
                  (iv) by tender to the  Company  of a portion  of this  Selling
                  Agent's Warrant, which portion shall be deemed to have a value
                  equal to the  difference  between the  exercise  price and the
                  fair market  value per share of the Common  Stock  purchasable
                  upon exercise of the portion of this Selling  Agent's  Warrant
                  tendered   (as   determined   by   reference  to  the  closing
                  transaction  price or in the absence thereof,  the closing bid
                  price, on the trading date preceding the date that such tender
                  is made), or (v) by any combination thereof.

                  2.       Fractional Shares.

                           No  fractional   securities  or  scrip   representing
                  fractional  securities  shall be issued  upon the  exercise of
                  this Selling Agent's Warrant.  With respect to any fraction of
                  a share  of  Common  Stock  otherwise  issuable  upon any such
                  exercise hereof, the Company shall pay to the Holder an amount
                  in cash  equal  to such  fraction  multiplied  by the  current
                  market  value of such  fractional  securities,  determined  as
                  follows:

                           (a)  If  the   security   is  listed  on  a  national
                  securities exchange or admitted to unlisted trading privileges
                  on such  exchange,  the current market value shall be the last
                  reported  sale price of the  security on such  exchange on the
                  last  business  day  prior  to the  date of  exercise  of this
                  Selling  Agent's  Warrant,  or if no such sale is made on such
                  day. the average  closing bid and asked prices for such day on
                  such exchange; or

                           (b) If the  security  is not  listed or  admitted  to
                  unlisted  trading  privileges,  the current value shall be the
                  last  reported  sale  price  on the  National  Association  of
                  Securities  Dealers Automated  Quotation  ("NASDAQ")  National
                  Market System  ("NASDAQ/NMS") or the mean of the last reported
                  bid and asked prices reported by the NASDAQ System or the NASD
                  OTC Bulletin Board (or, if not so quoted, by the



          National Quotation Bureau, Inc.) on the last business day prior to the
     date of the exercise of this Selling Agent's Warrant; or

                           (c) If the  security  is not so listed or admitted to
                  unlisted  trading  privileges  and prices are not  reported on
                  NASDAQ,  or the NASD OTC  Bulletin  Board (or by the  National
                  Quotation Bureau, Inc.), the current value shall be an amount,
                  not less than the book value,  determined  in such  reasonable
                  manner as may be  prescribed  by the Board of Directors of the
                  Company.

                  3.       Exchange, Assignment or Loss of Warrant.

                           This Selling Agent's Warrant is exchangeable, without
                  expense,  at the option of the Holder,  upon  presentation and
                  surrender  hereof to the Company,  for other  Selling  Agent's
                  Warrants  of  different  denominations  entitling  the  Holder
                  thereof  to  purchase  in the  aggregate  the same  number  of
                  securities purchasable hereunder. Any assignment shall be made
                  by surrender of this  Selling  Agent's  Warrant to the Company
                  with the Form of Assignment  annexed  hereto duly executed and
                  funds  sufficient  to pay  any  transfer  tax;  whereupon  the
                  Company  shall,  without  charge,  cause  to be  executed  and
                  delivered  a new  Selling  Agent's  Warrant in the name of the
                  assignee  named  in such  instrument  of  assignment  and this
                  Selling  Agent's  Warrant shall  promptly be  cancelled.  This
                  Selling  Agent's Warrant may be divided or combined with other
                  warrants that carry the same rights upon  presentation  hereof
                  to the Company  together with a written notice  specifying the
                  names and  denominations in which new Selling Agent's Warrants
                  are to be issued  and signed by the  Holder  hereof.  The term
                  "Selling Agent's Warrant" as used herein includes any warrants
                  issued in  substitution  for or  replacement  of this  Selling
                  Agent's  Warrant,  or into which this Selling  Agent's Warrant
                  may be divided or  exchanged.  Upon  receipt by the Company of
                  evidence satisfactory to it of the loss, theft, destruction or
                  mutilation of this Selling Agent's  Warrant,  and, in the case
                  of loss,  theft or  destruction,  of  reasonably  satisfactory
                  indemnification  including a surety bond,  and upon  surrender
                  and   cancellation  of  this  Selling  Agent's   Warrant,   if
                  mutilated, the Company will cause to be executed and delivered
                  a new Selling Agent's Warrant of like tenor and date. Any such
                  new Selling  Agent's  Warrant  executed  and  delivered  shall
                  constitute an additional contractual obligation on the part of
                  the Company,  whether or not this Selling  Agent's  Warrant so
                  lost,  stolen,  destroyed  or  mutilated  shall be at any time
                  enforceable by anyone.

                  4.       Rights of the Holder.

                           The Holder of this Selling Agent's Warrant shall not,
                  by virtue hereof, be entitled to any voting or other rights of
                  a  stockholder  in the Company,  either at law or equity , and
                  the  rights of the Holder are  limited to those  expressed  in
                  this Selling Agent's Warrant.

