AMENDED AND RESTATED
                               SECURITY AGREEMENT



                                 By and Between

                              AARICA HOLDINGS, INC.
                            (the "Corporation"), and

  AARICA SPORT, S.A. de C.V. and TAIMEX INDUSTRIES, S.A. de C.V., as Guarantors


           (the Corporation and Guarantors collectively the "Debtor")



                                       and

                             ROBERT E. SCHMIDT, JR.

                            (the "Secured Creditor")





                                     <PAGE>


                              AMENDED AND RESTATED
                               SECURITY AGREEMENT


         THIS AMENDED AND RESTATED SECURITY AGREEMENT ("Security  Agreement") is
made and entered into as of the 14th day of January, 2000, by and between:

          AARICA  SPORT,  S.A.  de C.V.  and  Taimex  Industries,  S.A.  de C.V.
     ("Guarantors"), and AARICA HOLDINGS, INC. (the "Corporation")
             (hereinafter collectively referred to as the "Debtor"),

                                       and

                             ROBERT E. SCHMIDT, JR.
              (hereinafter referred to as the "Secured Creditor").

                              W I T N E S S E T H :

         WHEREAS, Guarantors are subsidiaries of the Corporation; and

          WHEREAS,  Taimex  Industries,  S.A. de C.V. had directly borrowed from
     Secured Creditor the principal  amount of $240,000.00,  which debt remained
     unpaid and outstanding and was consolidated and restructured  with the debt
     of the Corporation; and

          WHEREAS,  Guarantors have directly  borrowed from Secured Creditor the
     principal amount of $750,000.00; and

         WHEREAS,  the Corporation has requested the Secured Creditor to advance
or loan  to it on  behalf  of  itself  and its  subsidiaries  certain  money  as
hereinafter  set forth,  the payment of which has been  guaranteed by Guarantors
and Carol Kolozs.  The Secured  Creditor is unwilling to provide or continue the
loan  unless and until  Guarantors  have  granted  to the  Secured  Creditor  an
enforceable and perfected security interest in certain collateral as hereinafter
set forth.

         NOW, THEREFORE, Guarantors agree with the Secured Creditor as follows:

          1.  DEFINITIONS.  As used in this  Security  Agreement,  the following
     terms and conditions shall have the meanings set forth below:

                  "Collateral" shall mean the accounts  receivable and inventory
described in paragraph 2 of this Agreement.

                  "Liabilities" shall mean any and all of the following:



<PAGE>



                                       13

          1.  Principal  and  interest and all other monies due or to become due
     under  the  Promissory  Notes,  as  hereinafter   defined,   including  any
     extensions or renewals thereof.

          2. All other monies (in addition to principal  and interest) due or to
     become due the Secured Creditor from the Debtor including,  but not limited
     to, all costs and expenses,  including  attorney's  fees, which the Secured
     Creditor is  entitled or  permitted  for any reason  whatsoever  to recover
     under any statute, promissory note or agreement,  including but not limited
     to, this Security  Agreement and the Promissory  Notes.  As used herein and
     elsewhere  in  this  Security  Agreement,  costs  and  expenses,  including
     attorney's fees,  shall include costs and expenses  incurred by the Secured
     Creditor in  proceeding  against the  Collateral  or against the Debtor and
     shall include  costs and expenses,  including  attorney's  fees,  which the
     Secured  Creditor  may incur or become  liable for as a result of enforcing
     any of its rights and privileges under this Security Agreement,  whether in
     any initial suit or an appeal therefrom.

                  "Promissory Notes" shall mean (i) that certain Promissory Note
executed  by the  Corporation  in favor of the Secured  Creditor  dated March 8,
1999,  in  the  principal   amount  of  Two  Hundred  Fifty   Thousand   Dollars
($250,000.00) and all amendments,  modifications and renewals thereof, (ii) that
certain Replacement  Promissory Note executed by the Corporation in favor of the
Secured  Creditor  dated March 8, 1999, in the  principal  amount of Two Hundred
Forty Thousand  Dollars  ($240,000.00)  and all amendments,  modifications,  and
renewals thereof,  (iii) that certain Promissory Note executed by the Guarantors
in favor of the Secured Creditor dated January 14, 2000, in the principal amount
of Seven Hundred Fifty  Thousand  Dollars  ($750,000.00),  and (iv) that certain
Third  Promissory  Note  executed  by the  Corporation  in favor of the  Secured
Creditor  dated  January 14, 2000,  in the  principal  amount of One Million One
Hundred  Thirty-Seven  Thousand  Five Hundred  Dollars  ($1,137,500.00)  and all
amendments, modifications and renewals thereof.

