LOAN AGREEMENT


THIS LOAN AGREEMENT (the "Agreement") is made as  of this 28th day of September,
1998  by  and  between  KARTS INTERNATIONAL INCORPORATED,  a Nevada  corporation
("Borrower")  And KBK  FINANCIAL,  INC.,  a  Delaware  Corporation  ("KBK")  in
connection  with the mutual  covenants  and  agreements  contained  herein,  the
parties hereto-agrees as follows: 




1.   Definitions.  All,  terms and phrases  used herein which are defined in the
     Uniform Commercial Code in the State of Louisiana,  as amended from time to
     time (the  "UCC")  shall  have the  meanings  given  them in the UCC unless
     otherwise defined herein. The following  definitions shall apply throughout
     this Agreement:


     "Affiliate" means with respect to any Person in question,  any other Person
     owned or  controlled  by,  or which  owns or  controls  or is under  common
     control or is otherwise  affiliated with such Person in question.  A Person
     shall be  deemed  to  control  another  Person  if such  Person  possesses,
     directly or  indirectly,  the power to direct or cause the direction or the
     management and policies of such other Person, whether through the ownership
     of voting securities, by contract or otherwise.

     "A/R Borrowing Base" shall mean an amount equal to 65% of Eligible Accounts
     until  the  end of the  Clean  Up  Period  and  80%  of  Eligible  Accounts
     thereafter.

     "A/R Line of Credit" has the meaning given it in Section 2.

     "A/R Line of Credit Amount" has the meaning given to it in Section 2.

     "BTK" means Broster's Thunder Markets, Inc.

     "Business Day" means any day other than  Saturday,  Sunday or any other day
     on which KBK's office in New Orleans, Louisiana is closed.

     "Clean Up Period" has the meaning given it in Section 2.

     "Collateral" has the meaning given it in Section 4.

     "Credit Facilities" has the meaning given it in Section 2.

     "Debit Account: means Account No. 5002120582 that Borrower has with Deposit
     Guaranty  National  Bank over which KBK has express  written  authority  to
     debit pursuant to this Agreement.

     "Eligible  Accounts"  means,  at the  time of  determination  thereof,  all
     accounts of Obligors except the following:  (i) commencing January 1, 1998,
     any account  which by its terms is payable  more than thirty (30) days from
     the invoice date; (ii) any account which has been outstanding for more than
     ninety  (90) days  from the  invoice  date;  (iii) to the  extent  that the
     aggregate  outstanding amount owed by any single account debtor exceeds the
     Debtor Limit  (which is  $15,000.00  per account  debtor  unless  otherwise
     approved by KBK),  any amount in  excess of  the  Debtor Limit owed by such
     account debtor; (iv) any account that is owed by an account debtor which is
     an Affiliate  of any Obligor or an officer or employee of any Obligor;  (v)
     any  account  that  arises out of a sale made,  goods  shipped or  services
     performed outside or the United States or that is owed by an account debtor
     located  outside the United States unless such account debtor is subject to
     the  jurisdiction  of the courts in the United  States with respect to such
     account;  (iv) any  account  that is owed by an account  debtor  which is a
     creditor or supplier of any  Obligor;  (vii) any account that is owed by an
     account  debtor  which  has  asserted  any  defense  or offset or which has
     contested  any liability with respect to such  account;  (viii) any account
     owed by an  account  debtor if more  than 20% (in  dollar  amount)  of such
     account  debtor's  accounts are  outstanding for more than ninety (90) days
     from the due date of the  invoice; (ix) any account the account  debtor of
     which is the United  States or any  department,  agency or  instrumentality
     thereof,  unless the right to payment under such account is assigned to KBK
     in full  compliance  with the  Assignment of Claims Act of 1940, as amended
     (31 U.S.C. 3727); (x) any account the account debtor of which is any  state
     or any  department,  agency  or  subdivision  thereof  unless  the right to
     payment under Such account is assigned to KBK in full  compliance with such
     state's laws  pertaining  to the  assignment  of claims,  if any;  (xi) any
     account  with respect to which any Obligor has  furnished a payment  and/or
     performance  bond and that portion of any account  representing  retainage;
     (xii) any  account  owing by  an  account  debtor for which  there has been
     instituted a proceeding in bankruptcy or a reorganization  under the United
     States  Bankruptcy  Code or other law,  whether  state or  federal,  now or
     hereafter  existing  for the relief of  debtors;  (xiii) any  account  with
     respect to which goods are placed on  consignment  or other terms by reason
     of which payment by the account  debtor may be  conditioned;  and (xiv) any
     account (or portion of an account)  which,  KBK may designate  from time to
     time,  in its sole and absolute  discretion,  for  exclusion  from Eligible
     Accounts.  The gross face amount payable pursuant to the invoice related to
     an  account  shall be used for  purposes  of  determining  the amount of an
     account.


     "Eligible  Inventory"  means as of any  date,  the  aggregate  value of all
     inventory of raw materials and finished goods  (excluding  work in progress
     and packaging  materials,  supplies and any advertising  costs  capitalized
     into inventory) then owned by USA or BTK and held for sale, lease  or other
     disposition  in the  ordinary  course of its  business,  in which KBK has a
     first priority lien,  excluding (i) inventory which is damaged,  defective,
     obsolete or otherwise  unsalable in the ordinary  course of the business of
     USA of BTK,  (ii)  inventory  which has been  returned or  rejected,  (iii)
     inventory subject to any consignment arrangement between USA or BTK and any
     other person or entity,  (iv) Inventory which is in transit, (v) inventory
     located  outside the United States,  (vi) all inventory of USA until all of
     USA's  inventory is tracked by a Tested  Perpetual  Inventory  System,  and
     (vii)  inventory  which KBK in KBK's  sole and  absolute  descretion  deems
     ineligible.  For purposes of this definition,  Eligible  Inventory shall be
     valued at the lower of cost (excluding the cost of labor) or market value.


     Environmental  Laws"  means  an and all  federal,  state  and  local  laws,
     regulations,  rules,  orders,  licenses,  agreements or other  governmental
     restrictions  relating to the protection of human health or the environment
     or to emissions,  discharges or releases of pollutants or industrial, toxic
     or hazardous substances into the environment,  or otherwise relating to the
     manufacture,  processing, treatment, transport or handling of pollutants or
     industrial, toxic or hazardous substances


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<PAGE>

                                     

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended  from  time to  time,  together  with  all  rules  and  regulations
     promulgated with respect thereto.

     "ERISA Affiliate" means with respect to any Person in question,  any Person
     that would be treated as a single employer with Borrower.