                  5.        Adjustments.

                           (a)  The  number  of  securities   purchasable   upon
                  exercise of this  Selling  Agent's  Warrant  and the  exercise
                  prices  therefore  shall be subject to adjustment from time to
                  time in the event that the Company  shall:  (1) pay a dividend
                  in, or make a distribution of, shares of Common Stock or other
                  securities,  (2)  subdivide its  outstanding  shares of Common
                  Stock  into a  greater  number  of  shares,  (3)  combine  its
                  outstanding  shares of Common  Stock into a smaller  number of
                  shares or (4)  spin-off a  subsidiary  by  distributing,  as a
                  dividend or otherwise,  shares of the subsidiary to its Common
                  Stock  stockholders.  In any such  case,  the total  number of
                  securities  purchasable  upon exercise of this Selling Agent's
                  Warrant  immediately  prior  thereto shall be adjusted so that
                  the Holder shall be entitled to receive, at the same aggregate
                  exercise price,  the number of shares of Common Stock or other
                  securities that the Holder would have owned or would have been
                  entitled to receive  immediately  following the  occurrence of
                  any of the events


                  described   above  had  this  Selling   Agent's  Warrant  been
                  exercised  in full  immediately  prior to the  occurrence  (or
                  applicable  record  date) of such event.  An  adjustment  made
                  pursuant to this  Section  5(a) shall,  in the case of a stock
                  dividend or  distribution,  be made as of the record date and,
                  in the case of a subdivision or combination, be made as of the
                  effective  date  thereof.  If, as a result  of any  adjustment
                  pursuant  to  this  Section  5(a).  the  Holder  shall  become
                  entitled to receive shares of two or more classes or series of
                  securities  of the  Company,  tile Board of  Directors  of the
                  Company  shall  equitably  determine  the  allocation  of  the
                  adjusted  exercise price between or among shares of the Holder
                  of such allocation.

                           (b  )  In  the   event  of  any   reorganization   or
                  recapitalization  of the  Company or in the event the  Company
                  consolidates  with or merges  into or with  another  entity or
                  transfers  all or  substantially  all of its assets to another
                  entity , then and in each such event, the Holder,  on exercise
                  of this Selling  Agent's  Warrant as provided  herein,  at any
                  time   after   the   consummation   of  such   reorganization,
                  recapitalization,  consolidation, merger or transfer, shall be
                  entitled,  and the documents executed to effectuate such event
                  shall so provide, to receive tile stock or other securities or
                  property  to which the Holder  would have been  entitled  upon
                  such  consummation  if the Holder had  exercised  this Selling
                  Agent's Warrant  immediately prior thereto.  In such case, the
                  terms  of this  Selling  Agent's  Warrant  shall  survive  the
                  consummation  of any  such  reorganization.  recapitalization,
                  consolidation,  merger or transfer and shall be  applicable to
                  the shares of stock or other securities or property receivable
                  on the exercise of this  Selling  Agent's  Warrant  after such
                  consummation.

                           (c) Whenever a reference is made in this Section 5 to
                  the issue or sale of shares of Common  Stock the term  "Common
                  Stock" shall mean the Common Stock of the Company of the class
                  authorized  as of the date hereof and any other class of stock
                  ranking on a parity with or senior to such Common Stock.

                           (d)  Whenever  the number of  securities  purchasable
                  upon exercise of this Selling  Agent's Warrant or the exercise
                  prices  thereof  shall be  adjusted as  required  herein,  the
                  Company  shall  forthwith  file  such   information  with  its
                  Secretary at its principal office in the form of a certificate
                  of an  authorized  officer  of the  Company,  with  the  price
                  determined as herein  provided and setting forth in detail the
                  facts   requiring   such   adjustment.   Each  such  officer's
                  certificate  shall be made available at all  reasonable  times
                  for inspection by the Holder and the Company shall,  forthwith
                  after such  adjustment,  deliver a copy of such certificate to
                  the Holder.

                           (e)  The  Company  will  not,  by  amendment  of  its
                  certificate of  incorporation  or through any  reorganization,
                  recapitalization,  transfer of assets, consolidation,  merger,
                  dissolution,  issuance  or sale  of  securities  or any  other
                  voluntary  action,  avoid or seek to avoid the  performance of
                  any of the terms of this Selling Agent's Warrant,  but will at
                  all times in good faith take all necessary action to carry out
                  the intent of all such terms.  Without limiting the generality
                  of the foregoing, the Company (1) will not cause the par value
                  of any  securities  receivable  on  exercise  of this  Selling
                  Agent's  Warrant  to  be  in  excess  of  the  amount  payable
                  therefore on such exercise, (2) will take all action as may be
                  necessary or  appropriate  so that the Company may validly and
                  legally issue fully paid and  non-assessable  shares (or other
                  securities  or  property   deliverable   hereunder)  upon  the
                  exercise of this  Sel1ing  Agent's  Warrant,  and (3) will not
                  transfer all or  substantially  all of its assets to any other
                  person (corporate or otherwise),  or consolidate with or merge
                  into any other person or permit any such person to consolidate
                  with or merge with or into the  Company (if the Company is not
                  the surviving person), unless such other person shall be bound
                  by all the terms of this Selling Agent's Warrant. If any event
                  occurs  as to  which  the  other  provisions  of this  Selling
                  Agent's  Warrant are not  strictly  applicable  or if strictly
                  applicable  would not fairly  protect the  purchase  rights of
                  this Selling  Agent's Warrant in accordance with the essential
                  intent and  principles of such  provisions,  then the Board of
                  Directors  shall make an adjustment in the application of such
                  provisions, in accordance with such essential intent and