                  "Proceeds" shall have the meaning assigned that term under the
UCC on the date hereof or under  other  relevant  law and,  in any event,  shall
include,  but not be limited  to,  (i) any and all  proceeds  of any  insurance,
indemnity,  warranty  or  guaranty  payable to the Debtor from time to time with
respect  to any of the  Collateral,  (ii)  any and  all  payments  (in any  form
whatsoever)  made  or due  and  payable  to the  Debtor  from  time  to  time in
connection  with  any  requisition,   confiscation,   condemnation,  seizure  or
forfeiture of all or any part of the  Collateral by any  governmental  authority
(or any Person acting under color of governmental authority),  (iii) whatever is
received when any of the  Collateral is sold,  exchanged,  leased,  collected or
otherwise  disposed  of,  including  cash,  negotiable   instruments  and  other
instruments  for the payment of money,  chattel paper,  security  agreements and
other documents,  (iv) any interest,  dividends  (whether paid in cash, stock or
any other  instrument of value),  or any other earnings paid on, or accrued with
respect to, the  Collateral  in any form  whatsoever,  and (v) any and all other
amounts from time to time paid or payable under or in connection with any of the
Collateral.



<PAGE>


                  "UCC" shall mean the Florida  Uniform  Commercial  Code as set
forth in Chapters 671 through 680, Florida Statutes,  as the same may be amended
from time to time.

2. COLLATERAL.  As used in this Security Agreement,  the term "collateral" shall
mean and include any and all of each of the Guarantor's  accounts receivable and
inventory,  whether now owned or hereafter  acquired,  and all proceeds thereof,
including  but not limited to, all proceeds of credit,  fire or other  insurance
and any tax refunds.

3.       GRANT OF SECURITY INTEREST.
         --------------------------

1.       To secure the payment of all Liabilities to the Secured  Creditor,  the
         Guarantors do hereby grant to the Secured Creditor a security  interest
         in each and all of the Collateral,  whether now existing or hereinafter
         from time to time  acquired and all Proceeds and products of any of the
         foregoing.  The security  interest of the Secured  Creditor  under this
         Agreement extends to all Collateral which the Guarantors may now own or
         hereafter   acquire  at  any  time  during  the  continuation  of  this
         Agreement.

          2. Power of Attorney. The Guarantors hereby constitute and appoint the
     Secured  Creditor as its true and lawful attorney,  irrevocably,  with full
     power  after the  occurrence  and  during the  continuance,  of an Event of
     Default (in the name of the Debtor or otherwise) to sell, assign,  endorse,
     pledge, transfer and make any agreement respecting, or otherwise deal with,
     the  Collateral,  to endorse any checks or other  instruments  or orders in
     connection  therewith and to prosecute,  defend,  settle or compromise  any
     action,  claim or  proceeding  which the  Secured  Creditor  may deem to be
     necessary or advisable with respect to the Collateral, which appointment as
     attorney  is coupled  with an  interest;  provided,  however  that  nothing
     contained  herein shall be construed as requiring or obligating the Secured
     Creditor to make any inquiry as to the nature or sufficiency of any payment
     received  by it, to present or file any claim or  notice,  or to take,  any
     action with respect to the Collateral or any part thereof or the monies due
     or to become due in respect thereof or any property covered thereby.

          4. REPRESENTATIONS,  WARRANTIES AND COVENANTS.  Each of the Guarantors
     do hereby  represent and warrant to and covenant with the Secured  Creditor
     as follows:

1.       Except  for  the  Secured  Creditor's  ownership  interest,   that  the
         Guarantor is the absolute owner of the Collateral free and clear of all
         liens and security interest whatsoever except for the security interest
         granted the Secured Creditor by this Security Agreement.

          2. That the Guarantor  will defend the  Collateral  against the claims
     and demands of all persons at any time  claiming  the same or any  interest
     therein.


<PAGE>


3.       That by virtue of this Security  Agreement  and the  perfection of said
         security  interest in  accordance  with the  provisions  of paragraph 7
         hereof,  the Secured Creditor has a valid,  enforceable,  perfected and
         first security interest in the Collateral.

          4.  Guarantor has not and shall not grant to any person other than the
     Secured Creditor a security  interest or any other interest or claim in the
     Collateral.

5.       There  is  not  now  and  will  not  be  filed  in  the  future  in any
         jurisdiction any financing  statement listing any person other than the
         Secured  Creditor  as a  secured  party  covering  any  or  all  of the
         Collateral.

6.       That the  Guarantor  will not  permit any liens or  security  interests
         other than the Secured Creditor's  security interest,  to attach to the
         Collateral,  permit  the  Collateral  to be  levied  upon  under  legal
         process, permit anything to be done that may impair the value of any of
         the Collateral or the security intended to be afforded by this Security
         Agreement.

