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
HOLDINGS, INC., a Texas corporation ("Borrower"), and CAROL KOLOZS, AARICA
SPORT, S.A. de C.V., AND TAIMEX INDUSTRIES, S.A. de C.V. (collectively the
"Guarantors").
WHEREAS, Borrower, Guarantors, and Assignor entered into that certain
Loan Agreement dated March 8, 1999, as amended, whereby Borrower and its
subsidiaries borrowed an aggregate of $2,377,500.00 from Assignor (the "Loan")
and Guarantors guaranteed the Loan; and
WHEREAS, Assignor desires to assign all of his rights, title, and
interest under the Loan, including all loan documents, promissory notes, and
security documents , and Assignee is willing to accept such assignment and
assume all obligations thereunder.
NOW, THEREFORE, in consideration of the premises herein contained, Ten
Dollars ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. The above recitals are hereby incorporated herein by
reference. --------
2. Assignment of Loan. Assignor hereby assigns all of his rights, title,
and interest under the Loan to ------------------ Assignee.
3. Acceptance of Assignment. Assignee hereby accepts the assignment of all
of Assignor's rights, title, ------------------------- and interest under the
Loan, relieves Assignor of all liability, and assumes all obligations
thereunder.
4. Consent. Borrower and Guarantors hereby consent to the Assignment of the
Loan from Assignor to ------- Assignee.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
the day and year first above written.
ASSIGNEE: ASSIGNOR:
SCHMIDT INTERNATIONAL, LLC
By: /s/ Robert E. Schmidt, Jr. ___ /s/ Robert E. Schmidt, Jr.
----------------------------------- --------------------------
Robert E. Schmidt, Member Robert E. Schmidt, Jr.
<PAGE>
BORROWER: GUARANTOR:
AARICA HOLDINGS, INC.
By: /s/ Carol Kolozs _____ /s/ Carol Kolozs
---------------------------- ----------------
Carol Kolozs, President Carol Kolozs
GUARANTOR:
AARICA SPORT, S.A. de C.V. TAIMEX INDUSTRIES, S.A. de C.V.
By: /s/ Carol Kolozs By:_ /s/ Carol Kolozs
----------------- -----------------
Carol Kolozs, President Carol Kolozs, President
ORLDOCS 10007046.1 LMW