                  principles,  in order to protect such  purchase  rights.  This
                  Selling  Agent's Warrant shall bind the successors and assigns
                  of the Company.

                  6 .      Notices of Record Dates. Etc.

                           (a) If the  Company  shall  fix a record  date of the
                  holders of the Common Stock (or other  securities  at the time
                  deliverable upon exercise of this Selling Agent's Warrant) for
                  the  purpose of  entitling  or  enabling  them to receive  any
                  dividends  or other  distribution,  or to receive any right to
                  subscribe  for or  purchase  any  shares  of any  class of any
                  securities,  or to receive  any other  right  contemplated  by
                  Section 5 or otherwise; or

                           (b)  In  the   event   of   any   reorganization   or
                  recapitalization of the Company,  any  reclassification of the
                  capital stock of the Company,  any  consolidation or merger of
                  the Company with or into another  corporation  or any transfer
                  of all or  substantially  all of the assets of the  Company to
                  another entity ; or

          (c)  In  the  event  of  the  voluntary  or  involuntary  dissolution,
     liquidation or winding up of the Company;

                  then, in any such event, the Company shall mail or cause to be
                  mailed to the Holder a notice specifying,  as the case may be.
                  (1) the date on which a record is to be taken for the  purpose
                  of such dividend, distribution or right and stating the amount
                  and character of such dividend,  distribution or right. or (2)
                  the date on which a record is to be taken for the  purpose  of
                  voting on or approving such reorganization,  recapitalization,
                  reclassification,    consolidation,   merger   ,   conveyance,
                  dissolution,  liquidation  or winding up and the date on which
                  such  event is to take  place  and the  time,  if any is to be
                  fixed,  as of which the  Holder  of record of Shares  shall be
                  entitled  to  exchange  its  Shares  for  securities  or other
                  property deliverable on such reorganization. recapitalization,
                  reclassification.     consolidation,    merger,    conveyance,
                  dissolution,  liquidation  or winding up. Such notice shall be
                  mailed  at the  same  date as the  Company  shall  inform  its
                  stockholders.  but in no event  less  than ten days  preceding
                  such record date.

                  7.       Reservation of Shares.

                           The  Company  shall  at all  times  reserve,  for the
                  purpose  of  issuance  on  exercise  of this  Selling  Agent's
                  Warrant,  such number of Shares or other  securities  as shall
                  from time to time be  sufficient  to comply with this  Selling
                  Agent's  Warrant,  and the Company  shall take such  corporate
                  action as may in the  opinion of its counsel be  necessary  to
                  increase its authorized and unissued shares of Common Stock or
                  other  securities  in such number as shall be  sufficient  for
                  such purpose.

                  8.       Registration

          (a) Definitions.  As used in this Section 8, the following terms shall
     have the meanings set forth below:

                                    (i) The terms "register,  " "registered" and
                  "registration"  shall  refer  to a  registration  effected  by
                  preparing  and  filing a  registration  statement  or  similar
                  document in compliance  with the Act, and the  declaration  or
                  ordering of the effectiveness of such  registration  statement
                  or document.

                           (ii) The term "Registrrable"  Securities" shall mean:
                  (A) this Warrant; (B) the Common Stock issued or issuable upon
                  exercise of this Selling Agent's Warrant; and (C) any warrant,
                  Common  Stock or other  securities  of the Company  issued (or
                  issuable upon the





                  conversion or exercise of any warrant, right or other security
                  which is issued as) as a dividend or other  distribution  with
                  respect to, in exchange for or in  replacement of such warrant
                  or Common Stock,  referenced in (B) or (C) immediately  above,
                  excluding in all cases,  however,  any Registrable  Securities
                  sold to the public pursuant to a registration under the Act or
                  an applicable exemption there from.

