EXHIBIT 10.65




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                                LICENSE AGREEMENT

       This Agreement, entered into as effective as of the as of the 10th day of
October,  2000, by between Charles  Brister,  an individual whose address is 505
Ellis  Road,  Amite,  Louisiana  70422  (hereinafter   ALICENSOR@),   and  Karts
International,  Inc., a Nevada  corporation,  with  offices at 62204  Commercial
Street, Roseland, Louisiana 70456 (hereinafter ALICENSEE@).

                                   WITNESSETH

       WHEREAS,  LICENSOR  owns U.S.  Patents and U.S.  Patent  Applications  as
fisted on Appendix B, attached  hereto and made a part hereof relating to safety
fuel tanks and certain technology relating thereto; and

       WHEREAS,  LICENSEE desires to acquire an exclusive license with the right
to  sublicense  under the  LICENSOR=s  Patents and Patent  Applications  and the
technology for use in the development,  manufacture, use, offer to sell and sale
of  apparatus  embodying  the  inventions  described  in the  Patents and Patent
Applications and technology and the licensing of others thereon;

       WHEREAS,  LICENSOR has the power and  authority to grant to LICENSEE such
license.

       NOW, THEREFORE,  for and in consideration of the covenants and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged by both parties, it is agreed as follows:

                                 I. DEFINITIONS

1.1    The term  APATENTS@  as used  herein  shall  mean any  patent  or  patent
application   listed  in  Appendix  B  including   divisionals,   continuations,
substitutes  and  reissues  thereof and to any  patent(s)  which mature from any
corresponding  applications  filed in countries  within the  LICENSED  TERRITORY
including any applications for utility models or inventor=s certificates.

1.2    The term "VALID  CLAIM(s)"  as used  herein  shall  include any  claim(s)
pending in a patent  application or in an unexpired  patent  included within the
PATENTS  which has not been held  unenforceable,  unpatentable,  or invalid by a
court of competent  jurisdiction,  is unappealable or unappealed within the time
allowed  for  appeal,  and  which  has  not  been  admitted  to  be  invalid  or
unenforceable through reissue proceedings or disclaimer.

1.3    The  term  ATECHNOLOGY@  as used  herein  shall  include  all  know  how,
including formulas, designs, data, processes, prototypes, or specifications that
relate to the PRODUCTS,  and was  developed  prior to or during the term of this
Agreement by LICENSOR, either solely or jointly with others, including employees
or agents of LICENSEE.

1.4    The term  APRODUCTS  @ as used  herein  shall mean  safety  fuel tank and
filler cap apparatus  which  embodies,  or the manufacture of which uses, in the
country of manufacture,  use, or sale, (a) an invention falling within the scope
of a VALID CLAIM of any of the PATENTS, or (b) TECHNOLOGY.

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1.5    The  term  "NET  SALES"  as used  herein  shall  mean:  (1) for  sales of
PRODUCTS,  the total of sales  invoices  to  customers  less any  deduction  for
returns,  transportation costs, tariffs, and all sales and excise taxes actually
paid in the course of selling PRODUCTS;  and (2) for uses including the delivery
of PRODUCTS to another for less than the usual selling price;  the total amounts
which would otherwise be invoiced (less the above  deductions) had PRODUCTS used
by LICENSEE or a sublicensee been sold.

1.6    The term  AUNITS@  as used  herein  shall mean the  aggregate  numbers of
PRODUCTS represented in NET SALES of PRODUCTS.