7.       That the Guarantor will not sell,  transfer or otherwise dispose of any
         of the Collateral or any interest therein or offer to do so without the
         prior written consent of the Secured Creditor.

8.       That the Guarantor will not use the collateral or permit the Collateral
         to be used in  violation  of any  statute or  ordinance  and the Debtor
         shall further  comply with all  statutes,  regulations  and  ordinances
         applicable  to the use or its  ownership of the  Collateral  and to its
         business.

9.       That the Guarantor will pay promptly when due all taxes and assessments
         upon the  Collateral  or for its use or  operation  or upon any note or
         notes or other writing evidencing the Liabilities, or any of them.

10.      That at its option,  the Secured Creditor may discharge taxes, liens or
         security  interest or encumbrances at any time levied upon or placed on
         the Collateral, and may pay for the maintenance and preservation of the
         Collateral;  provided,  however, the Secured Creditor shall be under no
         duty or  obligation  to do so.  The  Guarantor  agrees  to  immediately
         reimburse the Secured  Creditor on demand for any such payments made or
         any expenses incurred by the Secured Creditor together with interest at
         the  highest  rate   permitted  by  law,   pursuant  to  the  foregoing
         authorization.

11.      That the Secured  Creditor shall have the right at all times to inspect
         the  Collateral  and the books and  records  of  Guarantor  and to make
         inquiries of the officers of Guarantor concerning the status thereof.



<PAGE>


12.      That the Guarantor  shall not be dissolved or be consolidated or merged
         with any other entity nor shall the Guarantor  transfer  (other than in
         the ordinary course of its business as permitted  herein) a substantial
         part of its assets.

13.      That the Guarantor will immediately  notify the Secured Creditor if the
         Guarantor suffers or permits any changes in management (including,  but
         not limited to,  officers and directors) or suffers or experiences  any
         adverse financial change.

14.      That the Guarantor will maintain the validity of the Collateral.

15.      That the  Guarantor,  at the  request of the  Secured  Creditor,  shall
         furnish  to the  Secured  Creditor  such  financial  statements  of and
         financial  information  relating to the  Guarantor and its business and
         the Collateral, as the Secured Creditor may request and in such form as
         the Secured Creditor may request from time to time.

16.      This Security Agreement is made with full recourse to the Guarantor and
         pursuant to and upon all the  warranties,  representations,  covenants,
         and agreements on the part of the Guarantor contained herein.

          17. The Secured  Creditor shall use reasonable care in the custody and
     preservation  of the  Collateral in its  possession,  but need not take any
     steps to preserve the rights of prior parties.  The Secured  Creditor shall
     be deemed to have exercised reasonable care in the custody and preservation
     of the Collateral in its possession if the Collateral is accorded treatment
     substantially  equal to that which the  Secured  Creditor  accords  its own
     property,  it being  understood  that the  Secured  Creditor  shall have no
     responsibility  for taking any necessary  steps to preserve  rights against
     any parties  with  respect to any  Collateral.  The Secured  Creditor,  its
     directors, officers, and other agents shall not be liable or responsible in
     any manner  whatsoever for any loss  resulting from any investment  made in
     the  Collateral.  The  Guarantor  agrees to indemnify  and hold the Secured
     Creditor,  its  directors,  officers,  and other agents  harmless  from and
     against  any  liability,   cost,  or  other  expense  (including,   without
     limitation,  reasonable  attorneys' fees) relating to or resulting from any
     investment  in the  Collateral,  unless  proximately  caused  by the  gross
     negligence or willful misconduct of the Secured Creditor.

         All of the foregoing representations, warranties and covenants shall be
true and correct  throughout  the term of this  Security  Agreement and shall be
fulfilled and maintained by the Guarantor throughout the term hereof.

5. MANAGEMENT OF THE DEBTOR. No act shall be taken or sum expended or obligation
incurred which is legally  binding on the Debtor with respect to a matter within
the scope of any of the major decisions ("Major  Decisions"),  as defined below,
affecting  the  Debtor,  unless  such Major  Decision  has been  approved by the
Secured Creditor. The Major Decisions shall be the following:
1.

