FIRST AMENDMENT TO LOAN AGREEMENT


         THIS FIRST  AMENDMENT TO LOAN AGREEMENT  (this  "Amendment") is entered
into by and  between  KARTS  INTERNATIONAL  INCORPORATED,  a Nevada  corporation
("Borrower"),  USA Industries,  Inc., Kint,  L.L.C. and Brister's Thunder Karts,
Inc. (collectively the "Guarantors") and KBK FINANCIAL, INC. ("KBK").

          WHEREAS,  Borrower and KBK entered  into that  certain Loan  Agreement
 dated as of September 28, 1998, as amended from time to time (collectively, the
 "Loan Agreement"); and

         WHEREAS,  the Loan Agreement currently governs (i) a revolving accounts
receivable line of credit in the maximum amount of $1,000,000.00 provided by KBK
to Borrower,  as currently evidenced by that certain Revolving Credit Promissory
Note (Accounts  Receivable)  dated September 28, 1998 payable by Borrower to the
order of KBK in the stated principal  amount of $1,000,000.00  (the "A/R Note");
and  (ii) a  revolving  inventory  line  of  credit  in the  maximum  amount  of
$1,000,000.00  provided  by KBK to  Borrower,  as  currently  evidenced  by that
certain  Revolving Credit  Promissory Note (Inventory)  dated September 28, 1998
payable  by  Borrower  to the  order of KBK in the  stated  principal  amount of
$1,000,000.00 (the "INV Note"); and

          WHEREAS, the Loan Agreement,  the A/R Note, the INV Note and all other
documents evidencing, securing, governing, guaranteeing and/or pertaining to the
A/R Note and the INV Note are hereinafter  referred to collectively as the "Loan
Documents"; and

          WHEREAS, the parties hereto now desire to modify the Loan Agreement as
hereinafter provided;

           NOW,   THEREFORE,   in   consideration   of  the  mutual   covenants,
representations,  warranties,  and agreements  contained  herein,  and for other
valuable  consideration,  the receipt and legal  sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   Definitions

Section  1.01 The terms  used in this  Amendment  to the  extent  not  otherwise
defined herein shall have the same meanings as in the Loan Agreement.

                                   ARTICLE 11
                                   Amendments

Section 2.01  Effective  as of the date hereof,  the  following  definitions  as
defined in Section 1 of the Loan  Agreement are hereby amended in their entirety
to read as follows:


           " 'A/R/ Borrowing Base' shall mean an amount equal to 70% of Eligible
           Accounts 

           "Guarantors" means USA, BTK, Kint and Straight Line (whether one or 
           more).

           "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).

           "Straight Line" means Straight Line Manufacturing, Inc."

Section 2.02 Effective as of the date hereof,  the term  "Obligors",  as used in
the  definition  of  "Eligible  Accounts"  set  forth in  Section  1 of the Loan
Agreement, shall not include Straight Line.

Section  2.03  Effective  as of the date  hereof,  the 30 day  Clean  Up  Period
required in Subsection 2(b) of the Loan Agreement is hereby deleted.

Subsection  2.04  Effective as of the date hereof,  Subsection  3(b) of the Loan
Agreement is hereby amended in its entirety to read as follows:

           "(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  Borrower  raises  a  minimum  of
           $1,500,000.00  of new equity  between  March 1, 1999 and May 6, 1999,
           the  Contract  Rate (as defined in the Notes) shall be reduced to the
           Base Rate, plus three percent (3%)."

Section  2.05  Effective  as of the date  hereof,  the  first two  sentences  of
Subsection  6(b) of the Loan  Agreement are hereby  amended in their entirety to
read as follows:

           "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
           1/6% 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 1/6% of the INV Line of  Credit
           Amount."

Section  2.06  Effective  as of the  date  hereof,  Subsection  9(b) of the Loan
Agreement is hereby amended in its entirety to read as follows:

            "(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."