1.7    The  term  "LICENSOR   IMPROVEMENTS"   as  used  herein  shall  mean  all
technology,  developments,  inventions,  discoveries,  technical information and
data  relating  to PRODUCTS  and  process  for making  same which are  hereafter
conceived  and/or made during the Term of this Agreement from LICENSOR=s  and/or
LICENSEE's use or evaluation of the TECHNOLOGY, whether conceived by: (i) one or
more employees,  contractors or agents of LICENSOR;  (ii) one or more employees,
contractors  or agents of LICENSEE;  or (iii) jointly by one or more  employees,
contractors  or agents of LICENSOR  and one or more  employees,  contractors  or
agents of LICENSEE,  including all that disclosed or embodied in patents, patent
applications,   letters  patent,   related   information,   software,   software
applications  (including  object  code,  source  code and all  other  media  and
applications),  copyrights,  copyright  applications,  copyright  registrations,
inventions, and other intellectual property related to the foregoing.

                                   II. GRANT

2.1    LICENSOR  hereby  grants  to  LICENSEE  and  LICENSEE  hereby  accepts  a
worldwide,  exclusive,  nontransferable  license  including  the  right to grant
sublicenses, to make, have made, use, offer to sell and sell PRODUCTS.

2.2    LICENSEE  shall have no right to grant any sublicense  hereunder  without
the prior  express  written  consent of  LICENSOR,  which  consent  shall not be
unreasonably   withheld.   LICENSEE  may  have  PRODUCTS   manufactured  for  it
exclusively  for use or resale by  LICENSEE to others,  all for which  royalties
shall be paid under Paragraph III of this Agreement.

2.3    LICENSOR   hereby  grants  and  LICENSEE   hereby  accepts  a  restricted
worldwide, exclusive,  nontransferable license to LICENSOR IMPROVEMENTS to make,
have made, use, offer to sell and sell PRODUCTS in the TERRITORY.

2.4    LICENSEE hereby transfers and assigns to LICENSOR all of right, title and
interest  in and to  LICENSOR  IMPROVEMENTS  as it shall have by the  conception
thereof by (i) one or more employees, contractors or agents of LICENSEE; or (ii)
jointly by one or more  employees,  contractors or agents of LICENSOR and one or
more  employees,  contractors  or agents of LICENSEE,  and any and all rights to
patent and  copyright  included  inventions,  the same to be held and enjoyed by
LICENSOR,  for  its  own use and  benefit,  and for the use and  benefit  of its
successors,  assigns,  or  other  legal  representatives  and for  that  purpose
LICENSEE  shall  deliver to  LICENSOR  no later than  thirty (30) days after the

                                      -2-

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development of any such LICENSOR IMPROVEMENTS a full and complete description in
writing of the improvements and included  inventions and the manner of their use
including  therein  all  particulars,  instructions,  drawings  and  prototypes.
LICENSEE  further  covenants and agrees that it will, at any time, upon request,
execute and deliver any and all papers that may be  necessary  or  desirable  to
perfect the title of said improvements and included inventions to LICENSOR,  its
successors,  assigns, or other legal  representatives and that if LICENSOR,  its
successors,  assigns,  or other legal  representatives  shall desire to secure a
patent or copyright on such inventions, upon request, will sign all papers, make
all rightful oaths and do all lawful acts requisite for such application and the
procuring  thereof,  and for the  filing  of  such  continuations,  counterparts
divisionals and reissues thereof, without further compensation.

2.5    Upon execution of this  Agreement,  LICENSOR shall furnish  LICENSEE with
such  TECHNOLOGY  licensor  possesses  relating to  PRODUCTS  as LICENSEE  shall
require relating to PRODUCTS.

2.6    During the term of this  Agreement,  LICENSOR  shall  provide to LICENSEE
technical  assistance  and  advisory  services  in the  field of  PRODUCT.  Such
services shall be provided upon reasonable  notice and request of LICENSEE,  and
subject to LICENSOR=s availability.