     "ERISA  Plan" means any pension  benefit  plan subject to Title IV of ERISA
     maintained by Borrower or any ERISA Affiliate thereof with respect to which
     Borrower or any ERISA Affiliate has a fixed or contingent liability.

     "Event of Default: has the meaning given it in Section 13.

     "GAAP" means those generally accepted  accounting  principles and practices
     which arc recognized as such by the financial  Accounting  Standards  Board
     (or any generally  recognized  successor),  consistently applied throughout
     the period involved. 

     "Guarantors" means USA, BTK and Kint, L.L.C. (whether one or more).

     "Indemnified Claims" means any and all claims, demands,  actions, causes of
     action,  judgments,  suits, liabilities,  obligations,  losses, damages and
     consequential  damages,   penalties,   fines,  costs,  fees,  expenses  and
     disbursements (including without limitation, fees and expenses of attorneys
     and other  professional  consultants  and  experts in  connection  with any
     investigation  or  defense)  of every  kind or  nature,  known or  unknown,
     existing or hereafter arising,  foreseeable or unforeseeable,  which may be
     imposed  upon,  threatened  or asserted  against or incurred or paid by any
     Indemnified  Person  at any  time  and from  time to  time,  because  of or
     resulting from, in connection with or in any way relating to or arising out
     of any of the Credit  Facilities,  the Collateral or any other transaction,
     act,  omission,  event  or  circumstance  in  any  way  connected  with  or
     contemplatcd  by this  Agreement or the other Loan  Documents or any action
     taken or omitted by any such indemnified Person under or in connection with
     any of the  foregoing  (including  but not  limited  to any  investigation,
     litigation,  proceeding,  enforcement  of KBK's  rights or defense of KBK's
     actions  related  to or  arising  out of this  Agreement  or the other Loan
     Documents),  whether  or not any  Indemnified  Person  is a  party  hereto.


     "Indemnified   Person"  shall  collectively  mean  KBK  and  its  officers,
     directors,  shareholders,  employees, attorneys,  representatives,  agents,
     Affiliates,  successors and assigns.

     "INV Borrowing Base" means an amount equal to 50% of all Eligible Inventory
     (subject to the  provisions of the Inventory  Maintenance  Certificate  and
     Inventory  Reports  attached  hereto);  provided,   however,  any  Eligible
     Inventory  which  constitutes  raw  materials  and is  tracked  by a Tested
     Perpetual Inventory Systems will have a borrowing base equal to 65%.

     "INV Line of Credit"  has the  meaning  given it in Section 2. 

     "INV Line of Credit Amount" has the meaning given it in Section 2.

     "Lien" means any mortgage, lien, pledge, assignment, adverse claim, charge,
     security interest or other encumbrance,

     "Loan Documents"  means this Agreement,  the Notes and all other documents,
     agreements and instruments now or hereafter  required by KBK to be executed
     and delivered in  connection herewith  (including, without limitation,  all
     documents,  agreements and  instruments  evidencing,  securing,  governing,
     guaranteeing and/or pertaining to the Notes and the Credit Facilities). 
     

     "Net Profit" means net income after taxes (including  extraordinary  losses
     and  excluding  extraordinary  gains)  as of the end of time  period  being
     measured.

     "Notes" has the meaning given it in Section 3.

     "Obligors" means Borrower and Guarantors.

     "Person" means a corporation,  association,  partnership, limited liability
     company,  organization,  business,  individual,  governmental  or political
     subdivision thereof or governmental agency.

     "Remittance Address" means the Borrower's current lockbox address until KBK
     notifies Borrower of a new Remittance Address.

     "Subordinated  Debt"  means  indebtedness  owing by  Borrower to a creditor
     other than KBK which has been  subordinated and subject in right of payment
     to the prior payment of all  indebtedness  and obligations now or hereafter
     owing by Borrower to KBK, such  subordination  to be evidenced by a written
     agreement  between KBK  and the subordinated creditor which  is in form and
     substance satisfactory to KBK.

     "Tangible Net Worth" means, as of any date, the amount by which  Borrower's
     total assets exceeds its total  liabilities,  plus Subordinated  Debt, less
     any intangible assets (as defined by GAAP), less deferred charges.

     "Termination Event" means (a) the occurrence with respect to any ERISA Plan
     of (i) a reportable event described in Sections 4043(b)(5) of ERISA or (ii)
     any other  reportable event described in Section 4043 of ERISA other than a
     reportable  event not  subject to the  provision  for 30-day  notice to the
     Pension  Benefit  Guaranty   Corporation  pursuant  to  a  waiver  by  such
     corporation  under Section 4043(a) of ERISA, (b) the withdrawal of Borrower
     or any  Affiliate  of  Borrower  from any ERISA Plan  during a plan year in
     which it was a "substantial  employer" as defined in Section4001  (a)(2) of
     ERISA, or (c) any event or condition which might  constitute  grounds under
     Section  4042 of ERISA  for the  termination  of, or the  appointment  of a
     trustee to administer, any ERISA Plan.

     "Tested  Perpetual  Inventory  System" means a perpetual  inventory  system
     which has been  adequately  tested to ensure that it works  properly to the
     satisfaction of KBK, in KBK's sole discretion.


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<PAGE>


     "USA" MEANS USA Industries, Inc.

2.   Credit  Facilities,  Subject to the terms and  conditions set forth in this
     Agreement  and the other Loan  Documents,  KBK hereby  agrees to provide to
     Borrower the following Credit Facility or Facilities  (whether one or more,
     the "Credit Facilities"):

     (A)  A/R Line of  Credit.  Subject  to the terms and  conditions  set forth
          herein, KBK agrees to provide to Borrower - a revolving line of credit
          (the "A/R Line of Credit")  during the period  commencing  on the date
          hereof and continuing through the maturity date of the Note evidencing
          the A/R Line of Credit  from  time to time.  Borrower  or may  request
          advances  under  the A/R Line of Credit  from time to time;  provided,
          however,  the total principal amount outstanding at any time under the
          A/R Line of Credit  shall not exceed the lesser of (i) an amount equal
          to the A/R  Borrowing  Base, or (ii)  $1,000,000.00  (the "A/R Line of
          Credit  Amount").  If at  any  time  the  aggregate  principal  amount
          outstanding  under the A/R Line of Credit shall exceed an amount equal
          to the A/R Borrowing Base, Borrower agrees to immediately repay to KBK
          such excess  amount,  plus all accrued  but unpaid  interest  thereon.
          Subject to the terms and conditions set forth in this Agreement and in
          the Note evidencing the A/R Line of Credit from time to time, Borrower
          may borrow,  repay and reborrow under the A/R Line of Credit. The sums
          advanced  under  the A/R Line of  Credit  shall  be used  for  working
          capital purposes.

