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 XXXXX XXXXXX (hereinafter called "Guarantor"), and
XXXXXX X. XXXXXXX, XX., (hereinafter called the "Lender").
WHEREAS Borrower, Guarantor and Lender entered in to that certain loan agreement
dated March 8, 1999 (the "Agreement") as amended March 23, 1999 and wish to
further amend the Agreement in the manner provided herein.
NOW, THEREFORE, in consideration of the premises herein contained, ten dollars
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Agreement be further
amended as follows:
ARTICLE V is deleted in its entirety and the following substituted therefor:
"Borrower is making a private offering of its common stock pursuant to
a Confidential Private Placement Memorandum attached hereto as Exhibit B (the
"Memorandum"). Lender shall have the right, but not the obligation, to convert
any unpaid principal and/or interest on the Original Loan to common stock of the
Borrower at eighty percent (80%) of the offering price of Borrower's common
stock as set forth in the Memorandum. Lender shall not convert the principal and
interest on the Original Loan until the Borrower has finally closed its private
offering. Borrower and Guarantor agree that no material changes will be made to
the terms of the Offering without the written approval of Lender."
Except as modified by this Amendment, the Agreement and the First
Amendment thereto shall remain unchanged and in full force and effect, and the
parties reaffirm and ratify their respective obligations thereunder.
The recitals hereto, which the parties acknowledge are true and
correct, are hereby incorporated herein by reference. This Amendment may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective permitted successors, grantees, heirs, and
assigns. This amendment shall be construed and interpreted in accordance with,
and governed by, the laws of the State of Florida.
GUARANTOR: BORROWER:
a Texas Corporation
s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx By: Xxxxx Xxxxxx
Xxxxx Xxxxxx, President
LENDER:
/s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.
ORL95 111218.1 BAM