                           (b)  Demand  Registration  Rights.  If,  at any  time
                  during the period commencing on the Issue Date and ending five
                  (5) years  thereafter,  the  Company  shall  receive a written
                  request (a  "Request"),  from Holders who in the aggregate own
                  (or  upon  exercise  of  all   Registrable   Securities   then
                  outstanding  or  issuable  would own) a majority  of the total
                  number of shares of Common Stock then  included (or which upon
                  such exercise would be included) in the Registrable Securities
                  (the "Majority Holders"),  to register the sale of all or part
                  of such Registrable Securities, the Company shall, as promptly
                  as  practicable,  prepare  and file  with the  Securities  and
                  Exchange   Commission   ("SEC")   a   registration   statement
                  sufficient  to  permit  the  public  offering  and sale of the
                  Registrable   Securities   through  the   facilities   of  all
                  appropriate  securities  exchanges  and  the  over-the-counter
                  market,  and will use its best efforts  through its  officers,
                  directors,  auditors,  and counsel to cause such  registration
                  statement  to become  effective  as promptly  as  practicable;
                  provided  that the Company shall only be obligated to register
                  Registrable  Securities on two (2) occasions  pursuant to this
                  Section 8(b).  Within five (5) business  days after  receiving
                  any request  contemplated  by this Section  8(b),  the Company
                  shall give written notice to all the other  Holders,  advising
                  each  of  them  that  the  Company  is  proceeding  with  such
                  registration  and  offering  to  include  therein  all  or any
                  portion of any such  other  Holder's  Registrable  Securities,
                  provided that the Company  received a written request to do so
                  from such Holder  within thirty (30) days after receipt by him
                  or  it  of  the  Company's  notice.  Notwithstanding  anything
                  contained  in  this  Section  8(b) to the  contrary:  ( i ) no
                  person may make a Request that the Company file, nor shall the
                  Company be obligated to file, a registration  statement on any
                  date that is within ninety (90) days of the effective  date of
                  any  registration  Statement filed by the Company and pursuant
                  to which such person was given full  "piggyback"  registration
                  rights  in  accordance  with  Section  8(c)  hereof  including
                  without  limitation  the  ability to include  all  Registrable
                  Securities'  requested  to be included  therein;  and (ii) the
                  Company may delay the  registration of the securities to which
                  a Request  relates  if upon  receipt of such  Request  (A) the
                  Company  notifies  the person  making the  Request  that it is
                  contemplating  filing a Registration  Statement  within ninety
                  (90) days of such  request,  or (B) the Company  notifies  the
                  person  making the Request  that the Board of Directors of the
                  Company has determined that a material event has occurred that
                  has nor been publicly  disclosed and which if disclosed  would
                  have a material  adverse effect on the Company;  provided that
                  (x) in the  case of  clause  (ii)(A)  of this  paragraph,  the
                  Company shall,  as soon as practical,  upon the first to occur
                  of the abandonment of such contemplated registration statement
                  or the expiration of such ninety (90) day period,  register me
                  securities to which the Request relates unless such Request is
                  withdrawn;  and (y) in the  case  of  clause  (ii)(B)  of this
                  paragraph,  the  Company  may  not  delay  the  filing  of the
                  registration statement for more than thirty (30) days from the
                  date of the request unless such request is withdrawn.

          (c) Piggy-back  Registration Rights. If (but without any obligation to
     do so) at any time during the five (5) year period  commencing on the Issue
     Date,  the  Company  proposes  to register  (including  for this  purpose a
     registration  effected by the Company for security  holders  other than the
     Holder) any of its securities  under the Act in connection  with the public
     offering of such  securities  solely for cash (other than a registration on
     Form S-4,  Form S-8 or any form which does not  include  substantially  the
     same  information  as would be required  to be  included in a  registration
     statement  covering the sale of the  Registrable  Securities),  the Company
     shall,  each such time,  promptly  give the Holder  written  notice of such
     registration. Upon the written request




                  of the Holder given within  twenty (20) days after  receipt of
                  such  written  notice from the  Company,  the  Company  shall,
                  subject  to the  provisions  of this  Section  8,  cause to be
                  registered  under  the Act all of the  Registrable  Securities
                  that the Holder has requested to be  registered;  and provided
                  further,  however,  that the Registrable  Securities  shall be
                  subject to  restrictions  on transfer for forty-five (45) days
                  after  the   effective   date  of  the  subject   registration
                  statement.  The  inclusion of any of the Holder's  Registrab1e
                  Securities in a  registration  statement  filed by the Company
                  and  declared   effective  by  the   Securities  and  Exchange
                  Commission  ("SEC") shall be deemed to be the exercise by such
                  Holder of the piggy-back registration rights granted herein to
                  such Holder.


          (d) Obligations of the Company.  Whenever required hereunder to effect
     the  registration  of any  Registrable  Securities,  the Company shall,  as
     expeditiously as reasonably possible:

                                    (i)   Prepare   and  file  with  the  SEC  a
                           registration   statement   with   respect   to   such
                           Registrable  Securities  and use its best  efforts to
                           cause   such   registration   statement   to   become
                           effective,  and, upon the request of the Holders of a
                           majority  of the  RegistrabJe  Securities  registered
                           there  under,   keep  such   registration   statement
                           effective for at least nine (9) months.

