Exhibit 1.1 1,100,000 Units Aarica Holdings, Inc. Each Unit Consisting of One Share of Common Stock and One Redeemable Common Stock Purchase WarrantUnderwriting Agreement • April 12th, 2001 • Aarica Holdings Inc • Blank checks • Texas
THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT to Loan Agreement is made as of the 14th day of January, 2000, by and among AARICA HOLDINGS, INC., a Texas corporation (hereinafter called "Borrower"), CAROL KOLOZS (hereinafter called...Loan Agreement • August 15th, 2000 • Aarica Holdings Inc • Florida
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")Security Agreement • December 12th, 2000 • Aarica Holdings Inc • Blank checks • Florida
Exhibit 10.17 Promissory Note This note made this 31 day of January, 2001, by and between Aarica Holdings, Inc. (hereafter referred to as Borrower), and Madison & Wall Worldwide, Inc. (hereafter referred to as Lender), is for the purpose of Lender...Promissory Note • April 12th, 2001 • Aarica Holdings Inc • Blank checks • Florida
Exhibit 1.1 1,000,000 Units AARICA HOLDINGS, INC. Each Unit Consisting of One Share of Common Stock and One Redeemable Common Stock Purchase WarrantUnderwriting Agreement • January 16th, 2001 • Aarica Holdings Inc • Blank checks • Texas
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"). RECITALSPledge Agreement • August 15th, 2000 • Aarica Holdings Inc
GUARANTY AGREEMENT THIS GUARANTY ("Guaranty"), given as of the 14th day of January, 2000, by Aarica Holdings, Inc., a Texas corporation ("Guarantor"), to Robert E. Schmidt, Jr., his successors and assigns and any successor holder of the Notes...Guaranty Agreement • December 12th, 2000 • Aarica Holdings Inc • Blank checks
THIS GUARANTY ("Guaranty"), given as of the 14th day of January, 2000, by Aarica Holdings, Inc., a Texas corporation ("Guarantor"), to Robert E. Schmidt, Jr., his successors and assigns and any successor holder of the Notes ("Creditor").
LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement") is made this 8th day of March, 1999, by and among AARICA HOLDINGS, INC., a Texas corporation, (hereinafter called the "Borrower,"), CAROL KOLOZS (hereinafter called the "Guarantor") and ROBERT E....Loan Agreement • August 15th, 2000 • Aarica Holdings Inc
AMENDMENT TO MANUFACTURING, DISTRIBUTION & LICENSE AGREEMENT This Amendment to Manufacturing, Distribution and License Agreement (the "Amendment") is made this 31st day of October, 2000 by and between L.A. Gear, Inc. (the "Company") and West Coast...Manufacturing Agreement • December 12th, 2000 • Aarica Holdings Inc • Blank checks
WHEREAS a) LICENSOR is the registered owner and/or has made application for registration of the Trademarks (as hereinafter defined) in the Territory (as hereinafter defined) in connection with the manufacture, distribution, promotion and sale of...License Agreement • December 12th, 2000 • Aarica Holdings Inc • Blank checks
STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of the 31st day of October, 2000, ---- -------- by and between Aarica Holdings, Inc., a Texas corporation ("Seller") and Robert E. Schmidt, Jr., or his...Stock Option Agreement • December 12th, 2000 • Aarica Holdings Inc • Blank checks • Florida
FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT to Loan Agreement is made this _____ day of March, 1999, by and among AARICA HOLDINGS, INC., a Texas corporation (hereinafter called "Borrower"), CAROL KOLOZS (hereinafter called "Guarantor"), and...Loan Agreement • August 15th, 2000 • Aarica Holdings Inc • Florida
13 63845_2/43190.00003 EXHIBIT 1.2 REPRESENTATIVE'S WARRANT AGREEMENTRepresentative's Warrant Agreement • April 12th, 2001 • Aarica Holdings Inc • Blank checks • Texas
BetweenWarrant Agreement • August 15th, 2000 • Aarica Holdings Inc • Texas
THIRD AMENDMENT TO FINANCIAL CONSULTING AGREEMENT The respective parties to that certain Financial Consulting Agreement dated April 21, 1998 between Continental Capital & Equity Corporation (Consultant), Carol Kolozs, and Company with both parties...Financial Consulting Agreement • December 12th, 2000 • Aarica Holdings Inc • Blank checks • Florida
Exhibit 10.18 FIFTH AMENDMENT TO LOAN AGREEMENT THIS FIFTH AMENDMENT to Loan Agreement is made this 15th day of February, 2001 by and among AARICA HOLDINGS, INC., a Texas corporation ("hereinafter called "Borrower"), CAROL KOLOZS (hereinafter called...Loan Agreement • April 12th, 2001 • Aarica Holdings Inc • Blank checks • Florida
ASSIGNMENT OF LOAN THIS ASSIGNMENT OF LOAN (this "Assignment") effective as of the 14th day of January, 2000, by and among ROBERT E. SCHMIDT, JR. ("Assignor"), SCHMIDT INTERNATIONAL, LLC, a Florida limited liability company ("Assignee"), AARICA...Assignment of Loan • December 12th, 2000 • Aarica Holdings Inc • Blank checks
SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO Loan Agreement is made this 26the day of March, 1999, by and among AARICA HOLDINGS, INC., a Texas corporation (hereinafter called "Borrower"), and CAROL KOLOZS (hereinafter called...Loan Agreement • August 15th, 2000 • Aarica Holdings Inc • Florida
SUBJECT MATTER: COLLECTIVE WORK CONTRACT (stamp depicting an eagle surrounded by the phrase "...free and sovereign state" with the following phrase underneath: Local Group of Conciliation and Arbitration of the state) PRESIDENT OF THE LOCAL GROUP OF...Collective Work Contract • December 12th, 2000 • Aarica Holdings Inc • Blank checks • Zacatecas
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...Stock Option Agreement • December 12th, 2000 • Aarica Holdings Inc • Blank checks
THIS SUBLEASING CONTRACT IS SIGNED, ON THE ONE HAND, BY INMOBILIARIA LEFAM, S.A. REPRESENTED BY MR. SAMUEL LEVIN ARBEITMAN, WHO SHALL HENCEFORTH BE REFERRED TO AS THE SUBLEASING TENANT AND, ON THE OTHER, BY AARICA SERVICES, S.A. DE C.V. WHO SHALL BE...Subleasing Contract • December 12th, 2000 • Aarica Holdings Inc • Blank checks
SAMPLEIndividual Contract • December 12th, 2000 • Aarica Holdings Inc • Blank checks
LEASING CONTRACT ENTERED INTO THE GOVERNMENT OF THE FREE AND SOVEREIGN STATE OF ZACATECAS HEREIN REPRESENTED BY CPA GUILLERMO HUIZAR CARRANZA, SECRETARY OF PLANNING AND FINANCE AND MR. CARLOS LOZANO DE LA TORRE, ENGINEER, SECRETARY OF ECONOMIC...Leasing Contract • December 12th, 2000 • Aarica Holdings Inc • Blank checks
Conversion of Note The parties to that certain Revolving Credit Note dated April 30, 1998 between Continental Capital & equity Corporation (hereafter referred to as "Lender') and Aarica Holdings, Inc. and its affiliates and subsidiaries (hereafter...Conversion of Note • December 12th, 2000 • Aarica Holdings Inc • Blank checks
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...Selling Agent's Warrant • December 12th, 2000 • Aarica Holdings Inc • Blank checks • Texas