     (b)  INV Line of  Credit.  Subject  to the terms and  conditions  set forth
          herein,  KBK agrees to provide to Borrower a revolving  line of credit
          (the "INV Line of Credit")  during the period  commencing  on the date
          hereof and  continuing  through  the 10th day prior to the  maturity
          date of the Note  evidencing  the INV Line ine of Credit  from time to
          time.  Borrower may request advances under the INV Line of Credit from
          time  to  time,  provided,   however,   the  total  principal  amount
          outstanding  at any time under the INV Line of Credit shall not exceed
          the lesser of (i) an amount equal to the INV  Borrowing  Base, or (ii)
          $1,000,000.00  (the "INV Line of Credit  Amount").  If at any time the
          aggregate  principal amount  outstanding  under the INV Line of Credit
          shall  exceed  an amount  equal to the INV  Borrowing  Base,  Borrower
          agrees  to  immediately  repay to KBK  such  excess  amount,  plus all
          accrued but unpaid interest thereon.  Borrower  understands and agrees
          that for a period  of at least 30  consecutive  days  (the  "Clean  Up
          Period")  during the period  between  January 1 and  February  28 each
          year,  Borrower must repay all amounts outstanding under tire INV Line
          of Credit.  Borrower may request advances under the INV Line of Credit
          no more often than once each  calendar  day.  Subject to the terms and
          conditions set forth in this Agreement and in the Note  evidencing the
          INV Line of Credit from time to time,  Borrower may borrow,  repay and
          reborrow under the INV Line of Credit. The sums advanced under the INV
          Line of Credit  shall be used for  working  capital  purposes.

3.   Promissory  Notes.

     (a)  Notes.  Borrower  agrees to  execute,  Contemporaneously  herewith,  a
          promissory  note  payable to the order of KBK,  in form and  substance
          acceptable  to KBK in KBK's  sole and  absolute  discretion,  for each
          Credit Facility provided  hereunder to evidence the indebtedness owing
          by  Borrower  to KBK under each such  facility  (whether  one or more,
          together with any renewals,  extensions  and  increases  thereof,  the
          "Notes").

     (b)  Rate and Payments. The principal of and interest on the Notes shall be
          due and  payable and may be prepaid in  accordance  with the terms and
          conditions set forth in the Notes and in this  Agreement.  Interest on
          the  Notes  shall  accrue  at the rate set  forth  therein;  provided,
          however, in the event Obligors, on a consolidated basis, achieve a Net
          Profit of at least  $200,000.00 as of the end of any fiscal year based
          upon Obligor's annual audited financial statements,  the Contract Rate
          (as  defined in the Notes)  shall be reduced to the Base Rate plus one
          and one-half  percent  (1.5%).  Any such interest rate  reduction will
          become  effective on the first day of the calendar month following (i)
          delivery to KBK or Obligor's annual audited financial statements which
          demonstrate  the requisite Net Profit,  and (ii) a notice letter from
          Borrower  requesting that the Contract Rate be adjusted.  In the event
          the Contract Rate in the Notes is ever decreased per this  subsection,
          to maintain  such lower  interest  rate,  Obligors MUST maintain a Net
          Profit of at least  $200,000.00  annually  thereafter per their annual
          audited  financial  statements.  In the event a Net Profit of at least
          $200,000.00  is not maintained or Borrower does not timely deliver the
          annual  audited  financial   statements  to  KBK  in  accordance  with
          Subsection  12(a), the Contract Rate of the Notes Shall be immediately
          increased to the original Contract Rate.

4.   Collateral. As security for the indebtedness evidenced by the Notes and any
     and all  other  indebtedness  or  obligations  owing  from  time to time by
     Borrower to KBK under this  Agreement,  KBK shall  receive a Lien in and to
     the collateral described in the other Loan Documents (the "'Collateral").


5.   Guarantors.  As a condition  precedent to KBK's  obligation  to provide the
     Credit  Facilities to Borrower,  Borrower agrees to cause the Guarantors to
     each  execute  and  deliver  to KBK  contemporaneously  herewith a guaranty
     agreement,  in form  and  substance  acceptable  to KBK in  KBK's  sole and
     absolute discretion.

6.   Fees. 

     (a)  Commitment  Fee.  Borrower  shall  pay to KBK,  concurrently  with the
          execution hereof, a commitment fee in the amount of one percent (1.0%)
          of the A/R Line of Credit  Amount,  and one percent  (1.0%) of the INV
          Line of Credit Amount.  Borrower hereby  authorizes KBK, in KBK's sole
          discretion,  to collect any such commitment fees (i) by deducting such
          fees from the first advance under the subject Credit Facilities,  (ii)
          by debiting the Debit  Account,  (iii) by applying that portion of any
          up-front  deposit  delivered to KBK by Borrower  which is in excess of
          KBK's costs and expenses  (including,  without limitation,  attorneys'
          fees),  or  (iv) by  using  any  combination  of the  foregoing.  This
          authorization  does not affect Borrower's  obligation to pay such sums
          to KBK.  Borrower and KBK  acknowledge  and agree that the  commitment
          fees are reasonable  compensation to KBK for making the subject Credit
          Facilities  available  to  Borrower  and for no other  purpose and are
          fully earned and non-refundable under any and all circumstances.

     (b)  Servicing Fee. Borrower agrees to pay KBK a servicing fee on the first
          day of each  calendar  month during the term of the A/R Line of Credit
          equal to l/12% of the A/R Line of Credit  Amount.  Borrower  agrees to
          pay KBK a servicing fee on the first day of each calendar month during
          the term of the INV Line of  Credit  equal to 1/12% of the INV Line of
          Credit  Amount.  If the first  calendar  month covers less than a full
          month, the



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<PAGE>


          servicing  fees shall be  prorated  for such  month.  Borrower  hereby
          authorizes KBK, in KBK's sole discretion,  to  collect such  servicing
          fees (i) by deducting such fee from the first advance,  if any, under
          the subject  Credit  Facility  after such fee is due, (ii) by debiting
          the Debit Account, or (iii) by using any combination of the foregoing.
          This authorization  does not affect Borrower's  obligation to pay such
          sums to KBK when due. Borrower and KBK acknowledge and agree that such
          fees  are  reasonable  compensation  to  KBK  for  making  the  Credit
          Facilities available to Borrower and for no other purpose,

7.   Representations  and Warranties.  Borrower hereby  represents and warrants,
     and upon each request for an advance  under the Credit  Facilities  further
     represents and warrants, to KBK as follows:

          (a)  Existence:  Borrower is a  corporation  duly  organized,  validly
               existing and in good standing  under the laws of the state of its
               incorporation and is duly licensed,  qualified to do business and
               is in good standing in all other states in which such  licensing,
               qualification  and good standing are necessary.  Borrower has all
               requisite  power  and  authority  (i)  to  own  and  operate  its
               properties, (ii) to carry on its business as now conducted and as
               proposed to be  conducted,  and (iii) to execute and deliver this
               Agreement  and the other Loan  Documents  to which  Borrower is a
               party.