                                    (ii)  Prepare  and  file  with  the SEC such
                           amendments  and  supplements  to  such   registration
                           statement and the prospectus  used in connection with
                           such  registration  statement  as may be necessary to
                           comply with the provisions of the Act with respect to
                           the  disposition  of all  securities  covered by such
                           registration statement.

                                    (iii) Furnish to the Holders such numbers of
                           copies  of  a  prospectus,  including  a  preliminary
                           prospectus,  in conformity  with the  requirements of
                           the  Act,  and  such  other  documents  as  they  may
                           reasonably   request  in  order  to  facilitate   the
                           disposition of Registrable Securities owned by them.

                                    (iv) Use its best  efforts to  register  and
                           qualify the securities  covered by such  registration
                           statement   under   the   securities   laws  of  such
                           jurisdictions as shall be reasonably requested by the
                           Holders  for  the   distribution  of  the  securities
                           covered by the registration statement,  provided that
                           the  Company  shall  not be  required  in  connection
                           therewith or as a condition  thereto to qualify to do
                           business  or to file a general  consent to service of
                           process in any such jurisdiction.

                                    (v) In the event of any underwritten  public
                           offering,  enter  into and  perform  its  obligations
                           under an underwriting  agreement with terms generally
                           satisfactory  to the  managing  underwriter  of  such
                           offering.


                                    (vi) Notify the Holders,  promptly after the
                           Company shall have received  notice  thereof,  of the
                           time   when  the   registration   statement   becomes
                           effective or any supplement to any prospectus forming
                           a part of the registration statement has been filed.


                                    (vii)  Notify the  Holders of any stop order
                           suspending  the  effectiveness  of  the  registration
                           statement  and use its  reasonable  best  efforts  to
                           remove such Stop order.


                           (e)  Furnish  Information.  It shall  be a  condition
                  precedent to the obligations of the Company to take any action
                  pursuant  hereto  that the Holder,  having  chosen to have its
                  Registrable   Securities  included  for  registration,   shall
                  furnish to the Company such information  regarding the Holder,
                  its   Registrable   Securities  and  the  intended  method  of
                  disposition of such








                  securities  as shall be  required  to effect the  registration
                  thereof.  The Holder  shall be  required to  represent  to the
                  Company that all such  information  which is given is complete
                  and  accurate  in all  material  respects.  The  Holder  shall
                  deliver  to the  Company  a  statement  in  writing  from  the
                  beneficial  owners of such  securities  that  such  beneficial
                  owners bona fide intend to sell, transfer or otherwise dispose
                  of such securities.


                           (f)      Expenses.
                                    ----------

                                    (i)  Registration   Expenses.  All  expenses
                  incurred by the Company in complying  with  Subsections  8(b),
                  8(c)  and  8(d)  hereof,  including  without  limitation,  all
                  registration  and filing  fees,  printing  expenses,  fees and
                  disbursements of counsel for the Company,  "Blue Sky" fees and
                  expenses, and the expense of any special audits incident to or
                  required  by  any  such   registration   (but   excluding  the
                  compensation  of regular  employees of the Company which shall
                  be paid in any  event  by the  Company)  shall be borne by the
                  Company.

                                    (ii)  Selling;  Expenses.  All  underwriting
                           discounts,   underwriters'  expense  allowance,   and
                           selling   commissions   applicable  to  the  sale  of
                           Registrable  Securities  by the  Holders and all fees
                           and  disbursements of any special Counsel (other than
                           the Company's  regu1ar counsel) shall be borne by the
                           Holders of the  Registrable  Securities so registered
                           pro rata on the basis of the  number  of  Registrable
                           Securities so registered.

                           (g) Underwriting  Requirements.All  Holders proposing
                  to  distribute  their   Registrable   Securities   through  an
                  underwriting in which the Company has proposed or is proposing
                  to pal1icipate, shall (together with the Company and any other
                  Holders    distributing    their   securities   through   such
                  underwriting)   enter  into  an   underwriting   agreement  in
                  customary form with the underwriter or  underwriters  selected
                  for  underwriting  by the Company.  Notwithstanding  any other
                  subsection  of this  Section 8, at the request of the managing
                  underwriter,  the Holder  shall delay the sale of  Registrable
                  Securities  which such  Holder  has  requested  be  registered
                  hereunder for up to 90 days  following  the effective  date of
                  the registration  statement.  If any Holder disapproves of the
                  terms of any such underwriting, such Holder may elect withdraw
                  there from by written  notice to the Company and the  managing
                  underwriter.  Any Registrable Securities excluded or withdrawn
                  from  such  underwriting  shall  not be  withdrawn  from  such
                  registration except at the election of the Holder.

                           (h) Delay of  Registration.  No Holder shall have any
                  right to obtain or seek an injunction restraining or otherwise
                  delaying   any  such   registration   as  the  result  of  any
                  controversy   that   might   arise   with   respect   to   the
                  interpretation or implementation of this section.


