Stock Option Agreement

Aarica  Holdings,  Inc.  (hereafter  ("Aarica")  does hereby  formally  grant to
Continental Capital & Equity Corporation  ("CCEC") an option to purchase 200,000
shares of Aarica's  common stock,  at a price of $2.00 per share.  This issuance
shall be in addition to any other shares,  options,  and warrants already issued
to CCEC.  This option  represents  compensation  for  services  provided by CCEC
through  September  30,  2000 on behalf of  Aarica.  This  Option  agreement  is
executed this 22nd day of September , 2000, subject to the following conditions:

1.       The option grant is irrevocable.

          2. Aarica shall issue no further shares, warrants, nor options without
     the prior  written  consent of CCEC  until such time as all shares  held by
     CCEC have  become  fully  registered  as free  trading  shares  (this shall
     included shares  underlying all options held by CCEC) and are free from any
     underwriter  lock-up.  The  parties  mutually  agree that Aarica is free to
     issue any shares,  warrants, or options that (i) are referenced in Aarica's
     SB-2 Prospectus filed with the Securities and Exchange Commission on August
     15, 2000; and (ii) any such shares,  options, or warrants formally approved
     by the Board of Directors on or before  September 22, 2000; and (iii) up to
     300,000  options  at $2.00  per  share  that may be  issuable  to Robert E.
     Schmidt,  Jr., ("Schmidt") provided that Schmidt shall forego any rights to
     200,000  shares of common stock to have been issued at no cost to Schmidt s
     referenced  in Aarica's  August 15, 2000  Prospectus.  3. The parties agree
     that any  portion of this  agreement  which may need  further  approval  of
     Aarica's Board of Directors shall be subject to such approval,  and that in
     the event such  approval is required,  Carol Kolozs shall proxy his vote on
     such approval to James Schnorf.

4.            Aarica  shall  provide  piggy-back   registration  rights  to  the
              referenced  200,000 shares  underlying  said options,  and if said
              shares are not registered on or before April 30, 2001, then Aarica
              shall initiate a registration  statement upon the written  request
              of CCEC, at Aarica's expense, and will utilize its best efforts to
              make such  registration  statement  effective as soon as possible.
              Should said registration statement for any reason not be effective
              within one year of the first  exercise date of any option  shares,
              then  Aarica  shall  issue an opinion  letter and a  non-objection
              letter, at Aarica's expense,  indicating that such shares are free
              trade   under  Rule  144.   The  parties   acknowledge   that  the
              registration requirement is subject to Aarica's common stock being
              publicly traded.
5.            CCEC shall be entitled to sell up to 100,000 of its Aaricaa common
              shares  already  held by CCEC in the  event  of an  over-allotment
              capability for the initial public offering ("IPO") of Aarica.
6.            The option shall expire ninety (90) days from the later of (i) the
              date all  shares of Aarica  held by CCEC are freely  tradable;  or
              (ii) the date all shares of Aarica  held by CCEC are free from any
              underwriter lock-up.
7.            In the event CCEC fails to  exercise  (i ) a minimum of $50,000 in
              options by October  15 2000,  and (ii) a minimum of an  additional
              $50,000 in options by October 31,  2000,  unless such action is so
              waived by the  President  of Aarica,  then the $2.00  option price
              shall  increase  to $4.00 on November  1, 2000.  If the  preceding
              obligation  is met,  and CCEC  fails to  exercise  a minimum of an
              additional  $50,000 by November 20, 2000, unless such action is so
              waived by the  President  of Aarica,  then the option price on all
              options not so exercised  by November  21, 2000 shall  increase to
              $2.50 per share.

          8. CCEC and Aarica shall  jointly  determine if Aarica's cash position
     requires further infusions of cash in excess of the $150,000  referenced in
     clause 7 of this  Agreement  after  November 21, 2000 but prior to Aarica's
     IPO date. The parties anticipate that Aarica's IPO will occur no later than
     December 2000. In the event the parties  jointly agree that such additional
     cash is required,  then such cash requirement  shall be fulfilled either by
     (i) CCEC exercising additional options in tranches of $50,000 approximately
     every two to three  weeks,  or (ii) should  CCEC not  exercise at least and
     additional  $150,000 in such options  (presuming the cash  requirement  has
     been so  determined)  then  Aarica  shall be  entitled  to request  CCEC to
     transfer a quantity of CCEC options  priced at $2.00 (such  quantity to not
     exceed the balance of the referenced  $150,000 not so exercised by CCEC) to
     any third party that shall agree to provide  funding to Aarica  under terms
     substantially similar to the CCEC option terms.


The parties  acknowledge  that no  modifications  may be made to this  Agreement
unless both parties assent to such modification in writing.


Aaraica Holdings, Inc.              Continental Capital & Equity Corporation


By: /s/ Carol Kolozs                By: /s/ Jim Schnorf
    ----------------                --------------------------------------

Carol Kolozs, President             Jim Schnorf, General Manager