          (b)  Binding Obligations. The execution,  delivery, and performance of
               this  Agreement  and all of the other Loan  Documents by Borrower
               have been duly  authorized by all  necessary  action by Borrower,
               have been duly executed and delivered by Borrower and  constitute
               legal, valid and binding obligations of Borrower,  enforceable in
               accordance  with  their  respective  terms,  except as limited by
               bankruptcy,  insolvency  or similar  laws of general  application
               relating to the  enforcement  of creditors'  rights and except to
               the  extent  specific   remedies  may  generally  be  limited  by
               equitable principles.

          (c)  No Consent.  The  execution,  delivery  and  performance  of this
               Agreement and the other Loan Documents,  and the  consummation of
               the  transactions  contemplated  hereby and  thereby,  do not (i)
               conflict with,  result in a violation of, or constitute a default
               under (A) any provision of Borrower's  articles or certificate of
               incorporation or bylaws,  (B) any law,  governmental  regulation,
               court decree or order  applicable  to Borrower,  or (C) any other
               document  or  agreement  to which  Borrower  is a party,  or (ii)
               require  the  consent,  approval  or  authorization  of any third
               party.


          (d)  Financial   Condition.   Each  financial  statement  of  Borrower
               supplied  to KBK is true,  correct and  complete in all  material
               respects and fairly presents  Borrower's  financial  condition in
               all  material  respects  as of the date of each  such  statement.
               There  has been no  material  adverse  change  in such  financial
               condition or results of operations of Borrower  subsequent to the
               date of the most recent financial statement supplied to KBK.

          (e)  Litigation.  There are no actions, suits or proceedings,  pending
               or, to the knowledge of Borrower, threatened against or affecting
               Borrower  or the  properties  of  Borrower,  before  any court or
               governmental   department,   commission  or  board,   which,   if
               determined  adversely to Borrower,  would have a material adverse
               effect  on  the  business,   financial   condition,   properties,
               operations or prospects of Borrower.

          (f)  Taxes,  Governmental  Charges.  Borrower  has filed all  federal,
               state and local tax reports  and  returns  required by any law or
               regulation  to be filed by it and has either duly paid all taxes,
               duties and charges indicated due on the basis of such returns and
               reports, or made adequate provision for the payment thereof,  and
               the  assessment  of any material  amount of  additional  taxes in
               excess of those paid and  reported  is not  reasonably  expected.
               There is no tax Lien notice  against  Borrower or its  properties
               presently on file.

          (g)  ERISA Compliance. Borrower is in compliance with ERISA concerning
               Borrower's ELSA Plan, if any, or is not required to contribute to
               any "Multi-employer plan" as defined in Section 401 Of ELSA.

          (h)  Compliance  with Laws.  Borrower is  conducting  its  business in
               material compliance with all statutes,  rules, regulations and/or
               ordinances imposed by any governmental unit upon Borrower or upon
               its  businesses,  operations  and  property  (including,  without
               limitation, all Environmental Laws). Borrower has all permits and
               licenses   necessary  for  the  operations  of  its  business  as
               presently conducted and as proposed to be conducted.

          (i)  Tradenames.  Borrower and  Guarantors  conduct  business under no
               trade or assumed name except Kim L.L.C.  conducts  business under
               the tradename Bird Promotions.

8.   Conditions  Precedent to  Advances.  KBK's  obligation  to make any advance
     under this Agreement and the other Loan  Documents  shall be subject to the
     conditions  precedent that, as of the date of such advance and after giving
     effect thereto (i) all  representations  and warranties made to KBK in this
     Agreement and the other Loan Documents shall be true and correct, as or and
     as if made on such date,  (ii) no material  adverse change in the financial
     condition of Borrower or its business  since the effective date of the most
     recent  financial  statements  furnished  to KBK  by  Borrower  shall  have
     occurred,  (iii) no Event of Default  shall have  occurred and no event has
     occurred and is  continuing,  or would result from the  requested  advance,
     which with notice or lapse of time, or both,  would  constitute an Event of
     Default (as  hereinafter  defined),  (iv) KBK shall have  received all Loan
     Documents  appropriately  executed by Borrower and all other proper parties
     and all such Loan Cocuments are in full force and effect, and (v) KBK shall
     have received all fees and expenses  owing to KBK under this  Agreement and
     the other Loan Documents.


9.   Affirmative  Covenants.  Until (i) the Notes and all other  obligations and
     liabilities  of Borrower  under this Agreement and the other Loan Documents
     are fully paid and  satisfied,  and (ii) KBK has no further  commitment  to
     lend  hereunder,  Borrower  agrees and covenants  that it will,  unless KBK
     shall otherwise consent in writing (which consent may be withheld by KBK in
     KBK's sole and absolute discretion):


     (a)  Accounts  and Records.  Maintain  its books and records in  accordance
          with GAAP.


     (b)  Right  of   Inspection.   Permit  KBK  to  visit  its  properties  and
          installations  and to examine,  audit and make and take away copies or
          reproductions  of  Borrower's  books and  records,  at all  reasonable
          times.  Borrower  agrees  to pay all  costs  associated  with any such
          audits,  at a  rate  equal  to  $500.00  per  day,  per  person,  plus
          out-of-pocket  expenses;  provided,  however,  as long as no  Event of
          Default has occurred, Borrower's obligation for KBK's audits shall not
          exceed $15,000.00 per calendar year.

                                       4

                                    

<PAGE>


     (c)  Right to  Additional  Information.  Furnish  KBK with such  additional
          information  and  statements,  lists of assets  and  liabilities,  tax
          returns,  and other  reports  with  respect  to  Borrower's  financial
          condition  and  business  operations  as KBK may request  from time to
          time.

     (d)  Compliance with Laws. Conduct its business in an orderly and efficient
          manner consistent with good business practices, and perform and comply
          with all statutes, rules, regulations and/or ordinances imposed by any
          governmental  unit  upon  Borrower,  its  businesses,  operations  and
          properties (including without limitation, all Environmental Laws).