          (i) Indemnification.  In the event that any Registrable Securities are
     included in a registration statement pursuant hereto:

                                    (i) To the  extent  permitted  by  law,  the
                           Company will indemnify and hold harmless each Holder,
                           the officers,  directors,  partners and legal counsel
                           of each Holder,  any  underwriter  (as defined in the
                           Act) for such  Holder and each  person,  if any,  who
                           controls  such  Holder  or  underwriter   within  the
                           meaning of the Act or the Exchange  Act,  against any
                           losses,  claims,  damages  or  liabilities  joint  or
                           several) to which they may become  subject  under the
                           Act, the Exchange Act or other  federal or state law,
                           insofar   as  such   losses,   claims,   damages   or
                           liabilities (or actions in respect thereof) arise out
                           of or are based upon any of the following statements,
                           omissions    or    violations    (collectively,     a
                           "Violation"):  (A) any  untrue  statement  or alleged
                           untrue statement of a material fact contained in such
                           registration  statement,  including  any  preliminary
                           prospectus or final prospectus  contained  therein or
                           any  amendments  or  supplements   thereto:  (B)  the
                           omission  or  alleged  omission  to state  therein  a
                           material fact required to be stated therein,


                           or  necessary  to make  the  statement;  therein  not
                           misleading; or (C) any violation or alleged violation
                           by the  Company of the Act,  the  Exchange  Act,  any
                           applicable  state  securities  law  or  any  rule  or
                           regulation  promulgated  under the Act,  the Exchange
                           Act or any applicable  state  securities law; and the
                           Company  will  reimburse  the Holder for any legal or
                           other  expenses   reasonably   incurred  by  them  in
                           connection with  investigating  or defending any such
                           loss, claim, damage,  liability or action;  provided,
                           however,  that the indemnity  agreement  contained in
                           this  Subsection  8(i)(i)  shall not apply to amounts
                           paid in settlement of any such loss,  claim,  damage,
                           liability  or action if such  settlement  is effected
                           without  the consent of the  Company  (which  consent
                           shall not be  unreasonably  withheld),  nor shall the
                           Company be liable in any such case for any such loss,
                           claim, damage, liability or action to the extent that
                           it arises out of or is based upon a  Violation  which
                           occurs  in  reliance  upon  and  in  conformity  with
                           written  information  furnished  expressly for use in
                           connection with such registration by any such Holder,
                           underwriter or controlling person; provided, however,
                           that the Company  will not be liable in any such case
                           to the extent  that any such loss,  claim,  damage or
                           liability  arises  out of or is based  upon an untrue
                           statement or alleged untrue  statement or omission or
                           alleged omission made in said registration statement,
                           said preliminary prospectus, said final prospectus or
                           said  amendment or supplement in reliance upon and in
                           conformity with written information furnished by such
                           Holder   or  any  other   Holder,   for  use  in  the
                           preparation thereof;  and further provided,  however,
                           that the foregoing  indemnity agreement is subject to
                           the  condition  that,  insofar  as it  relates to any
                           untrue statement, alleged untrue statement,  omission
                           or   alleged   omission   made  in  any   preliminary
                           prospectus   but   eliminated   or  remedied  in  the
                           prospectus , such indemnity agreement shall not inure
                           to the  benefit of any  underwriter  or broker,  if a
                           copy of the  prospectus was not sent or given to such
                           person with or prior to the  confirmation of the sale
                           of such securities to such person.

                                    (ii) To the extent  permitted  by law,  each
                           selling  Holder will  indemnify and hold harmless the
                           Company, its directors,  its officers, any person who
                           controls the Company within the meaning of the Act or
                           the Exchange Act, any underwriter (within the meaning
                           of the  Act)  for  the  Company  and any  person  who
                           controls such underwriter against any losses, claims,
                           damages or  liabilities  (joint or  several) to which
                           the   Company  or  any  such   director,   officer  ,
                           controlling  person,  or  underwriter  or controlling
                           person  may  become  subject,   under  the  Act,  the
                           Exchange Act or other  federal or state law,  insofar
                           as such losses,  claims)  damages or liabilities  (or
                           actions in respect thereto) arise out of or are based
                           upon any  Violation,  in each case to the extent (and
                           only to the  extent)  that such  Violation  occurs in
                           reliance   upon  and  in   conformity   with  written
                           information furnished by the Holder expressly for use
                           in connection with such registration;  and the Holder
                           will reimburse any legal or other expenses reasonably
                           incurred by the Company or any such director, officer
                           ,  controlling  person,  underwriter  or  controlling
                           person thereof,  in connection with  investigating or
                           defending any such loss, claim, damage,  liability or
                           action;   provided,   however,   that  the  indemnity
                           agreement contained in this Subsection 8(i)(ii) shall
                           not apply to amounts paid in  settlement  of any such
                           loss,  claim,  damage,  liability  or  action if such
                           settlement  is  effected  without  the consent of the
                           Holder,  which  consent  shall  not  be  unreasonably
                           withheld.