Section  2.07  effective  as of the  date  hereof,  Subsection  9(1) of the Loan
Agreement is hereby amended in its entirety to read as follows:



                                       1

<PAGE>

          "(1) Perpetual  Inventory  System.  USA must  have a tested  Perpetual
               Inventory  System in place covering all of their  inventory on or
               before June 30, 1999."

Section  2.08  Effective  as of the date  hereof,  Subsection  12(d) of the Loan
Agreement is hereby amended to require the Inventory Maintenance Certificate and
Inventory  Reports  required  therein to be  delivered  to KBK within  three (3)
Business Days after each week.

Section  2.09  Effective  as of the date  hereof,  Subsection  12(e) of the Loan
Agreement is hereby amended in its entirety to follows:

          "(e)  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 three (3) Business Days after the
          end of each week, in form and detail  satisfactory  to KBK;  provided,
          however,  until USA has a tested Perpetual  Inventory Systems in place
          covering  all of USA's  inventory,  USA is  required  to  deliver  its
          inventory listing within three (3) Business Days after each month."

Section 2. 10 Effective as of the date hereof,  Schedule A to the Loan Agreement
is hereby amended in its entirety to read as on Schedule A attached hereto.

Section 2.11  Effective as of the date hereof,  Schedule D to the Loan Agreement
is hereby amended in its entirety to read as on Schedule D attached hereto.

Section 2.12  Effective as of the date hereof,  Schedule E to the Loan Agreement
is hereby amended in its entirety to read, as on Schedule E attached hereto.


                                   ARTICLE III
                                      Note

Section 3.01  Contemporaneously  with the execution  hereof,  Borrower agrees to
execute and deliver to KBK a promissory  note (the  "Modified  A/R Note") in the
stated principal amount of $1,000,000.00,  in form and substance satisfactory to
KBK, in amendment and  modification  of the A/R Note. All  Collateral  currently
securing  the  A/R  Note  will   continue  to  secure  the  Modified  A/R  Note.
Contemporaneously  with the  execution  hereof,  Borrower  agrees to execute and
deliver  to KBK a  promissory  note (the  "Modified  INV  Note")  in the  stated
principal amount of $1,000,000.00, in form and substance satisfactory to KBK, in
amendment and  modification of the INV Note. All Collateral  currently  securing
the INV Note will continue to secure the Modified INV Note.


                                   ARTICLE IV
           Representations, Warranties, Ratification and Reaffirmation

Section  4.01  Borrower   hereby   represents   and  warrants   that:   (i)  the
representations  and  warranties  contained in the Loan  Agreement  are true and
correct  on and as of the  date  hereof  as  though  made on and as of the  date
hereof,  (ii) no event has occurred and is continuing that  constitutes an Event
of Default or would  constitute an Event of Default but for the  requirement  of
notice  or lapse of time or both,  and (iii)  there  are no  claims  or  offsets
against,  or defenses or counterclaims to, the Loan Documents,  the indebtedness
evidenced thereby or the liens securing same (including without limitation,  any
defenses or offsets resulting from or arising out of breach of contract or duty,
the amount of interest  charged,  collected  or  received on the Loan  Documents
heretofore, or breach of any commitments or promises of any type).

Section 4.02 The terms and provisions  set forth in this Amendment  shall modify
and  supersede  all  inconsistent  terms  and  provisions  set forth in the Loan
Agreement,  but except as expressly  modified and superseded by this  Amendment,
the terms and  provisions  of the Loan  Agreement are ratified and confirmed and
shall continue in full force and effect,  Borrower hereby agreeing that the Loan
Agreement and the other Loan Documents are and shall continue to be outstanding,
validly existing and enforceable in accordance with their respective terms.