     (e)  Taxes. Pay and discharge when due all assessments, taxes, governmental
          charges and levies,  of every kind and nature , imposed upon  Borrower
          or its  properties,  income  or  profits,  prior  to the date on which
          penalties would attach,  and all lawful claims that, if unpaid,  might
          become a Lien upon any of  Borrower's  property,  income  or  profits,
          provided,  however, Borrower will not be required to pay and discharge
          any such assessment,  tax,  charge,  levy or claim so long as (i) same
          shall  be   contested   in  good   faith  by   appropriate   judicial,
          administrative  or other legal  proceedings  timely  instituted,  (ii)
          Borrower shall have established adequate reserves with respect to such
          contested  assessment,  tax, charge,  levy or claim in accordance with
          GAAP, and (iii) the perfection and priority of KBK's security interest
          in the Collateral, or the value of the Collateral, is not impaired.


     (f)  Insurance.  Maintain,  with Financially sound and reputable  insurers,
          such  insurance  as deemed  necessary  or  otherwise  required by KBK,
          including but not limited to, fire insurance,  comprehensive  property
          damage,   public   liability,   worker's   compensation  and  business
          interruption insurance.

     (g)  Notice of Material  Change/Litigation.  Borrower shall promptly notify
          KBK in  writing  (i) of any  material  adverse  change  in  Borrower's
          financial  condition or its businesses,  and (ii) of any litigation or
          claims against Borrower which could materially  affect Borrower or its
          business operations, financial condition or prospects.

     (h)  Corporate  Existence.   Maintain  its  corporate  existence  and  good
          standing in the state of its  incorporation  and its qualification and
          good standing in all other states where required by applicable law.

     (i)  ERISA.  Borrower shall promptly  notify KBK in writing of the adoption
          or  amendment  of any plan  that  results  in the  representations  in
          Subsection 7(g) no longer being true and correct.

     (j)  Additional Documentation. Execute and deliver, or cause to be executed
          and delivered, any and all other agreements,  instruments or documents
          which  KBK may  reasonably  request  in  order to give  effect  to the
          transactions  contemplated  under  this  Agreement  and the other Loan
          Documents.

     (k)  Remittance  Address,  Application  of Account  Proceeds.  The invoices
          related to all of Borrower's  accounts  shall set forth the Remittance
          Address as its sole address for payment,  KBK shall have exclusive and
          unrestricted  access to the  Remittance  Address.  KBK is  irrevocably
          authorized  and  empowered to apply any and all proceeds of collection
          of accounts received by KBK (at KBK's option, without obligation to do
          so) to the  outstanding  principal  amount of,  interest on, and other
          amounts owing in connection  with the Note  evidencing the A/R Line of
          Credit,  this  Agreement  and the other Loan  Documents  (in any order
          selected  by KBK)  within 3  Business  Days  after  KBK  receives  and
          deposits such proceeds.  Borrower acknowledges and agrees (a) that all
          proceeds  of  collection  of  Borrower's  accounts  by KBK will not be
          segregated by KBK and may be commingled  with KBK's other  funds,  and
          (b) that KBK shall have no duty  (fiduciary or otherwise) with respect
          to the  proceeds  of  collection  of  Borrower's  accounts  except  as
          specifically  provided  for in  this  Agreement  and  the  other  Loan
          Documents.  If KBK  either  elects not to apply the  proceeds  of such
          collections  to the amounts  owing to KBK within  such 3 Business  Day
          period or there are no amounts  owing to KBK  under or  in  connection
          with the A/R Line of  Credit,  KBK  shall  retain  possession  of such
          collections as additional Collateral;  provided,  however, that if  no
          Event of Default has occurred,  KBK shall release such  collections to
          Borrower at the written  request of Borrower after such 3 Business Day
          period has elapsed.

     (i)  Perpetual  Inventory System.  USA and BTU must have a tested Perpetual
          Inventory System in place covering all of their inventory on or before
          January 3 1, 1999.

10.  Negative  Covenants,  Until (i) the Notes  and all  other  obligations  and
     liabilities  of Borrower  under this Agreement and the other Loan Documents
     are fully paid and  satisfied,  and (ii) KBK has no further  commitment  to
     lend hereunder, Borrower will not and Will cause Guarantors to not, without
     the prior written  consent of KBK (which consent may withhold in KBK's sole
     and absolute discretion):

     (a)  Nature of  Business.  Make any  material  change in the  nature of its
          business as carried on as of the date hereof.

     (b)  Liquidations;  Mergers;  Consolidations;   Acquisitions;  Name  Change
          Liquidate, merge or consolidate with or into any other Person, convert
          from one type of legal entity to another type of legal entity, form or
          acquire any new  subsidiary or acquire by purchase or otherwise all or
          substantially  all of the  assets of any other  Person,  or change its
          name or operate under any new trade or assumed names.

     (c)  Transactions with Affiliates.  Enter into any transaction,  including,
          without limitation,  the purchase, sale or exchange of property or the
          rendering of any service, with any Affiliate of any Obligor, except in
          the  reasonable  terms no less  favorable  to  Obligor  than  would be
          obtained in a  comparable  arm's-length  transaction  with a person or
          entity not an  Affiliate  of any  Obligor and in  accordance  with the
          terms and provisions of the Loan Documents.

     (d)  Sale of Assets.  Sell, lease,  transfer or otherwise dispose of all or
          substantially  all of its assets or  properties,  other than inventory
          sold in the  ordinary  course of business  and as necessary to replace
          obsolete equipment.

     (e)  Liens.  Create or incur any Lien on any of its assets,  other than (i)
          Liens securing  indebtedness owing to KBK, (ii) pledges or deposits to
          secure the payment of obligations under any worker's compensation laws
          or

                                       5

<PAGE>


          similar  laws,  (iii)  deposits  to secure  the  payment  of public or
          statutory   obligations,   (iv)  mechanic's,   carriers',   workman's,
          repairman's or other Liens arising by operation of law in the ordinary
          course of business  which secure  obligations  that are not overdue or
          arc  being  contested  in good  faith and for which  such  entity  has
          established  adequate  reserves in accordance with generally  accepted
          accounting  principles,  (and for which KBK's security interest in the
          Collateral  is not  impaired)  and (v) Liens  existing  as of the date
          hereof which have been disclosed to and approved by KBK in writing.


     (f)  Change in Management.  Permit a change in the senior management.

     (g)  Loans.  Make any loans to any person or entity.