                                    (iii)   Promptly   after   receipt   by   an
                           indemnified  parry under Subsection 8(i) of notice of
                           the   commencement  of  any  action   (including  any
                           governmental action), such indemnified party will, if
                           a claim in respect  thereof is to be made against any
                           indemnifying  party under Subsection 8(i), notify the
                           indemnifying  party in  writing  of the  commencement
                           thereof  and the  indemnifying  party  shall have the
                           right to  participate  in,  and,  to the  extent  the
                           indemnifying party so desires, jointly with any other
                           indemnifying party similarly notified,  to assume the
                           defense thereof with counsel mutually satisfactory to
                           the parties;  provided,  however, that an indemnified
                           party shall have the right to retain








                           its own  counsel,  with the fees and  expenses  to be
                           paid by the indemnifying  party, if representation of
                           such indemnified party by the counsel retained by the
                           indemnifying  party  would  be  inappropriate  due to
                           actual or potential  differing interests between such
                           indemnified  party and any other party represented by
                           such  counsel  in such  proceeding.  The  failure  to
                           notify an indemnifying party within a reasonable time
                           of the commencement of any such action, to the extent
                           prejudicial  to its  ability to defend  such  action,
                           shall   relieve  such   indemnifying   party  of  any
                           liability to the indemnified  party under  Subsection
                           8(i), but the omission so to notify the  indemnifying
                           party will not  relieve it of any  liability  that it
                           may  have to any  indemnified  party  otherwise  than
                           under Subsection 8(i).


                           (j)   Reports   Under    Exchange   Act.    Following
                  registration  of the Company's  securities  under the Exchange
                  Act and with a view of making  available  to the  Holders  the
                  benefits of Rule 144  promulgated  under the Act and any other
                  rule or  regulation  or me SEC that  may at any time  permit a
                  Holder to sell securities of the Company to the public without
                  registration, the Company agrees to;


          (i)  use  its  best  efforts  to  make  and  keep  public  information
     available,  as those terms are  understood  and defined in Rule 144, at all
     times; and


                                    (ii) use its best  efforts  to file with the
                  SEC  in a  timely  manner  all  reports  and  other  documents
                  required of the Company under the Act and the Exchange Act.


                           (k)      Termination of the Company's Obligations.
                                    ------------------------------------------


                                    (i) The  Company  shall have no  obligations
                           pursuant to Subsections  8(b) or 8(c) with respect to
                           any request made by the Holder after June -, 2004.


                                    (ii) Notwithstanding any provision hereof to
                           the  contrary,  the Company  shall not be required to
                           effect  any  registration  under the Act or under any
                           state  securities  laws on  behalf  of any  Holder or
                           Holders  if,  in  the  opinion  of  counsel  for  the
                           Company,  the  offering or transfer by such Holder or
                           Holders in the  manner  proposed  (including  without
                           limitation,  the  number  of  shares  proposed  to be
                           offered or transferred  and the method of offering or
                           transfer)    is   exempt   from   the    registration
                           requirements  of the Act and the  securities or "Blue
                           Sky" laws of applicable states.


          (1) Holder's Acceptance of Obligations.  Acceptance of this Warrant by
     its Holder(s) shall be deemed to constitute the  unqualified  acceptance by
     the Holder of all of the terms and conditions set forth herein.

                  9.       Approvals.

                           The  Company  shall  from  time to time  use its best
                  efforts to obtain and  continue in effect any and all permits,
                  consents,  registrations,   qualifications  and  approvals  of
                  governmental  agencies and authorities and to make all filings
                  under  applicable  securities  laws  that  may  be  or  become
                  necessary in connection with the issuance,  sale, transfer and
                  delivery of this  Selling  Agent's  Warrant,  the  issuance of
                  securities  on any exercise  hereof,  and if any such permits,
                  consents, qualifications,  registrations, approvals or filings
                  are not  obtained  or  continued  in effect as  required,  the
                  Company shall immediately notify the Holder hereof.



<PAGE>







                  10.      Survival.

                           All  agreements,   covenants,   representations   and
                  warranties  herein shall survive the execution and delivery of
                  this Selling Agent's Warrant and any investigation at any time
                  made by or on behalf of any parties  hereto and the  exercise,
                  sale and purchase of this Selling Agent's Warrant.

                  11.      Remedies.

                           The Company  agrees  that the  remedies at law of the
                  Holder,  in the event of any default or threatened  default by
                  the Company in the  performance or compliance  with any of the
                  terms of this Selling Agent's Warrant, may not be adequate and
                  such terms may,  in  addition  to and not in lieu of any other
                  remedy,  be  specifically  enforced  by a decree  of  specific
                  performance  of  any  agreement  contained  herein  or  by  an
                  injunction  against a violation  of any of the terms hereof or
                  otherwise.