<PAGE>



1.       issuance of additional shares of stock in the Debtor;

2.       dissolution and winding-up of the Debtor;

          3. the sale,  exchange or other transfer of any of the Debtor's assets
     other than in the ordinary course of business;

          4. the  mortgage,  assignment,  pledge or other  transfer  for secured
     position or granting a security interest in any of the Debtor's assets;

          5. the incurrence,  renewal, refinancing,  payment or other discharge,
     of indebtedness  in excess of $25,000.00  outside of the ordinary course of
     business (aggregated for transactions of a single nature);

6.       a material change in the basic nature of the business of the Debtor;

          7. a matter  involving  an actual or  potential  conflict  of interest
     between  the Debtor and its  principals  or  entities  affiliated  with its
     principals;

8.       an amendment to the Articles of Incorporation or Bylaws of the Debtor;

9.       declaration of dividends or loans to principals of the Debtor, provided
         that the Debtor may pay to the Internal Revenue Service an amount up to
         the anticipated tax on income allocated on the K-1 or commensurate form
         to  the  shareholders  of  Debtor,  with  adjustment  being  made  each
         succeeding year upon affidavit of the said shareholders;

          10. business  acquisitions  or material  expansions of the business of
     the Debtor;

          11.  increases in salaries or granting of bonuses to executives of the
     Debtor;
12.      adoption of employee benefit plans or benefits;

13.      adoption of phantom stock or stock bonus program; and

          14.  execution  of long term leases,  except as may be necessary  with
     respect to the replacement of an existing location.

          6. DEFAULT.  The  occurrence  of one or more of the  following  events
     shall  constitute  a default  in this  Security  Agreement,  subject to the
     expiration  of any  rights  to  cure a  default  as  provided  in the  Loan
     Agreement:



<PAGE>


          1.  The  failure  or  omission  of the  Debtor  to pay  when  due  any
     Liability,  including  but not  limited to, the failure to pay when due any
     payment of interest or principal of the Promissory Notes.


2.       The  failure  of the Debtor to keep,  observe  or  perform  any term or
         condition of this  Security  Agreement  required  hereunder to be kept,
         observed or performed by the Debtor.

3.       The making or furnishing  by the Debtor to the Secured  Creditor of any
         representation,  warranty or covenant in connection  with this Security
         Agreement which is false.

     4. The  making  of an  assignment  by the  Debtor  for the  benefit  of its
creditors.

5.       The commencement of proceedings in bankruptcy for reorganization of the
         Debtor or for the  adjustment of any of its debts under the  Bankruptcy
         Code or under  any law,  whether  state or  federal,  now or  hereafter
         existing for the relief of debtors.

          6. The  appointment  of a receiver  or trustee  for the Debtor for any
     substantial  part of its assets,  or the institution of any proceedings for
     the dissolution, or the full or partial liquidation of the Debtor.

7.       The Debtor becomes insolvent or unable to pay debts as they mature.

         A default  under this  Security  Agreement  shall  constitute a default
under the terms and  conditions  of all  promissory  notes and  guarantees  then
existing and  executed by the Debtor in favor of the Secured  Creditor and shall
also be and constitute a default under all promissory notes and other agreements
then  existing  and  which  evidence  in any way any  Liability  to the  Secured
Creditor.

7.       DISPOSITION OF COLLATERAL AND OTHER REMEDIES UPON DEFAULT.


1.       Disposition.




<PAGE>


          1. If an Event of Default shall have occurred and be  continuing,  the
     Secured Creditor may sell, assign, transfer,  endorse and deliver the whole
     or from time to time,  any part of the  Collateral  at a public or  private
     sale for cash, upon credit or for other  property,  for immediate or future
     delivery  and for such  price or prices  and on such  terms as the  Secured
     Creditor  in its  sole  discretion  shall  deem  appropriate.  The  Secured
     Creditor  shall be  authorized  at any  sale to  restrict  the  prospective
     bidders or purchasers to persons who will represent and agree that they are
     purchasing the Collateral for their own account.  Upon  consummation of any
     sale,  the  Secured  Creditor  shall  have the right to  assign,  transfer,
     endorse and deliver to the purchaser or purchasers  thereof the  Collateral
     sold. If required by applicable  law, the Secured  Creditor  shall give the
     Debtor not less than ten days written  notice  (which the Debtor  agrees is
     reasonable  notification  within the meaning of Section 9-504(3) of the UCC
     as in effect in the State of Florida) of any public or private  sale of the
     Collateral. Such notice, in the case of a public sale, shall state the time
     and place for such sale. Any public sale of any of the Collateral  shall be
     held at such time or times within ordinary business hours and at such place
     or places as the Secured  Creditor  may state in the notice or  publication
     (if any) of such sale. At any sale, the Collateral,  or any portion thereof
     to be sold,  may be sold as an  entirety  or in  separate  parcels,  as the
     Secured Creditor may (in its sole and absolute discretion)  determine.  The
     Secured Creditor shall not be obligated to sell any of the Collateral if it
     shall determine not to do so,  regardless of the fact that notice of a sale
     of such Collateral may have been given.  The Secured  Creditor may, without
     notice or publication, adjourn any public or private sale or cause the same
     to be  adjourned  from time to time by  announcement  at the time and place
     fixed for sale, and such sale may,  without  further  notice,  occur at the
     time and place  identified  in such  announcement.  In the event all or any
     part of the  Collateral  is sold on  credit  or for  future  delivery,  the
     Collateral so sold may be retained by the Secured  Creditor  until the sale
     price is paid by the  purchaser  or  purchasers  thereof,  but the  Secured
     Creditor  shall not  incur  any  liability  in case any such  purchaser  or
     purchasers shall fail to take up and pay for the Collateral so sold and, in
     case of any such failure, such Collateral may be sold again upon five days'
     notice  (which  the Debtor  agrees is  reasonable  notification  within the
     meaning  of  Section  9-504(3)  of the UCC as in  effect  in the  State  of
     Florida).  At any public sale made pursuant to this Agreement,  the Secured
     Creditor may bid for or purchase, free from any right of redemption,  stay,
     appraisal,  reclamation  or turnover on the part of the Debtor (all of such
     rights  being hereby  waived and released to the extent  permitted by law),
     any Collateral  offered for sale and may make payment on account thereof by
     using  any  Obligations  then due and  payable  to it from the  Debtor as a
     credit  against the purchase  price,  and the Secured  Creditor  may,  upon
     compliance  with  the  terms of  sale,  hold,  retain  and  dispose  of the
     Collateral sold without further  accountability to the Debtor therefor. For
     purposes  hereof,  a written  agreement  to purchase all or any part of the
     Collateral  shall be treated as a sale  thereof  and the  Secured  Creditor
     shall be free to carry out such sale  pursuant to such  agreement,  and the
     Debtor  shall  not be  entitled  to the  return of any  Collateral  subject
     thereto notwithstanding the fact that after the Secured Creditor shall have
     entered into such  agreement all Events of Default shall have been remedied
     or the Obligations shall have been paid and performed in full.