11.  Financial  Covenants.  Until (i) the Notes  and all other  obligations  and
     liabilities  of Borrower  under this Agreement and the other Loan Documents
     are fully paid and  satisfied,  and (ii) KBK has no further  commitment  to
     lend  hereunder,  Obligors,  on a  consolidated  basis,  will  maintain the
     following financial covenants;

     (a)  Current Ratio. At the end of each fiscal month, a ratio of (i) current
          assets (excluding  prepaid expenses),  to (ii) current  liabilities of
          not less than 1.5 to 1.0.

     (b)  Debt/Tangible  Net Worth  Ratio.  At the end of each fiscal  month,  a
          ratio of total  liabilities  to Tangible Net Worth of less than 2.5 to
          1.0.

     (c)  Tangible Net Worth. At the end of each fiscal month,  its Tangible Net
          Worth of not loss than $2,500,000.00.

     Unless  otherwise  specified,   all  accounting  and  financial  terms  and
     covenants set forth above are to be determined according to GAAP.

12.  Reporting  Requirements.  Until (i) the Notes and all other obligations and
     liabilities  of Borrower  under this Agreement and the other Loan Documents
     are fully paid and  satisfied,  and (ii) KBK has  no-further  commitment to
     lend  hereunder,  Borrower will and will cause the  Guarantors,  unless KBK
     shall  otherwise  consent  in  writing,   furnish  to  KBK: 

     (a)  Financial Statements.  The following financial statements:  (i) within
          120  days  after  the  last  day of each  fiscal  year of  Borrower  a
          consolidated  statement of income and a consolidated statement of cash
          flows of Obligors for such fiscal  year,  and a  consolidated  balance
          sheet of  Obligors as of the last day of such fiscal year in each case
          audited by an independent  certified public accounting firm acceptable
          to KBK, together with a copy of any report to management  delivered to
          Borrower by such accountants in connection therewith;  and (ii) within
          30 days  after  the last day of each  fiscal  month  of  Borrower,  an
          unaudited consolidated statement of income and statement of cash flows
          of  Obligors  for such fiscal  month,  and an  unaudited  consolidated
          balance  sheet of Obligors  as of the last day of such  fiscal  month.
          Borrower  represents  and warrants that each such  statement of income
          and  statement  of cash flows will  fairly  present,  in all  material
          respects, the results of operations and cash flows of Borrower for the
          period set forth therein, and that each such balance sheet will fairly
          present, in all material respects, the financial condition of Borrower
          as of the date set forth therein,  all in accordance  with GAAP,  (or,
          with respect to unaudited financial  statements,  in the notes thereto
          and subject to year-end review adjustments).

     (b)  Borrowing-Base  Report.  An A/R  Borrowing  Base  Report,  in the form
          attached  hereto as Schedule A,  contemporaneously  with each  advance
          requested  under the A/R Line of Credit and  within ten (10)  Business
          Days after the end of each month

     (c)  A/R Aging.  An  accounts  receivable  aging  report in form and detail
          satisfactory to KBK within ten (10) Business Days after each month.

     (d)  Inventory Maintenance Certificate. With each advance request under the
          INV Line of Credit,  with each advance  request  under the A/R Line of
          Credit and within ten (10)  Business Days after the end of each month,
          (i)  Borrower   shall   provide  to   KBK  an   Inventory   Maintenace
          Certificate,  in the form  attached  hereto as  Schedule 3, (ii) until
          such  time  all  of the  inventory,  of BTK  is  covered  by a  Tested
          Perpetual  inventory  System,  BTK shall  provide to KBK an  Inventory
          Report in the form  attached  hereto as Schedule C, (iii) after all of
          the  inventory  of BTK is  covered  by a  Tested  Perpetual  Inventory
          System,  BTK  shall  provide  to KBK an  Inventory  Report in the form
          attached  hereto as Schedule D, and (iv) after all of the inventory of
          USA is  covered  by a Tested  Perpetual  Inventory  System,  USA shall
          provide to KBK an  Inventory  Report in the form,  attached  hereto as
          Schedule E.

     (c)  Inventory Listing. A list of inventory for USA and BTK by location and
          type (to include  the following:  raw  materials,  work in Process and
          finished  goods)  within ten (10)  Business Days after the end of each
          month, in form and detail satisfactory to KBK.

13.  Events of  Default  Each of the  following  shall  constitute  an "Event of
     Default" under this Agreement and the other Loan Documents:


     (a)  Failure to Pay Indebtednes. Borrower shall fail to pay as and when due
          any part of the  principal  of, or interest on, the Notes or any other
          indebtedness or Obligations now or hereafter owing to KBK by Borrower,

     (b)  Non-performance  of  Covenants.  Any of the Obligors  shall breach any
          covenant or agreement made herein, any of tile other Loan Documents or
          in any other  agreement  now or hereafter  entered into between any of
          the Obligors and KBK.

     (c)  False Representation. Any warranty or representationmade herein, or in
          any of the other Loan  Documents  shall be false or  misleading in any
          material respect when made.

     (d)  Default  Under Other Loan  Documents.  The  occurrence  of an event of
          default under any of the other Loan  Documents or any other  agreement
          now or hereafter entered into between any of the Obligors and KBK.

                                       6

<PAGE>



     (c)  Untrue Financial Report. Any report certificate,  schedule,  financial
          statement,  profit and loss statement or other statement  furbished by
          any Obligor,  or by any other person on behalf of any Obligor, to  KBK
          is not true and correct in any material respect.

     (f)  Default to Third Party.  The occurrence of any event which permits the
          acceleration of the maturity of any  indebtedness  owing by any of the
          Obligors to any third party under any agreement or undertaking.

     (g)  Bankruptcy.  The  filing  of a  voluntary  or  involuntary  case by or
          against any, of the Obligors under the United States Bankrupcy Code or
          other  present or future  federal or state  insolvency,  bankruptcy or
          similar laws, or the appointment of a receiver,  trustee,  conservator
          or  custodian  for a  substantial  portion of the assets of any of the
          Obligors.

     (h)  Insolvency. Any of the Obligors shall become insolvent make a transfer
          in  fraud  of  creditors  or make an  assignment  for the  benefit  of
          creditors.

     (i)  Involuntary  Lien. The filing or commencement of any involuntary Lien,
          garnishment,  attachment  or the like shall be issued  against or with
          respect to the Collateral.

     (j)  Material Adverse Change. A material adverse change shall have occurred
          in the financial condition, business prospects or operations of any of
          the Obligors.


     (k)  Tax Lien.  Any of the Obligors  shall have a federal or state tax Lien
          filed against any of its properties.


     (l)  Execution on  Collateral.  The  Collateral  or any portion  thereof is
          taken on execution or other process of law.