                  12.      Notices.

                           All    demands,    notices,    consents   and   other
                  communications  to be given  hereunder shall be in writing and
                  shall be deemed duly given when  delivered  personally or five
                  days after being mailed by first class mail,  postage prepaid,
                  properly addressed, as follows:

         If to the Company, to:               Aarica Holdings Inc.
                                              195 Wekiva Springs Road Suite 200
                                              Longwood, FL 32779
                                              Attention: Mr. Carol Kolozs,
                                              President
         With a copy by
         contemporaneous like means, to:     8214 Westchester Drive Suite 500
                                             Dallas, Texas 75225
                                             Attention: M. Joseph Bates, Esq.

          If to the Holder, to:              Kashner Davidson Securities
                                             Corporation 77
                                             South Palm A venue
                                             Sarasota, Florida 34236
                                             Attention: Mr. D. Scott Elliot,
                                             Syndicate Manager

          With a copy by
          contemporaneous like means, to:    De Martino Finkelstein Rosen &
                                             Virga
                                             1818 N Street, NW Suite 400
                                             Washington, DC 20036
                                             Attention: Ralph V. De Martino,
                                             Esq.

                           The Company  and each Holder may change such  address
                  at any time or times by notice hereunder to the other.



<PAGE>







           13.      Amendments; Waivers; Terminations; Governing Law; Headings.

                           This Selling  Agent's Warrant and any term hereof may
                  be  changed,  waived ,  discharged  or  terminated  only by an
                  instrument  in  writing  signed  by the  party  against  which
                  enforcement of such change,  waiver,  discharge or termination
                  is sought.  This Selling  Agent's Warrant shall be governed by
                  and construed and  interpreted in accordance  with the Laws of
                  the State of  Texas.  The  headings  in this  Selling  Agent's
                  Warrant are for convenience of reference only and are not part
                  of this Selling Agent's Warrant.

                  DATED: 3/2 , 2000




                                                   AARICA HOLDINGS INC.




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

                                                   Carol Kolozs, President



















<PAGE>








                               FORM OF ASSIGNMENT

            (To be executed upon transfer of Selling Agent's Warrant)

               FOR V ALUE RECEIVED, the undersigned hereby sells,
           assigns and transfers to _________________________the right
         represented by the within Selling Agent's Warrant, No. SAW -1,
           as such right may apply to shares of Common Stock which are
           the subject of the within Selling Agent's Warrant, together
          with all rights, title and interest therein, and does hereby
         irrevocably constitute and appoint ___________________attorney
             to Transfer such Selling Agent's Warrant on the warrant
            register of the within named Company, with full power of
                                  substitution.

                  DATED: _____________________


                                                  Signature;


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




                                                                 (Signature must
                                                                  conform in all
                                                                respects to name
                                                                    of Holder as
                                                                specified on the
                                                                     face of the
                                                                 Selling Agent's
                                                                        Warrant)


                                                Signature Guaranteed:



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





































                                  SUBSCRIPTION

          (To be  completed  and signed  only upon an  exercise  of the  Selling
     Agent's Warrant in whole or in part)

                  TO: Aarica Holdings Inc.

                           The  undersigned,  the Holder of the attached Selling
                  Agent's  Warrant  ("Warrant"),  hereby  irrevocably  elects to
                  exercise the purchase  right  represented  by the Warrant for,
                  and to  purchase  thereunder,  _____________  shares of Common
                  Stock (as such term is defined in the Selling  Agent's Warrant
                  dated ,  _________199__ , from Aarica Holdings Inc. to Kashner
                  Davidson  Securities  Corporation)  (or  other  securities  or
                  property),  and herewith makes payment of $______ therefore in
                  cash,  by certified or official  bank check or such other form
                  of  payment  as  may  be  permitted  under  the  Warrant.  The
                  undersigned  hereby requests that the  Certificate(s) for such
                  securities  be  issued in the  name(s)  and  delivered  to the
                  address(es) as follows:

                  Name:
                  ------------------------------------------------
                  Address:
                  ------------------------------------------------
                  Social Security Number:   ___________________________________
                  Deliver to:
                  ------------------------------------------------
                  Address:
                  ------------------------------------------------

                           If the foregoing  Subscription  evidences an exercise
                  of the Se1ling  Agent's  Warrant to purchase fewer than all of
                  the  Shares (or other  securities  or  property)  to which the
                  undersigned  is entitled under such Selling  Agent's  Warrant,
                  please issue a new Selling Agent's  Warrant,  of like date and
                  tenor,  for  the  remaining  portion  of the  Selling  Agent's
                  Warrant (or other securities or property) in the name(s),  and
                  deliver the same to the address(es), as follows:

                  Name:
                  --------------------------------------------------
                  Address:
                  --------------------------------------------------

                  DATED:                    ___________________ , 199 ___

                  -------------------------------------------------------------
          (Social Security or Taxpayer  Identification  (Name of Holder) (Number
     of Holder)



                  ------------------------------------
                  (Signature of Holder or Authorized Signatory)



                  Signature Guaranteed:


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