2.                As an  alternative  to  exercising  the  power of sale  herein
                  conferred upon it, the Secured  Creditor may proceed,  by suit
                  or suits at law or in equity to foreclose  this  Agreement and
                  sell the  Collateral  or any  portion  thereof  pursuant  to a
                  judgment or decree of a court having  competent  jurisdiction,
                  and/or  (ii)  by  exercising  any  and all  other  rights  and
                  remedies accorded a secured party under the UCC.



<PAGE>


2.       Waiver of Claims.  Except as otherwise provided in this Agreement,  THE
         DEBTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE
         AND  JUDICIAL  HEARING  IN  CONNECTION  WITH  THE  SECURED   CREDITOR'S
         DISPOSITION OF ANY OF THE COLLATERAL,  INCLUDING,  WITHOUT  LIMITATION,
         ANY AND ALL PRIOR  NOTICE AND  HEARING  FOR ANY  PREJUDGMENT  REMEDY OR
         REMEDIES AND ANY SUCH RIGHT WHICH DEBTOR WOULD OTHERWISE HAVE UNDER THE
         CONSTITUTION  OR ANY STATUTE OF THE UNITED  STATES OF AMERICA OR OF ANY
         STATE OR UNDER THE  CONSTITUTION  OR ANY STATUTE OF ANY  COUNTRY  OTHER
         THAN THE UNITED STATES OF AMERICA OR ANY POLITICAL SUBDIVISION THEREOF,
         and the Debtor hereby further waives, to the extent permitted by laws:

          1. all damages occasioned by such disposition except any damages which
     are the direct result of the Secured  Creditor's gross negligence or wilful
     misconduct;

          2. all other  requirement  as to the time,  place and terms of sale or
     other   requirements  with  respect  to  the  enforcement  of  the  Secured
     Creditor's rights hereunder; and
3.                all  rights  of  redemption,  appraisement,  valuation,  stay,
                  extension  or  moratorium  now or hereafter in force under any
                  applicable law in order to prevent or delay the enforcement of
                  this  Agreement or the absolute sale of the  Collateral or any
                  portion  thereof,  and the Debtor,  for itself and all who may
                  claim under it,  insofar as it now or hereafter  lawfully may,
                  hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase,  or any other realization upon
any Collateral  shall operate to divest all right,  title,  interest,  claim and
demand,  either at law or in equity, of the Debtor therein and thereto and shall
be a perpetual bar both at law and in equity  against the Debtor and against any
and all Persons claiming or attempting to claim the Collateral so sold, optioned
or realized upon, or any part thereof, from, through and under the Debtor.