     (m)  ERISA  Plan.  Either  (i) any  "accumulated  funding  deficiency"  (as
          defined in Section  412(a) of the Internal  Revenue  Code of 1986,  as
          amended) in excess of $25,000 exists with respect to any ERISA Plan of
          Borrower or its ERISA Affiliate,  or (ii) any Termination Event occurs
          with respect to any ERISA Plan of Borrower or its ERISA  Affiliate and
          the  then  current  value of such  ERISA  Plan's  benefit  liabilities
          exceeds the then current value of such ERISA Plan's  assets  available
          for the payment of such benefit liabilities by more than $25.000.

     (n)  Guarantor's Obligations. If any of the obligations of any Guarantor is
          limited or terminated by operation of law or by such Guarantor, or any
          such Guarantor becomes the subject of an insolvency proceeding.

     (o)  Judgment.  The  entry  against  any of the  Obligors  of a  final  and
          nonappicalable  judgment for the payment of money in excess of $25,000
          (not  covered  by  insurance   satisfactory  to  KBK  in  KBK's  sole:
          discretion).

     Nothing  contained in this Loan  Agreement  shall be construed to limit the
     events of default  enumerated  in any of the other Loan  Documents  and all
     such events of default shall be cumulative.

14.  Remedies. Upon the occurrence of any one or more of the foregoing Events of
     Default, (a) the entire unpaid balance of principal of the Notes,  together
     with all accrued but unpaid interest  thereon,  and all other  indebtedness
     owing to KBK by Borrower at such time shall,  at the option of KBK,  become
     immediately due and payable without further notice,  demand,  presentation,
     notice of dishonor, notice of intent to accelerate, notice of acceleration,
     protest or notice of protest of any kind, all of which are expressly waived
     by Borrower,  and (b) KBK may, at its option,  cease further advances under
     the Credit Facilities or under any of the Loan Documents, Provided however,
     concurrently and  automatically  with the occurrence of an Event of Default
     under Suhsections (g) or (h) in the Section entitled "Event of Default" (i)
     further advances under the Credit  Facilities and under lite Loan Documents
     shall cease, and (ii) the Notes and all other  indebtedness owing to KBK by
     Borrower at such time shall,  without any action by KBK, become immediately
     due and payable,  without further notice, demand,  presentation,  notice of
     dishonor, notice of acceleration,  notice of intent to accelerate,  protest
     or notice of  protest  of any kind,  all of which are  expressly  waived by
     Borrower. All rights and remedies of KBK set forth in this Agreement and in
     any of the other Loan Documents are cumulative and may also be exercised by
     KBK, at its option and in its sole  discretion,  upon the  occurrence of an
     Event of Default.

15.  Indemnification.  Borrower  hereby  indemnifies and agrees to hold harmless
     and defend all Indemnified Persons from and against any and all Indemnified
     Claims.  THE  FOREGOING  INDEMNIFICATION  SHALL  APPLY  WHETHER OR NOT SUCH
     INDEMNIFIED  CLAIMS  ARE IN ANY WAY OR TO ANY EXTENT  OWED,  IN WHOLE OR IN
     PART,  UNDER ANY CLAIM OR THEORY OF STRICT  LIABILITY,  OR ARE  CAUSED,  IN
     WHOLE OR IN PART,  BY ANY  NEGLIGENT  ACT OR  OMISSION  OF ANY  INDEMNIFIED
     PERSON,  but  shall  exclude  any  of the  foregoing  resulting  from  such
     Indemnified Person's gross negligence or willful misconduct. If Borrower or
     any third party ever alleges any gross negligence or willful  misconduct by
     any Indemnified  Person, the  indemnification  provided for in this Section
     shall  nonetheless  be paid upon  demand,  subject to later  adjustment  or
     reimbursement,  until such time as a court of competent jurisdiction enters
     a  final  judgment  as to  the  extent  and  affect  of the  alleged  gross
     negligence or willful  misconduct.  Upon notification and demand,  Borrower
     agrees to provide defense of any Indemnified Claim and to pay all costs and
     expenses of Counsel selected by any Indemnified  Person in respect thereof.
     Any Indemnified  Person against whom any Indemnified  Claim may be asserted
     reserves the right to settle or compromise  any such  Indemnified  Claim as
     such  Indemnified  Person may  determine  in its sole  discretion,  and the
     obligations  of such  Indemnified  Person,  if any,  pursuant  to any  such
     settlement or compromise  shall be deemed  included  within the Indemnified
     Claims.  Except as specifically  provided in this Section,  Borrower waives
     all notices from any  Indemnified  Person.  The  Provisions of this Section
     shall Survive the termination of this Agreement.

16.  Rights  Cumulative.  All  rights of KBK  under the terms of this  Agreement
     shall be cumulative of, and in addition to, rights of KBK under any and all
     other agreements  between Borrower and KBK (including,  but not limited to,
     the other Loan  Documents),  and not in  substitution  or diminution of any
     rights now or hereafter held by KBK under the terms of any other agreement.


17.  Waiver and Agreement. Neither the failure nor any delay on the part of  KBK
     to exercise any right,  power or privilege herein or under any of the other
     Loan Documents shall operate as a waiver  thereof,  nor shall any single or
     partial  exercise of such right,  power or privilege  preclude any other or
     further  exercise  thereof or the  exercise  of any other  right,  power or
     privilege.  No waiver of any provision in this Loan  Agreement or in any of
     the other Loan  Documents and no departure by Borrower  therefrom  shall be
     effective unless the same shall be in writing and signed 

                                       7


<PAGE>



     by KBK, and then shall be effective  only in the specific  instance and for
     the purpose for which given and to the extent specified in such writing. No
     modification  or  amendment  to this Loan  Agreement or to any of the other
     Loan Documents shall be valid or effective unless the same is signed by the
     party against whom it is sought to be enforced.

18.  Benefits.  This Agreement shall be binding upon and inure to the benefit of
     KBK and Borrower,  and their respective successors and  assigns;  provided,
     however,  that Borrower may not,  without the prior written consent of KBK,
     assign any rights powers, duties or obligations under this Agreement or any
     of the other Loan Documents.