Section  4.03  Guarantors  previously  executed  those  three  certain  guaranty
agreements  (collectively  the "Guaranty  Agreements")  each dated September 28,
1998,  for the  benefit of KBK to  unconditionally  guarantee  the  payment  and
performance by Borrower of certain  indebtedness owing to KBK described therein,
including without limitation, the indebtedness evidenced by the A/R Note and the
INV Note.  Guarantors,  by  executing  this  Amendment,  hereby  consent to this
Amendment and agree that,  notwithstanding the execution of this Amendment,  the
Modified A/R Note and the Modified INV Note, the Guaranty  Agreements  remain in
full force and effect and the  obligations  thereunder  remain valid and binding
against Guarantors with respect to the A/R Note and the INV Note, as amended and
modified  by the  Modified  A/R  Note,  the  Modified  INV  Note  and all  other
indebtedness guaranteed thereunder.  Guarantors acknowledge and agree that there
are no claims or offsets against, or defenses or counterclaims to, the terms and
provisions of the Guaranty  Agreements or the  obligations  created or evidenced
thereby.


                                    ARTICLE V
                                  Miscellaneous

Section 5.01 Each of the Loan  Documents is hereby amended so that any reference
in the Loan Documents to the Loan  Agreement  shall mean a reference to the Loan
Agreement as amended hereby.

Section  5.02  This  Amendment  may be  executed  simultaneously  in one or more
counterparts,  each of shall be deemed an  original,  but all of which  together
shall  constitute  one  and  the  same  instrument.   Delivery  of  an  executed
counterpart  of this  Amendment  by telecopy  shall be equally as  effective  as
delivery  of a  manually  executed  counterpart  of this  Amendment.  Any  party
delivering  an executed  counterpart  of this  Amendment by telecopy  also shall
deliver a manually  executed  counterpart  of this  Amendment but the failure to
deliver  a  manually  executed   counterpart  shall  not  affect  the  validity,
enforceability, and binding effect of this Amendment.

Section 5.03 The agreeemnt and this  Amendment have been entered into in Orleans
Parish,  Louisiana and shall be performable  for all purposes in Orleans Parish,
Louisiana.  THE AGREEEMNT, AS AMENDED HEREBY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE  WITH THE LAWS OF THE STATE OF LOUISIANA.  Courts within the State
of


                                       2


<PAGE>

Louisiana  shall have  jurisdiction  over any and all disputes  arising under or
pertaining to the Agreement,  as amended  hereby,  and venue in any such dispute
shall be the courts located in Orleans Parish, Louisiana.

Section 5.04 This Amendment shall not become effective until executed by KBK.


          EXECUTED as of March 8, 1999.
                                               BORROWER:
                                               KARTS INTERNATIONAL INCORPORATED

                                               By: /s/ Charles Brister
                                                   ----------------------
                                               Name: Charles Brister 
                                               Title: President & C.E.O.
                                               
                                               GUARANTORS:
               
                                               USA INDUSTRIES, INC.

                                               By: /s/ Charles Brister    
                                                   ---------------------- 
                                               Name: Charles Brister
                                               Title: President & C.E.O.

                                               BRISTER'S THUNDER KARTS, INC.

                                               By: /s/ Charles Brister    
                                                   ---------------------- 
                                               Name: Charles Brister 
                                               Title: President & C.E.O.

                                               KINT, L.L.C.

                                               By: /s/ Charles Brister    
                                                   ---------------------- 
                                               Name: Charles Brister 
                                               Title: President & C.E.O.


                                               KBK:
                                               KBK FINANCIAL, INC.
                                               By:
                                               Name: Jeff Kassing
                                               Title: Senior Vice President & 
                                                      General Counsel














                                       3

<PAGE>

<TABLE>

<CAPTION>

                                   SCHEDULE A
                               TO LOAN AGREEMENT
                            Dated September 28, 1998
                                 BY AND BETWEEN
                              KBK FINANCIAL, INC.
                                      AND
                        KARTS INTERNATIONAL INCORPORATED

                   ACCOUNTS RECEIVABLE BORROWING BASE REPORT
<S>                                                                                 <C>    <C>

Borrower                                                                            Date
                    