          3. Application of Proceeds. The proceeds of any Collateral disposed of
     pursuant to Section 4.1 shall be applied as follows:

1.                to the payment of any and all  expenses  and fees  (including,
                  without  limitations  reasonable  attorneys' fees) incurred by
                  the  Secured  Creditor in  obtaining,  taking  possession  of,
                  removing,  insuring,   repairing,  storing  and  disposing  of
                  Collateral  and any and all  amounts  incurred  by the Secured
                  Creditor in connection therewith;

2.       next, any surplus then remaining to the payment of the Liabilities;



<PAGE>


          3. if no Liability is outstanding, any surplus then remaining shall be
     paid to the Guarantor, subject, however, to the rights of the holder of any
     then existing Lien of which the Secured Creditor has actual notice (without
     investigation);

          4. Remedies Cumulative. No failure or delay on the part of the Secured
     Creditor in exercising any right, power or privilege hereunder or under any
     other document between the Secured Creditor and the Debtor and no course of
     dealing  between the Debtor and the  Secured  Creditor  shall  operate as a
     waiver  thereof;  nor shall any  single or partial  exercise  of any right,
     power or  privilege  hereunder  or under any  other  document  between  the
     Secured  Creditor  and the Debtor  preclude  any other or further  exercise
     thereof or the exercise of any other right, power or privilege hereunder or
     thereunder.  The  rights,  powers  and  remedies  herein,  or in any  other
     document between the Secured Creditor and the Debtor expressly provided are
     cumulative  and not exclusive of any rights,  powers or remedies  which the
     Secured Creditor would otherwise have. No notice to or demand on the Debtor
     in any case shall  entitle  the  Debtor to any other or  further  notice or
     demand in  similar or other  circumstances  or  constitute  a waiver of the
     rights  of the  Secured  Creditor  to any  other or  further  action in any
     circumstances without notice or demand.


          5.  Discontinuance of Proceedings.  In case the Secured Creditor shall
     have instituted any proceeding to enforce any right,  power or remedy under
     this Security Agreement by foreclosure,  sale, entry or otherwise, and such
     proceeding  shall have been  discontinued  or  abandoned  for any reason or
     shall have been determined  adversely to the Secured Creditor,  then and in
     every such case the Debtor,  the Secured Creditor and each holder of any of
     the  Liabilities  shall be restored to their  former  positions  and rights
     hereunder with respect to the Collateral  subject to the security  interest
     created under this Security Agreement,  and all rights, remedies and powers
     of the Secured  Creditor shall  continue as if no such  proceeding had been
     instituted.

         The parties hereto agree that no additional notice shall be required by
virtue of this Agreement with respect to any disposition of the Collateral.

8.  PERFECTION.  In order to perfect the  security  interest  in the  Collateral
granted to the Secured Creditor by the Guarantor hereunder, the Guarantor agrees
to execute and deliver to the Secured  Creditor any and all documents which are,
in the  opinion of the  Secured  Creditor  or its  counsel,  necessary  so as to
perfect  said  security  interest  including,  but not limited to,  execution of
appropriate UCC-1 financing statements to be filed with the Florida Secretary of
State and with the appropriate filing officer in such other  jurisdictions where
any of the Collateral is or may be located.



<PAGE>


         The Debtor  further  authorizes  the Secured  Creditor to do such other
acts and  things,  all as the Secured  Creditor  may  request to  establish  and
maintain a valid,  enforceable and perfected security interest in the Collateral
(free  of all  other  liens  and  claims  whatsoever  except  for the  Permitted
Encumbrances)  to secure  payment  of the  Liabilities.  At the  request  of the
Secured Creditor, this Security Agreement executed by the Debtor, or a photocopy
thereof,  shall be deemed to be a financing statement  authorized to be filed in
such jurisdictions where such filing will be given effect.

         The Debtor shall pay all costs of filing any  financing  statement  and
all other costs of perfecting the security  interest granted  hereunder,  unless
otherwise agreed in writing by Debtor and Secured Creditor.

9. OTHER  DOCUMENTS.  During  the term of this  Security  Agreement,  the Debtor
agrees to execute any and all other  documents  which are, in the opinion of the
Secured Creditor or its counsel, necessary to carry out the terms and conditions
of this  Security  Agreement  including  the granting of a perfected,  valid and
enforceable security interest in the Collateral to the Secured Creditor.

10. NOTICE. All notices,  if otherwise  required,  under this Security Agreement
shall be in writing and along with all other documents  permitted or required to
be given under this Security  Agreement shall be deemed to have been given,  (i)
in the case of delivery, when delivered to the address set forth in the preamble
to this Security  Agreement,  and (ii) in all other cases when the same has been
actually received by the other party. Either party hereto may change the address
at which said  notices  are to be sent by the giving of notice of such change to
the other  party as set forth  herein.  In the event the  Secured  Creditor is a
Debtor,  all notices  sent to the Secured  Creditor  shall not be deemed to have
been given unless they are given or sent to the attention of the loan officer in
charge of the  account of the  Debtor  and,  in the event  there is no such loan
officer, then to the President of the Secured Creditor.