19.  Notices. All notices, requests, demands or other communications required or
     permitted to be given  pursuant to this  Agreement  shall be in writing and
     given by (i) personal delivery,  (ii) expedited delivery service with proof
     of delivery,  (iii) United  States mail,  postage  prepaid,  registered  or
     certified mail,  return receipt  requested,  or (iv) telecopy (with receipt
     thereof  confirmed by  telecopier)  sent to the  intended  addressee at the
     address set forth on the signature  page hereof and shall be deemed to have
     been received either, in the case of personal  delivery,  as of the time of
     personal  delivery,  in the case of expedited  delivery service,  as of the
     date of first attempted delivery at the address and  in the manner provided
     herein, in the case of mail, upon deposit in a depository  receptacle under
     the care and custody of the United States Postal Service, or in the case of
     telecopy,  upon  receipt.  Either  party shall have the right to change its
     address for notice  hereunder to any other location  within the continental
     United  States by notice to the other  party of such new  address  at least
     thirty (30) days prior to the effective date of such new address.

20.  Governing Law; Venue; Submission to  Jurisdiction.  THIS AGREEMENT AND THE
     OTHER LOAN DOCUMENTS  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
     THE LAWS OF THE STATE OF LOUISIANA  WITHOUT GIVING EFFECT TO THE PRINCIPLES
     OF  CONFLICTS  OF LAWS  THEREOF,  EXCEPT TO THE EXTENT  PERFECTION  AND THE
     EFFECT OF PERFECTION OR  NON-PERFECTION  OF THE SECURITY  INTEREST  GRANTED
     HEREUNDER  OR  THEREUNDER,  IN RESPECT OF ANY  PARTICULAR  COLLATERAL,  ARE
     GOVERNED BY THE LAWS OF A  JURISDICTION  OTHER THAN THE STATE OF LOUISIANA.
     THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE  PERFORMABLE BY THE PARTIES
     IN ORLEANS  PARISH,  LOUISIANA.  BORROWER  AND KBK EACH AGREE THAT  ORLEANS
     PARISH,  LOUISIANA,  SHALL BE THE  EXCLUSIVE  VENUE FOR  LITIGATION  OF ANY
     DISPUTE OR CLAIM ARISING UNDER OR RELATING TO THIS  AGREEMENT AND THE OTHER
     LOAN  DOCUMENTS,  AND THAT SUCH  PARISH IS A  CONVENIENT  FORUM IN WHICH To
     DECIDE ANY SUCH  DISPUTE  OR CLAIM.  BORROWER  AND KBK EACH  CONSENT TO THE
     PERSONAL  JURISDICTION  OF THE STATE AND FEDERAL  COURTS LOCATED IN ORLEANS
     PARISH, LOUISIANA FOR THE LITIGATION OF ANY SUCH DISPUTE OR CLAIM. BORROWER
     IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
     WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
     PROCEEDING  BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH  PROCEEDING
     BROUGHT IN SUCH A COURT HAS BEEN  BROUGHT  IN AN  INCONVENIENT  FORUM. 

21.  Waiver of Jury Trial.  BORROWER AND KBK EACH HEREBY IRREVOCABLY  WAIVES, TO
     THE MAXIMUM  EXTENT  PERMITTED  BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
     JURY IN  RESPECT  OF ANY  LITIGATION  DIRECTLY  OR  INDIRECTLY  AT ANY TIME
     ARISING  OUT  OF  UNDER  OR  IN  CONNECTION  WITH  THIS  AGREEMENT  OR  ANY
     TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

22.  Invalid Provisions.  If any provision of this Agreement or any of the other
     Loan  Documents  is held to be  illegal,  invalid  or  unenforceable  under
     present or future laws,  such  provision  shall be fully  severable and the
     remaining  provisions of this  Agreement or any of the other Loan Documents
     shall  remain in full  force and effect  and shall not be  affected  by the
     illegal, invalid or unenforceable provision or by its severance.

23.  Expenses.  Borrower  shall pay all costs and expenses  (including,  without
     limitation,   reasonable  attorneys'  fees)  in  connection  with  (i)  the
     preparation of the Loan  Documents,  (ii) any action required in the course
     of administration of the indebtedness and obligations evidenced by the Loan
     Documents, and (iii) any action in the enforcement of KBK's rights upon the
     occurrence of Event of Default.

24.  Participation  of the Credit  Facilities.  Borrower agrees that KBK may, at
     its option,  sell interests in any of the Credit  Facilities and its rights
     under (his Agreement and the other Loan  Documents and, in connection  with
     each such sale,  KBK may disclose  any,  financial  and other  information
     available to KBK  concerning  Borrower to each  prospective  purchaser  and
     assignee.

25.  Conflicts.  In the event any term or provision hereof is inconsistent  with
     or conflicts with any provision of the other Loan Documents,  the terms and
     provisions contained in this Agreement shall be controlling.

26.  Counterparts.  This  Agreement may be separately  executed in any number of
     counterparts,  each of which shall be an original,  but all of which, taken
     together,  shall be  deemed  to  constitute  one and the  same  instrument.
     Delivery of an executed  counterpart of this Agreement by telecopy shall be
     equally as effective as delivery of a manually executed counterpart of this
     Agreement.  Any Party delivering an executed  counterpart of this Agreement
     by telecopy  also shall  deliver a manually  executed  counterpart  of this
     Agreement but the failure to deliver a manually executed  counterpart shall
     not  affect  the  validity,  enforceability,  and  binding  effect  of this
     Agreement.

27.  ENTIRE  AGREEMENT.  THIS AGREEMENT,  THE NOTES AND THE OTHER LOAN DOCUMENTS
     REPRESENT THE FINAL  AGREEMENT  BETWEEN THE PARTIES  HERETO WITH RESPECT TO
     THE  FINAL  AGREEMENT  BETWEEN  THE  PARTIES  HERETO  WITH  RESPECT  TO THE
     TRANSACTIONS CONTEMPLATED HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
     PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
     ARE NO UNWRITTEN ORAL AGREEMENTS  BETWEEN THE PARTIES.  THIS AGREEMENT ALSO
     AMENDS AND SUPERSEDES ANY OF THE TERMS OF ANY PRIOR WRITTEN AGREEMENTS WITH
     RESPECT TO THE MATTERS SET FORTH IN THIS AGREEMENT.

EXECUTED as of the date first above written.

BORROWER:                KBK FINANCIAL, INC.



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<PAGE>

KARTS INTERNATIONAL INCORPORATED        By:  ______________________________

By: /s/ Robert M. Aubrey                Name:          Jeff Kassing
    -----------------------------
        Robert M. Aubrey

Title:       C.E.O                      Title:  Vice President & General Counsel


Borrower's Address:                     KBK's Address:

P.O. Box 695                            201 St. Charles Avenue
62204 Commercial Street                 Suite 4208
Roseland, Louisiana                     New Orleans, Louisiana  70170
70456                                   Attn:  Legal Department
telecopy No. (504) 747-2700             Telecopy No. (504) 569-8114






















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