KARTS INTERNATIONAL INCORPORATED
                        Activity                                                            Amount
1.  Gross Accounts as of last report
2.  Add: Gross Sales since last report (Per attached Sales Journal)           (+)
3.  Deduct: Collections since last report (Per attached Collection Journal)   (-)
4.          Debit Memos                                                       (-)
5.          Dilutive Credit Memos                                             (-)
6.          Credit Adjustments                                                (-)
7.  Gross Accounts as of this report                                          (=)
8.  Deduct: Ineligible Accounts (Per Attached)                                (-)
9.  Eligible Accounts as of this report                                       (=)
10. Lesser of (i) A/R Borrowing Base (line 9 x 70%), or (ii) $1,000,000.00

11. Beginning Principal Balance (Ending Principal Balance as of last report)
12. Deduct: Collections since last report (same as line 3)                    (-)
13. Principal Balance before any advance under this report                    (=)
14. Availability (line 10 less line 13)
15. Deduct Advance: Advance Requested                                         (-)
16.                 Advance for Fees, Interest and Expenses                   (-)
17. Remaining Availability                                                    (=)

18. Ending Principal Balance (sum of lines 13, 15 and 16)
</TABLE>

The undersigned,  as an authorized officer of Karts  International  Incorporated
("Borrower"), USA Industries, Inc., Brister's Thunder Karts, Inc., KINT, L.L.C.,
and Straight Line Manufacturing,  Inc. (collectively, the "Guarantors") presents
this Report to K.BK Financial, Inc. ("KBK") in accordance with the terms of that
certain Loan Agreement  dated  September 28, 1998 between  Borrower and KBK (the
"Loan  Agreement")  and represents and warrants to KBK that, with respect to the
Eligible Accounts (as such term is defined in the Loan Agreement)  identified on
this  Report  such  accounts  (i) arise from the bona fide sales of  products or
billings for services of an Obligor (as defined in the Loan  Agreement)  and are
obligations of an Obligor's customers, payable at full value, (ii) all goods and
materials have been received by each of such customers or all services completed
to each of  customer's  satisfaction,  (iii)  the  goods  or  services  meet the
requirements of such customers (as to quality,  quantity,  delivery  timeliness,
etc.),  (iv) are not subject to any known  offsets,  disputes or  counterclaims,
except as disclosed  to KBK in writing,  (v) are not 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 (vi) remain unpaid as of the date hereof.
Borrower  also  represents  and  warrants  to KBK that no Event of  Default  has
occurred  under the Loan  Agreement or any other Loan Documents (as such term is
defined in the Loan Agreement) and all representations and warranties  contained
in the Loan  Agreement  and all other Loan  Documents are true and correct as of
the date hereof.

BORROWER:

KARTS INTERNATIONAL INCORPORATED

By:  ______________________________
Name:       Charles Brister
Title:     President & C.E.O.

GUARANTORS:

USA INDUSTRIES, INC.                              BRISTER'S THUNDER KARTS, INC. 
By:                                               By:                        
Name:                                             Name:                   
Title:                                            Title:  

KINT, L.L.C.
By: Name:
Title:




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<PAGE>

                             
<TABLE>

<CAPTION>

                                   SCHEDULE D
                                TO LOAN AGREEMENT
                             Dated September 28,1998
                                 BY AND BETWEEN
                               KBK FINANCIAL, INC.
                                       AND
                         KART INTERNATIONAL INCORPORATED

------------------------------------------------------------------------------------------
<S>                                                                             <C>         <C>

                                INVENTORY REPORT
                        OF BRISTER'S THUNDER KARTS, INC.
                                                                                            Financial Statement
Report#_________________                                     Date:
  1.  INVENTORY
      a. Raw Materials
      b. Work in Process
      C. Finished Goods
------------------------------------------------------------------------------------------
  2.  TOTAL GROSS INVENTORY Per This Certificate      (Sum of all lines in Section 1 above)
-------------------------------------------------------------------------------------------
  3.  INELIGIBLE INVENTORY
------------------------------------------------------------------------------------------
      a. Raw Materials
      b. Work In Process
      C. Finished Goods