11.  TERM.  This  Security  Agreement  and the  rights  and  privileges  granted
hereunder to the Secured  Creditor  shall  continue and remain in full force and
effect until all Liabilities have been paid in full to the Secured Creditor, and
the Debtor has no further  right to obtain any  advances or other  disbursements
from the Secured Creditor. At such time, this Security Agreement shall be marked
"Canceled"  and returned to the Debtor and the Secured  Creditor  shall  further
execute a termination statement in regard to any financing statement that solely
relates to the  collateral.  Until this  Security  Agreement  has been so marked
"Canceled" and returned to the Debtor, this Security Agreement shall continue to
secure all Liabilities and, at its option,  the Secured Creditor may retain this
Security  Agreement and maintain the validity of any security  interest  granted
hereunder and financing  statements  relating thereto for a period not to exceed
one hundred twenty (120) days after all Liabilities  have been paid in full and,
in such event,  if the Debtor has not filed and there has not been filed against
it any bankruptcy  proceeding under the Bankruptcy Code during said period,  the
Secured  Creditor  shall then cancel this  Security  Agreement and terminate any
financing statements as set forth herein.

12.      TIME.  Time is of the essence of this Security Agreement.
         ----



<PAGE>


13. WAIVER.  No waiver by the Secured Creditor of any default shall operate as a
waiver of any other  default  or of the same  default on a future  occasion.  No
delay or omission on the part of the Secured Creditor in exercising any right or
remedy shall operate as a waiver thereof,  and no single or partial  exercise by
the Secured  Creditor of any right or remedy shall  include any other or further
exercise  thereof  or the  exercise  of any other  right or  remedy.  The Debtor
further waives all notices  whatsoever  that the Debtor may be entitled to under
any contract or statute including  presentment,  notice of dishonor,  protest or
notice of protest.

14. MISCELLANEOUS.  The provisions of this Security Agreement are cumulative and
are in addition to the provisions of any note secured by this Security Agreement
and the Secured Creditor shall have all the benefits, rights and remedies on any
note  secured  hereby.  If more  than one  party  shall  execute  this  Security
Agreement,  the term  "Debtor"  will  mean all  parties  signing  this  Security
Agreement and each of them,  and all such parties shall be jointly and severally
obligated and liable hereunder.  The singular pronoun,  when used herein,  shall
include  masculine and feminine.  All rights of the Secured  Creditor  hereunder
shall  inure to the  benefit of his  successors  and  assigns  and all duties or
obligations  of  the  Debtor   hereunder   shall  bind  the  heirs,   executors,
administrators, successors and assigns of each Debtor.

          15.  GOVERNING LAW. This Security  Agreement has been delivered in the
     State of Florida and shall be construed in accordance  with and governed by
     the laws of the State of Florida.  Venue and exclusive jurisdiction for any
     legal action authorized hereunder shall be in Orange County, Florida.

16. SEVERABILITY.  Whenever possible,  each provision of this Security Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision  of this  Security  Agreement  shall  be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Security Agreement provided,  however, if such invalidity  adversely affects the
substantial  rights of the Secured Creditor under this Security  Agreement,  all
the Liability shall immediately become due and payable in full.

17.  DOCUMENTARY  STAMPS.  Unless  otherwise  agreed in writing  by the  Secured
Creditor and the Debtor, the Debtor shall pay all documentary stamps, intangible
tax, as well as all other taxes and penalties due on any notes evidencing any of
the  Liabilities  and the Debtor  further  agrees to indemnify  and hold Secured
Creditor  harmless  from  and  against  any and  all  such  documentary  stamps,
intangible  taxes and  penalties.  The  Promissory  Notes have been executed and
delivered  outside  of  the  State  of  Florida  pursuant  to  Florida  Statutes
ss.201.08(1) and DOR Rule 12B-4.053 (35).

18. COSTS AND  ATTORNEYS  FEES.  In the event of any default under this Security
Agreement  or  the  exercise  by the  Secured  Creditor  of  any  of its  rights
hereunder,  the Debtor shall promptly pay to the Secured Creditor all such costs
and expenses,  including attorneys fees. All such costs and expenses,  including
attorneys  fees,  shall further be deemed to be within the term  "Liability" and
secured  by the  Collateral.  As used  in this  Security  Agreement,  costs  and
attorneys  fees  shall  mean  costs and  attorneys  fees  incurred  in any suit,
including any appeal therefrom.
1.