2.7    LICENSOR shall have the right to file and prosecute  patent  applications
corresponding  to  the  PATENTS  listed  in  Schedule  B  and  any  of  LICENSEE
IMPROVEMENTS in United States and foreign  countries at its  discretion.  In the
event that LICENSEE desires that a corresponding patent application of any other
country,  territory,  or  possession  be filed  in a  country,  it shall  notify
Licensor of that desire,  and LICENSOR shall thereupon  promptly file such other
patent application. Such patent application, any patent issuing thereon, and any
renewals and  extensions  thereof shall be added to the aforesaid  PATENTS,  and
LICENSOR  shall  have the title  thereto.  Payment  of costs for the  filing and
prosecution  of any  application  or patent which matures from that  application
including divisionals,  continuations,  substitutes and reissues thereof and any
patent(s)  which  mature from any  corresponding  applications  filed  including
applications  for  utility  models or  inventor=s  certificates  and all  costs,
charges  and  expenses,  including  but not limited to any  government  fees and
attorneys=s charges,  incurred in connection with the payment of any such taxes,
annuities,  working fees, maintenance fees, and/or renewal and extension charges
shall  initially be the  responsibility  of LICENSOR,  however,  LICENSEE  shall
reimburse  LICENSOR for such costs  within  thirty (30) days of a report of such
LICENSOR costs submitted to LICENSEE.

                        III. LICENSE FEES AND ROYALTIES

3.1    In  consideration  of the  grant  of this  License,  LICENSEE  shall  pay
LICENSOR an annual License Fee of Two Hundred Fifty Thousand Dollars ($250,000),
the  first  annual  installment  of which  License  Fee  being  due in two equal
payments with One Hundred Twenty Five Thousand Dollars ($125,000) upon execution
hereof and One Hundred Twenty Five Thousand  Dollars being due prior to December
31, 2000, with subsequent  annual License Fees being due on the anniversary date
of a License Year.  For the purposes of this  Agreement,  the first License Year
shall  terminate  December  31,  2001  and  subsequent  years  on the end of the
calendar  year.  This  License Fee shall be  non-refundable  and not  creditable
against any royalty called for under this Section.


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3.2    LICENSEE shall pay LICENSOR a royalty of one dollar ($1.00) for each unit
of all PRODUCTS made, used, sold or otherwise  disposed of by LICENSEE after the
date of this Agreement.

3.3    The royalties payable shall be due and payable at LICENSOR's office on or
before thirty (3 0) days  following  the end of each calendar  quarter after the
effective  date of  this  Agreement,  and  each  payment  shall  cover  PRODUCTS
manufactured  by  LICENSEE  or used or sold by  LICENSEE  during  the  preceding
calendar quarter.

3.4    Subject to the provisions of Paragraph V,  hereafter,  Royalties shall be
payable for the use of  TECHNOLOGY  under this  Paragraph III for a period often
(10) years  commencing on the execution  hereof  whether any  additional  patent
application  be filed,  or for the life of any of PATENTS  for  PRODUCTS  or the
manufacture  thereof  coming  within the scope of VALID  CLAIMS,  including  any
extension, reissue or regrant of any of PATENTS, whichever is longer unless this
Agreement is earlier terminated as a result of a breach.  Upon the expiration of
the  last  of any of  PATENTS,  the  license  to  LICENSEE  of all  PATENTS  and
TECHNOLOGY shall be deemed fully paid,  subject to the provisions of Section 3.7
below, and no further royalties or payments shall be due hereunder.

3.5    Payments  provided  for in  this  Agreement,  when  overdue,  shall  bear
interest at a rate per annum equal to three percent (3%) in excess of the APRIME
RATE@  published  by AThe Wall Street  Journal@ at the time such payment is due,
and for the time period until payment is received by LICENSOR.

3.6    If this Agreement is for any reason terminated before all of the payments
herein provided for have been made, LICENSEE shall immediately submit a terminal
report and pay to LICENSOR any remaining unpaid balance even though the due date
as above provided has not been reached.

3.7    Under this Agreement PRODUCTS shall be considered to be sold when shipped
or when an  invoice  is sent  out,  whichever  occurs  first,  except  that upon
expiration of any patent covering PRODUCTS, or upon any termination of a license
or sublicense,  all PRODUCTS made by LICENSEE or a  sublicensee,  on or prior to
the date of such  expiration  or  termination  that  have not  been  shipped  or
invoiced  prior  thereto shall be subject to royalty and reported to LICENSOR in
the Post  Termination  Report  called  for in  Section  3.6.  Royalties  paid on
PRODUCTS  that are not  accepted  by a  purchaser  or user shall be  credited to
LICENSEE.

3.8    In order to maintain the  exclusivity  of the License  granted,  LICENSEE
shall pay to LICENSOR royalties as required under Paragraph 3.3, but in no event
shall  royalties for a calendar year for practice of the PATENTS and  TECHNOLOGY
be less than the following minimum royalties, for the License Years indicated:


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           License Years                    U.S. Dollars per License Year
              1                                        $500,000
              2                                        $500,000
              3 and thereafter                       $1,000,000

In the event that  royalties  under this Paragraph 3.8 for a License Year do not
aggregate  the sums above  required,  LICENSOR  may, at its option,  convert the
exclusive  license  granted  to a  nonexclusive  license  without  the  fight to
sublicense,  by  thirty  (30) days  notice in  writing  to  LICENSEE,  served on
LICENSEE  within  thirty  (30) days after  receipt  of the last  report for such
License Year,  unless LICENSEE shall within thirty (30) days from the receipt of
such notice by it, pay  LICENSOR  such  additional  sums as may be  necessary to
bring the payment of royalties for PRODUCTS to the specified minimum.

3.9    LICENSEE=s  right to grant  sublicenses to others shall be for fees or at
royalty rates to be determined  by LICENSEE,  subject to the  provisions of this
Agreement and at License Fees and Royalties no less than contained  herein.  Any
sublicense  shall  make  reference  to this  Agreement  including  those  rights
retained by LICENSOR A copy of any  sublicense  shall be  furnished  to LICENSOR
promptly  after  its  execution.  It is  understood  and  agreed  that  any such
sublicense  shall  include the  requirement  that the  sublicensee  shall do all
things  necessary to  effectuate  LICENSEE=S  compliance  with the terms of this
Agreement.  Further,  sublicense fees shall be due and payable on PRODUCTS which
had been made,  sold,  leased,  or  otherwise  used or put into  commerce by the
sublicensee.

3.10   LICENSEE shall pay over to LICENSOR as sublicense  income,  fifty percent
(50%)of all License Fees,  royalties,  advance  royalties,  minimum royalties or
other payments  accrued or received in respect to the granting or maintaining of
sublicenses,  provided however, in no instance shall the amount paid to LICENSOR
be less than one dollar ($1.00) for each unit of all PRODUCTS made,  used,  sold
or otherwise disposed of by a sublicensee after the date of this Agreement.  For
any  sublicense  granted,   LICENSEE  shall  guarantee  the  timely  payment  of
LICENSOR=s share of sublicense income.

3.11   Termination  under any of the  provisions  of  Paragraph V of the license
granted to LICENSEE in this Agreement shall not terminate any sublicenses  which
may have been previously granted by LICENSEE.  In the event of such Termination,
LICENSEE shall assign such sublicenses to LICENSOR.

                             IV. ACCOUNT AND AUDIT

4.1    On or before thirty (30) days following the end of each calendar  quarter
after the effective date of this Agreement, LICENSEE shall provide to LICENSOR a
complete  written  report  setting  forth the NET  SALES  and UNITS of  PRODUCTS
manufactured  by or for LICENSEE that have been used or sold by LICENSEE  during
the preceding  calendar quarter.  Such written report shall also include the NET
SALES and UNITS of PRODUCTS  manufactured by or for each  sublicensee  that have
been used or sold by a sublicensee  required to be reported during the preceding
calendar quartet.


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4.2    LICENSEE shall keep true and correct books of account  adequate to verify
a reports and  payments  due LICENSOR  under this  Agreement,  and such books of
account shall be available for  examination or inspection by a certified  public
accountant  or similarly  qualified  individual,  on reasonable  notice,  and at
regular  business hours to the extent and only to the extent necessary to verify
said reports and payments.

4.3    LICENSEE=s  obligations  under  Paragraph  III hereof to pay royalties to
LICENSOR, or under Paragraph IV hereof to report to LICENSOR with respect to any
products  used or sold  hereunder  shall cease when all of PATENTS  have expired
and/or  adjudged  to be invalid  or  unenforceable  by a judgment  of a court of
competent jurisdiction.

                            V. TERM AND TERMINATION

5.1    Unless  sooner  terminated  as  herein  provided,  this  Agreement  shall
continue  for a Term of  three  (3)  years  from the date  hereof  and  shall be
automatically  renewed annually thereafter unless either of the parties provides
at least  sixty (60) days notice of  non-renewal  prior to an  anniversary  date
hereof,  unless  earlier  terminated in accordance  with the  provisions of this
Paragraph.

5.2    If  LICENSEE  shall  fail  to  pay a  License  Fee or  any  royalties  in
accordance with the terms of this Agreement,  or if LICENSEE shall otherwise fi@
to comply  with any terms of this  Agreement,  LICENSOR  shall have the right to
terminate this Agreement upon giving sixty (60) days written notice to LICENSEE.
If LICENSEE  shall fail to pay all  royalties in arrears,  or otherwise  fail to
comply with the terms of the Agreement  within such sixty-day  period,  LICENSOR
shall have the right to terminate  this  Agreement by sending  LICENSEE  written
notice to that effect,

5.3    If LICENSEE is adjudicated as bankrupt, or makes a general assignment, or
goes out of business, or takes the benefit of any solvency act, or if a receiver
or trustee is  appointed,  or if any  attachment  or legal  process is levied or
attempted  to be  levied  on  the  interest  of  LICENSEE  hereunder,  and  such
attachment or process is not  forthwith  bonded by LICENSEE,  then,  and in that
event, this Agreement shall terminate at the option of LICENSOR,

       The word  Atermination@ and cognate words, such as Aterm@ and Aterminate,
@ used in this Article IX and elsewhere in this Agreement are to be read, except
where the contrary is specifically  indicated, as omitting from their effect the
following  rights and  obligations,  all of which survive any termination to the
degree necessary to permit their complete fulfillment or discharge:

       a.     LICENSEE=s  obligation to supply a terminal report as specified in
Section 3.6 of this Agreement;

       b.     LICENSOR=s  right to receive or recover and LICENSEE=s  obligation
to pay royalties  (including minimum royalties) accrued or accruable for payment
at the time of any termination;

       c.     LICENSEE=s  obligation to maintain  records under  Paragraph IV of
this Agreement;


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       d.     Licenses,  releases,  and agreements of  non-assertion  running in
favor of customers  or  transferees  of LICENSEE in respect to products  sold or
transferred by LICENSEE prior to any  termination  and on which License Fees and
royalties  shall  have been paid as  provided  in  Sections  3.1 and 3.2 of this
Agreement;

       e.     Any cause of action or claim of  LICENSOR  accrued,  or to accrue,
because of any breach or default by LICENSEE; and

       f.     The representation and disclaimer of warranties of Section 7.8.

                             VI. PATENT ENFORCEMENT

6.1    LICENSOR and LICENSEE  shall notify each other promptly in writing of any
infringement  of the PATENTS,  which  becomes  known to either of them  LICENSEE
shall  notify  LICENSOR  promptly of any action  taken in  accordance  with this
Paragraph VI to abate or eliminate  such  infringement.  LICENSEE shall have the
right to abate the  infringement  by grant of sublicense in accordance  with the
provisions of Paragraph  III, or to sue for the  infringement  in LICENSEE=s own
name and  expense,  and to collect  for its own use all  damages,  profits,  and
awards  of  whatever  nature  recovered  for such  infringement,  however,  such
damages, profits and awards shall be included as income for royalty calculations
less reasonable legal fees incurred in the enforcement of said PATENTS.

6.2    In the event  LICENSOR  shall  bring to the  attention  of  LICENSEE  any
infringement  of the LICENSED  PATENT,  and LICENSEE  shall not,  within six (6)
months:

       a)     Secure abatement or cessation of the infringement;

       b)     Enter suit against the infringer; or

       c)     Provide  LICENSOR  with  evidence  of the  pendency of a bona fide
negotiation  for the  acceptance  by the  infringer  of a  sublicense  under the
PATENTS, LICENSOR shall thereafter have the right to sue for the infringement at
LICENSOR'S own expense, and to collect for its own use all damages, profits, and
awards of whatever nature recoverable for such infringement.

6.3    LICENSOR  and  LICENSEE  mutually  agree to furnish  technical  and other
necessary  assistance to each other in conducting  any  litigation  necessary to
enforce the PATENTS against  others.  Out of pocket expenses for such assistance
will be paid by the party requesting such assistance.


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                               VII. MISCELLANEOUS

7.1    LICENSEE  agrees to assume all  financial  and  service  obligations  for
PRODUCTS  manufactured and sold by it hereunder,  and LICENSOR shall be absolved
of all liability or  responsibility to LICENSEE or to any others for any failure
in production,  design, operation or otherwise of PRODUCTS manufactured and sold
by LICENSEE and hold  LICENSOR  harmless  from any claim or threat of claim by a
third party.

7.2    This  Agreement and the license  herein  granted shall not be assigned by
LICENSEE without the written consent of LICENSOR,  including if a part of a sale
of its business to which this  Agreement  pertains,  whether by merger,  sale of
assets or otherwise,  but LICENSOR may assign or otherwise dispose of its rights
and  obligations  under  this  Agreement  at its  sole  option.  Subject  to the
provisions of this Paragraph  7.2, this Agreement  shall be binding on and inure
to the benefit of the parties hereto, their successors and assigns.

7.3    Any waiver by LICENSOR of any rights arising from the breach of any terms
of this  Agreement  shall not be construed  as a continuing  waiver of any other
breaches of the same or other terms of this Agreement.

7.4    Should any part,  term or  provision  of this  Agreement  be, by a court,
decided to be illegal or in conflict with any law,  judicial decision or rule of
law, the validity of the remaining  portions or provisions shall not be affected
thereby.

7.5    This Agreement  shall be governed by and construed  according to the laws
of the state of Nevada and the United States Patent Laws.

7.6    Any notice or other communication required or permitted by this Agreement
shall be  deemed  to have  been  received  by the  receiving  party if mailed by
registered or certified  mail, or an  equivalent  form of mailing,  with postage
prepaid and addressed to the proper party, at the following address:

         if to LICENSEE:
                  Karts International Incorporated
                  62204 Commercial Street
                  Post Office Box 695
                  Roseland, Louisiana 70456
                  Attention: President

         If to LICENSOR:
                  Charles Brister
                  505 Ellis Road
                  Amite, Louisiana 70422

         with a copy to:
                  Charles C. Garvey, Jr., Esq.
                  Garvey, Smith, Nehrbass & Doody, L.L.C.
                  3838 North Causeway Blvd.
                  Suite 3290
                  Metairie, Louisiana 70002-1767


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7.7    The parties  agree that,  in the event of any disputes  arising out of or
connection  with this  Agreement,  both  parties  will use their best efforts to
reach an  amicable  and prompt  resolution  of such  dispute.  Failing  amicable
resolution,  Disputes  will be settled by  arbitration.  The  settlement  of the
dispute and arbitration  will be conducted in compliance with the procedures set
out in Appendix A, attached hereto and made a part hereof, and a decision by the
arbitrator will be binding on both parties.

       The cost of the  arbitration  shall be borne as  follows:  fifty  percent
(50%) by LICENSEE and fifty percent (50%) by LICENSOR.

       Written notice given by one party to the other  requiring a dispute to be
submitted to  arbitration  shall be deemed to  constitute a joint  submission to
arbitration by both parties.

7.8    NOTHING  IN THIS  AGREEMENT  SHALL BE  DEEMED TO BE A  REPRESENTATION  OR
WARRANTY BY LICENSOR OF THE VALIDITY OF ANY OF THE PATENTS.  LICENSOR SHALL HAVE
NO LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY
INJURY,  LOSS,  OR  DAMAGE,  OF ANY KIND OR NATURE  SUSTAINED  BY, OR ANY DAMAGE
ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON
LICENSEE OR ANY OTHER PERSON,  ARISING OUT OF OR IN CONNECTION WITH OR RESULTING
FROM (A) THE  PRODUCTION,  USE, OR SALE OF ANY  PRODUCT,  OR THE PRACTICE OF THE
LICENSED  INVENTION  OR PATENTS;  OR (B) ANY  ADVERTISING  OR OTHER  PROMOTIONAL
ACTIVITIES  WITH RESPECT TO ANY OF THE  FOREGOING,  AND LICENSEE  SHALL  DEFEND,
INDEMNIFY,  AND  HOLD  LICENSOR,  AND  ITS  OFFICERS,   DIRECTORS,  AGENTS,  AND
EMPLOYEES,   HARMLESS  AGAINST  ALL  COSTS,   EXPENSES,  AND  LOSSES  (INCLUDING
REASONABLE  ATTORNEY FEES AND COSTS)  INCURRED  THROUGH  CLAIMS OF THIRD PARTIES
AGAINST  LICENSOR BASED ON (A) THE PRODUCTION,  USE, OR SALE OF ANY PRODUCT,  OR
THE PRACTICE OF THE LICENSED  TECHNOLOGY OR PATENTS;  OR (B) ANY  ADVERTISING OR
OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING,.

       LICENSEE shall, throughout the Term of the Agreement, obtain and maintain
at its own cost and expense from a qualified  insurance  company  licensed to do
business  in  Louisiana  and having a Moody's  rating of B+ or better,  standard
Product  Liability  Insurance  naming  LICENSOR,  and its  officers,  directors,
employees, agents, and shareholders, as an additional insured. Such policy shall
provide protection against all claims, demands, and causes of action arising out
of any defects or failure to perform,  alleged or otherwise,  of the PRODUCTS or
any material  used in  connection  therewith  or any use thereof.  The amount of
coverage shall be a minimum of Two Million Dollars ($2,000,000)  combined single
limit,  with a  deductible  amount not to exceed One  Hundred  Thousand  Dollars
($100,000),  for each single  occurrence  for bodily  injury and/or for property
damage The policy shall provide for thirty (30) days notice to Licensor from the
insurer by registered or certified mail, return receipt requested,  in the event
of any modification,  cancellation,  or termination thereof.  LICENSEE agrees to
furnish  LICENSOR a certificate of insurance  evidencing  same within sixty (60)
days  after  execution  of this  Agreement  and,  in no  event,  shall  LICENSEE
manufacture,  distribute,  or sell the PRODUCTS  prior to receipt by LICENSOR of
such evidence of insurance.


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7.9    LICENSOR shall have the sole right to file,  prosecute,  and maintain all
of the PATENTS  that are the  property  of LICENSOR  and shall have the right to
determine  whether or not, and where, to file a patent  application,  to abandon
the  prosecution  of any patent or patent  application,  or to  discontinue  the
maintenance of any patent or patent application.

7.10   LICENSEE  shall  place in a  conspicuous  location  on  PRODUCTS a patent
notice in accordance with 35 U.S.C.  `287.  LICENSEE agrees to mark any products
made using a process  covered by any PATENT  with the number of each such patent
and,  with  respect to such  PATENTS,  to respond to any request for  disclosure
under 35 U. S.C.  `287(b)(4)(B)  by only  notifying  LICENSEE of the request for
disclosure.

       IN WITNESS  WHEREOF,  the parties,  intending to be legally  bound,  have
executed this Agreement as of the day and year first above written.

                                          KARTS INTERNATIONAL INCORPORATED
Attest:

________________________________          By:________________________________
Witness
                                                Chairman of the Board

                                          CHARLES BRISTER
Attest:


________________________________          By:________________________________
Witness                                         Charles Brister



                                      -10-

<PAGE>

                                   Appendix A

1.     In the event of an anticipated need for arbitration  under Paragraph 7.7,
the parties  agree that,  prior to  submitting  the  dispute to  arbitration,  a
preliminary attempt will be made to resolve the dispute in the following way;

       (a)    A designated  representative  of LICENSEE and LICENSOR  shall meet
and participate in a good faith discussion of the item(s) in dispute with a view
toward achieving a compromise resolution of such item(s). Both individuals shall
have sufficient  decision making authority to resolve the dispute.  In the event
that these two  individuals  agree upon a compromise  resolution  of the matter,
that resolution  shall be reduced to writing and signed by both  individuals and
the. decision shall be binding upon the Parties to the Agreement.

       (b)    In the event that the two  above-named  individuals  fail to reach
agreement  regarding how the disputed  item(s) should be resolved  within thirty
(30) days  after such  meeting,  then the matter  shall be  submitted  to formal
arbitration under Paragraph 7.7 of the Agreement and this Appendix A.

2.     If the  preliminary  attempt  to resolve  the  dispute  as  described  in
Paragraph 1 above fails, the two individuals shall attempt to agree upon a joint
statement  of the question at issue,  said  statement to define the scope of the
matter to be referred to arbitration.  The two individuals  shall also reduce to
writing their respective best proposals for resolution of the matter.

3.     In the event of an arbitration under Paragraph 7.7 and this Appendix A, a
single  arbitrator  shall be appointed  jointly by the parties.  The  arbitrator
shall be limited in the scope of his/her  powers in the  following  manner:  the
arbitrator  shall request a formal  written  proposal from each party to resolve
the dispute. Having received such written proposals, the arbitrator shall accept
one proposal or the other.  The arbitrator shall not be free to impose any other
decision upon the parties without the specific  written consent of both parties.
If the parties  are unable to agree upon the  appointment,  the sole  arbitrator
shall be chosen based upon the rules of and with  assistance  from, the American
Arbitration Association.

4.     The arbitrator shall not be free to refer matters,  including  matters of
law, to any court.

5.     In any  arbitration,  the decision of the arbitrator  shall be in writing
and shall be binding upon the parties to the  Agreement.  Such decision shall be
final and the  parties  shall have no form of appeal  from the  decision  of the
arbitrator.

6.     Prior  to  rendering  a  final  decision,  the  arbitrator  shall  call a
settlement  conference  with the  parties and attempt to mediate the dispute and
affect a  settlement.  If no  settlement  is  possible at such  conference,  the
arbitrator shall render the decision.

7.     Any arbitration hereunder shall take place in New Orleans, Louisiana.



                                      -11-

<PAGE>

                                   APPENDIX B

                   Schedule of Patents and Patent Applications

Patent/Application                 Title                         Date of Issue/
------------------                 -----                         --------------
      Number                                                         Filing
      ------                                                         ------
    6,112,714          Safety Fuel Tank And Filler Apparatus     Sept. 5, 2000
    09/452,653         Safety Fuel Tank And Filler Apparatus     Dec. 1, 1999
    09/655,033         Safety Fuel Tank And Filler Apparatus     Sept. 5, 2000
    PCT/US 00/24281    Safety Fuel Tank And Filler Apparatus     Sept. 1, 2000





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