AMENDED AND RESTATED
                               GUARANTY AGREEMENT


          THIS AMENDED AND RESTATED GUARANTY ("Guaranty"),  given as of the 14th
     day of January, 2000, by Taimex Industries, S.A. de C.V. ("Guarantor"),  to
     Robert E. Schmidt, Jr., his successors and assigns and any successor holder
     of the Notes ("Creditor").

          WHEREAS,  Guarantor is a subsidiary of Aarica Holdings,  Inc., a Texas
     corporation ("Borrower"); and

          WHEREAS,  Guarantor  had borrowed Two Hundred Forty  Thousand  Dollars
     ($240,000.00) from Creditor; and

          WHEREAS,  Guarantor and Aarica  Sport,  S.A. de C.V.  ("Aarica")  have
     borrowed  on even  date  herewith  Seven  Hundred  Fifty  Thousand  Dollars
     ($750,000.00) from Creditor; and

         WHEREAS,  as a result of the restructuring of Guarantor's,  Borrower's,
and its other  subsidiaries'  debt and additional  borrowings,  Borrower and its
subsidiaries  are indebted to Creditor in the aggregate  principal amount of Two
Million   Three   Hundred   Seventy-Seven    Thousand   Five   Hundred   Dollars
($2,377,500.00)  ("Loan") which  indebtedness is evidenced by Borrower's and its
subsidiaries' Promissory Notes in favor of Creditor as follows: (i) that certain
Promissory  Note dated  March 8, 1999,  in the  principal  amount of Two Hundred
Fifty Thousand Dollars ($250,000.00), of which $137,500.00 has been repaid, (ii)
that certain  Replacement  Promissory Note dated March 8, 1999, in the principal
amount of Two Hundred Forty Thousand Dollars  ($240,000.00),  (iii) that certain
Subsidiary  Note made by  Guarantor  and Aarica dated  January 14, 2000,  in the
principal amount of Seven Hundred Fifty Thousand Dollars ($750,000.00), and (iv)
that certain  Third  Promissory  Note dated  January 14, 2000,  in the principal
amount of One Million One Hundred  Thirty-Seven  Thousand  Five Hundred  Dollars
($1,137,500.00) (collectively the "Notes"); and

         WHEREAS,  repayment  of the  indebtedness  evidenced  by the  Notes  is
secured by an Amended and Restated  Stock  Pledge  Agreement  dated  January 14,
2000, between Carol Kolozs ("Kolozs") and Creditor; and

          WHEREAS,  repayment of the indebtedness evidenced by the Notes is also
     secured by an Amended and Restated Security Agreement of even date herewith
     between Guarantor, Aarica Sport, S.A. de C.V., and Creditor; and

<PAGE>



                                       -9-

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

         WHEREAS,  Guarantor  is a subsidiary  of  Borrower,  and as a result of
Borrower's relationship with Guarantor,  Guarantor will receive a direct benefit
from the Loan.

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

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

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

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

          a. Loss or damage  caused by the removal or disposal of any portion of
     the Collateral (as defined in the Amended and Restated Security Agreement);

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

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

<PAGE>


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

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

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

          5.  Guarantor  authorizes  Creditor,  without  notice of  demand,  and
     without affecting the liability of Guarantor  hereunder,  from time to time
     to:
          a. Waive  compliance  with, or any defaults  under, or grant any other
     indulgences  with  respect  to,  the  Notes  or any of the  other  Security
     Documents;

          b. Agree with Borrower to modify, amend or change any provision of the
     Notes or any of the other Security Documents;

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

          d. Agree with Borrower to the substitution, exchange, release or other
     disposition of all or any part of the Collateral encumbered by the Security
     Documents;

          e. Make  advances for the purpose of  performing  any term or covenant
     contained in the Notes or any of the other Security  Documents with respect
     to which Borrower or the then owner of the Collateral shall be in default;

          f. Assign or otherwise transfer the Notes or any of the other Security
     Documents or this Guaranty or any interest therein or herein;

          g. Add additional  guarantors and release or make  settlement with any
     person or entity comprising Guarantor; and

          h. Deal in all respects  with Borrower as if this Guaranty were not in
     effect.

6.       Guarantor hereby expressly waives each and all of the following:



<PAGE>



         a.       Notice of acceptance of this Guaranty to Creditor;

          b.  Notice  of the  amount  of  Indebtedness  now  existing  or  which
     hereafter may exist under the Notes;

          c.  Notice of demand for  payment,  notice of  default or  nonpayment,
     presentment, protest and notice of protest, as to the Notes;

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

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


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

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

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

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

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



<PAGE>


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

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

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

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

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

If to Guarantor:                            Taimex Industries, S.A. de C.V.
---------------
                                            1080 Howell Branch Rd.
                                            Winter Park, FL 32789

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



<PAGE>


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

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

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

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

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

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

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

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



<PAGE>


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

          18. Consent to Jurisdiction.  GUARANTOR HEREBY IRREVOCABLY  SUBMITS TO
     THE  JURISDICTION  OF THE SUPREME COURT OF THE STATE OF FLORIDA,  COUNTY OF
     ORANGE,  AND THE UNITED STATES  DISTRICT  COURT FOR THE MIDDLE  DISTRICT OF
     FLORIDA IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS
     GUARANTY AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH,
     AND GUARANTOR HEREBY  IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
     ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED IN SUCH FLORIDA STATE OR
     FEDERAL COURT.  GUARANTOR HEREBY IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT
     IT MAY  EFFECTIVELY  DO SO,  THE  DEFENSE OF AN  INCONVENIENT  FORUM TO THE
     MAINTENANCE  OF SUCH  ACTION  OR  PROCEEDING.  GUARANTOR  ALSO  IRREVOCABLY
     CONSENTS  TO THE  SERVICE  OF ANY AND ALL  PROCESS  IN ANY SUCH  ACTION  OF
     PROCEEDING  BY THE  MAILING  OF A COPY  OF SUCH  PROCESS  TO  GUARANTOR  BY
     REGISTERED  OR EXPRESS  MAIL,  RETURN  RECEIPT  REQUESTED,  AT HIS  ADDRESS
     SPECIFIED  HEREIN.  SUCH SERVICE WILL BECOME  EFFECTIVE  THREE (3) BUSINESS
     DAYS  AFTER  SUCH  MAILING  AND WILL BE DEEMED IN EVERY  RESPECT  EFFECTIVE
     SERVICE ON GUARANTOR IN SUCH ACTION OR PROCEEDING.  GUARANTOR AGREES THAT A
     FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
     BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY MANNER
     PROVIDED BY LAW.

                  NOTHING IN THIS SECTION  SHALL AFFECT THE RIGHT OF CREDITOR TO
         SERVE LEGAL PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR AFFECT THE
         RIGHT OF CREDITOR TO BRING ANY ACTION OR PROCEEDING  AGAINST  GUARANTOR
         OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

                  EACH OF GUARANTOR  AND  CREDITOR,  BY ITS  ACCEPTANCE  HEREOF,
         HEREBY WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY
         RIGHT  IT MAY  HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY  LITIGATION
         DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
         AGREEMENT  OR ANY  AGREEMENT  EXECUTED  IN  CONNECTION  HEREWITH  OR IN
         CONNECTION  WITH ANY DEFENSE,  COUNTERCLAIM  OR CROSS CLAIM ASSERTED BY
         GUARANTOR IN ANY SUCH LITIGATION.


<PAGE>



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

         IN WITNESS WHEREOF, the Guarantor has signed this Guaranty effective as
of the date and year first above written.

Signed, sealed and delivered in the presence of:

                                   GUARANTOR:

                                                TAIMEX INDUSTRIES, S.A. de C.V.

-------------------------------
                                                By: /s/ Carol Kolozs_______
                                                Carol Kolozs, President
-------------------------------


<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 Taimex Industries, S.A. de C.V.,
who is personally known to me or who has produced  _________________________  as
identification and who did (did not) take an oath.


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