<PAGE>



19.  COMPLETE  AGREEMENT.  This  Security  Agreement  constitutes  the  complete
agreement  between the Guarantor  and Secured  Creditor in regard to the matters
set forth  herein and this  Security  Agreement  may not be altered,  amended or
otherwise  modified  except by a writing  signed by the  person to be charged by
said alteration,  amendment or modification. This requirement that this Security
Agreement may not be altered,  amended or modified except by a writing,  may not
itself be waived except by a writing.

20. Waiver of Trial by Jury.  THE DEBTOR AND THE SECURED  CREDITOR  HEREBY WAIVE
ANY  RIGHT TO TRIAL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION,  CAUSE OF ACTION OR
COUNTERCLAIM  (a)  ARISING  UNDER  THIS  SECURITY  AGREEMENT,  ANY OTHER  CREDIT
DOCUMENT,  OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE  DEALINGS  OF THE  PARTIES  HERETO  OR ANY OF THEM WITH  RESPECT  TO THIS
SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT OR ANY OTHER INSTRUMENT,  DOCUMENT
OR AGREEMENT  EXECUTED OR DELIVERED IN CONNECTION  HEREWITH OR THE  TRANSACTIONS
RELATED  HERETO,  IN EACH CASE  WHETHER NOW  EXISTING OR  HEREAFTER  ARISING AND
WHETHER IF CONTRACT OR TORT OR  OTHERWISE.  THE DEBTOR AND THE SECURED  CREDITOR
HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR
COUNTERCLAIM  SHALL BE TRIED BY COURT TRIAL,  WITHOUT A JURY, AND THAT ANY PARTY
MAY FILE AN ORIGINAL  COUNTERPART OR A COPY OF THIS SECURITY  AGREEMENT WITH ANY
COURT AS WRITTEN  EVIDENCE  OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.

         IN WITNESS WHEREOF,  the Parties have executed this Security  Agreement
as of the date and year first above written.

Signed, sealed and delivered in                      CORPORATION:
the presence of:
                                     AARICA HOLDINGS, INC., a Texas corporation


                                              By: /s/ Carol Kolozs
Print Name:                                   Carol Kolozs, President


Print Name:
           ---------------------------




<PAGE>


                                               GUARANTORS:

                                               AARICA SPORT, S.A. de C.V.,
                                               a Mexican corporation


                                               By: /s/ Carol Kolozs
Print Name:                                    Carol Kolozs, President


Print Name:
           ---------------------------


                                               TAIMEX INDUSTRIES, S.A. de C.V.,
                                               a Mexican corporation


                                               By: /s/ Carol Kolozs
Print Name:                                    Carol Kolozs, President


Print Name:
           -----------------------------




                                                 SECURED CREDITOR:



Print Name:                                      Robert E. Schmidt, Jr.

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


Print Name:
           -------------------------------






<PAGE>


STATE OF FLORIDA
COUNTY OF ORANGE

         The foregoing  instrument was acknowledged  before me this _14th day of
January,  2000, by Carol Kolozs, as President of AARICA HOLDINGS,  INC., a Texas
corporation, on behalf of the corporation,  who is personally known to me or who
produced     _______________________      _______________________________     as
identification.


                                       ----------------------------------------
                      Notary Public
                                       ----------------------------------------
                                    (Name of Notary, typed, printed, or stamped)

                                                My Commission Expires:

STATE OF FLORIDA
COUNTY OF ORANGE

          The foregoing  instrument was acknowledged  before me this 14th day of
     January,  2000, by Carol Kolozs,  as the President of AARICA SPORT, S.A. de
     C.V., a  ____________  corporation,  on behalf of the  corporation,  who is
     personally   known   to   me   or   who   has   produced    _______________
     _______________________________ as identification.

                                     ------------------------------------------
                      Notary Public
                                     ------------------------------------------
                                    (Name of Notary, Typed, Printed, or Stamped)

                                              My Commission Expires:

STATE OF FLORIDA
COUNTY OF ORANGE

          The foregoing  instrument was acknowledged  before me this 14th day of
     January, 2000, by Carol Kolozs, as the President of TAIMEX INDUSTRIES, S.A.
     de C.V., a ____________ corporation,  on behalf of the corporation,  who is
     personally      known      to     me     or      who      has      produced
     ______________________________________________ as identification.


                                     ------------------------------------------
                      Notary Public
                                     ------------------------------------------
                                    (Name of Notary, Typed, Printed, or Stamped)

                                                My Commission Expires:


<PAGE>




STATE OF Florida
COUNTY OF ORANGE

          The foregoing  instrument was acknowledged  before me this 14th day of
     January,  2000, by Robert E. Schmidt, Jr., who is personally known to me or
     who    produced     _______________     ____________________________     as
     identification.


                                       ----------------------------------------
                        Notary Public

                                       ----------------------------------------
                                    (Name of Notary, typed, printed, or stamped)

                                                My Commission Expires: