Amended Restated Pledge Agreement

AMENDED AND RESTATED


PLEDGE AGREEMENT


THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") dated as of January 14, 2000, by Carol Kolozs ("Pledgor") in favor of Robert E. Schmidt, Jr. ("Secured Party").
RECITALS


The authorized capital stock of Aarica Holdings, Inc., a Texas corporation (the "Company"), consists of 20,000,000 shares of common stock, par value $.01 per share, and 3,000,000 shares of preferred stock, $.01 par value. There are currently issued and outstanding 2,800,000 common shares, which constitutes all of the issued and outstanding shares of the corporation and of which 2,400,000 are owned by Pledgor ("Pledged Shares").


Secured Party has agreed to loan to the Company and its subsidiaries the aggregate principal amount of $2,377,500.00 (the "Loans"), upon the condition, among others, that Pledgor shall have executed and delivered to Secured Party, (i) a Guaranty in favor of Secured Party (the "Guaranty"), guaranteeing the payment to Secured Party by the Company of the Loans; and (ii) this Agreement granting a security interest in the Pledged Shares to Secured Party, all to secure the payment and performance by Pledgor of his obligations under the Guaranty and this Agreement.


As additional consideration for Secured Party to enter into the Loans, Company, Pledgor and Secured Party have entered into a Common Stock Purchase Warrant granting Secured Party Warrants to purchase common stock of the Company and granting contingent Warrants to purchase Pledged Shares ("Warrant").


Accordingly, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, and of other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Pledge. Pledgor hereby pledges and grants to Secured Party a security interest in the Pledged Shares and all interest, securities, dividends, rights, cash and other property at any time or from time to time received, receivable or otherwise distributable to Pledgor in respect of, upon conversion, or exercise of, or in exchange for, the Pledged Shares and the products and proceeds of the Pledged Shares (as such terms are defined in Article 9 of the Uniform Commercial Code as currently in effect in the State of Florida), to secure the prompt and indefeasible payment and performance in full when due of all obligations existing under the Guaranty and this Agreement, as the same may be extended, renewed, refinanced, refunded, amended, modified, supplemented or restated from time to time (the "Secured Obligations"). Except as hereinafter expressly provided, possession of all such property received, receivable, exchangeable or otherwise distributed or distributable with respect to the Pledged Shares or any other shares of the Company's stock of evidence of indebtedness of any nature which come into possession of Pledgor shall be immediately delivered directly to Secured Party upon the receipt thereof by Pledgor.


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The Pledged Shares and any items received and/or receivable in respect thereof or in exchange therefor are hereinafter collectively referred to as the "Collateral."


2. Delivery of the Pledged Shares. Pledgor shall deliver to Secured Party, concurrently with the execution of this Pledge Agreement, the certificate(s) representing the Pledged Shares accompanied by an appropriate instrument of assignment duly executed in blank by Pledgor and such certificates shall be in transferable form.


3. Representations and Warranties. Pledgor represents and warrants to Secured Party that:


(1) Pledgor is the sole holder of record and the sole beneficial owner of the Collateral, free and clear of any security interest, lien, option, adverse claim, encumbrance, covenant or restriction of any kind (except restrictions imposed by United States Federal and state securities laws on the offer and sale thereof) thereon or affecting the title thereto, except for the security interest created by this Agreement.


(2) All of the Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable and consist of 85.7% of the outstanding stock of the Company.


(3) Pledgor has full legal right, capacity, competency and authority to pledge and create a security interest in, and to deliver and deposit the Collateral with Secured Party as provided herein.


(4) None of the Pledged Shares delivered to Secured Party hereunder have been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction ("Securities Laws") to which such issuance or transfer may be subject.


(5) No consent, authorization, approval or other action by, and no notice to, registration or filing with, any governmental authority or other person is required either (i) for the pledge by Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement and the Guaranty by Pledgor or (ii) for the exercise by Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.


(6) This Agreement and the Guaranty have been duly executed and delivered by Pledgor and constitute legal, valid and binding obligations of Pledgor enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and general principles of equity, whether applied by a court in an action of law or a proceeding in equity.


(7) The representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Agreement.


4. Covenants. Pledgor covenants and agrees that until the earlier to occur of the indefeasible payment of the Secured Obligations and/or the termination of Secured Party's security interest in the Collateral: (1) Without the prior written consent of Secured Party, Pledgor will not sell, assign, transfer, pledge or otherwise encumber or restrict any of its rights in or to the Collateral or create or suffer to exist any security interest, option, adverse claim, lien or other encumbrance on the Collateral (each, a "Lien"), except for the Warrant and the security interest created hereby.


(2) Pledgor will, at his expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as Secured Party may, at any time and from time to time, request in order to ensure to Secured Party the benefits of the security interest in the Collateral intended to be created by this Agreement, including the execution and filing of Uniform Commercial Code financing and continuation statements, and will cooperate with Secured Party in obtaining all necessary approvals and making all necessary filings under applicable law to perfect the security interest created hereby.


(3) Pledgor has and will defend the title to the Collateral and the security interest of Secured Party ...