------------------------------------------------------------------------------------------
  4.  TOTAL ELIGIBLE RAW MATERIAL INVENTORY Per This Certificate     (Line la less Line 3a)
------------------------------------------------------------------------------------------
  5.  ADVANCE RATE FOR ELIGIBLE RAW MATERIALS INVENTORY                                            50%
------------------------------------------------------------------------------------------------------
  6.  AVAILABILITY PER RAW MATERIALS INVENTORY                (Line 4 multiplied by Line 5)
------------------------------------------------------------------------------------------------------
  7.  TOTAL ELIGIBLE FINISHED GOODS INVENTORY                        (Line 1c less Line 3c)
------------------------------------------------------------------------------------------------------
  8.  ADVANCE RATE FOR ELIGIBLE FINISHED GOODS INVENTORY                                           50%
------------------------------------------------------------------------------------------------------
  9.  AVAILABILITY PER FINISHED GOODS INVENTORY               (Line 7 multiplied by Line 8)
------------------------------------------------------------------------------------------------------
  10. TOTAL AVAILABILITY                                             (Sum of Lines 6 and 9)
------------------------------------------------------------------------------------------------------
</TABLE>

The  undersigned,  _______________________  does hereby  certify that he/she has
made a thorough  inquiry into all matters  certified  herein and based upon such
inquiry does hereby certify to KBK Financial, Inc. ("KBK") as follows:

     1.  He/She  is duly  elected,  qualified  and  acting  ________________  of
     ______________. of
     2. This Certificate is being   submitted to  KBK pursuant  to that certain
        Loan Agreement  dated  September 28, 1998  between  Karts  International
        Incorporated and KBK (as from time to time  as supplemented  or amended,
        the "Loan  Agreement").  Terms used  or  not  otherwise  defined  herein
        shall have the meanings assigned to them in the Loan Agreement.
     3. All  information  contained  in this  Certificate  is true,  correct and
        completed.

          IN WITNESS  HEREOF,  this instrument is executed by the undersigned as
of 19______.

                                              BRISTER'S THUNDER KARTS, INC.
                                              By:
                                              Name:
                                              Title:











                                       5



<PAGE>

<TABLE>

<CAPTION>

                                   SCHEDULE E
                                TO LOAN AGREEMENT
                             Dated September 28,1998
                                 BY AND BETWEEN
                               KBK FINANCIAL, INC.
                                       AND
                         KART INTERNATIONAL INCORPORATED

------------------------------------------------------------------------------------------
<S>                                                                             <C>         <C>

                                INVENTORY REPORT
                        OF BRISTER'S THUNDER KARTS, INC.
                                                                                            Financial Statement
Report#_________________                                                                    Date:
  1.  INVENTORY
      a. Raw Materials
      b. Work in Process
      C. Finished Goods
------------------------------------------------------------------------------------------
  2.  TOTAL GROSS INVENTORY Per This Certificate      (Sum of all lines in Section 1 above)
-------------------------------------------------------------------------------------------
  3.  INELIGIBLE INVENTORY
------------------------------------------------------------------------------------------
      a. Raw Materials
      b. Work In Process
      C. Finished Goods

------------------------------------------------------------------------------------------
  4.  TOTAL ELIGIBLE RAW MATERIAL INVENTORY Per This Certificate     (Line la less Line 3a)
------------------------------------------------------------------------------------------
  5.  ADVANCE RATE FOR ELIGIBLE RAW MATERIALS INVENTORY                                            50%
------------------------------------------------------------------------------------------------------
  6.  AVAILABILITY PER RAW MATERIALS INVENTORY                (Line 4 multiplied by Line 5)
------------------------------------------------------------------------------------------------------
  7.  TOTAL ELIGIBLE FINISHED GOODS INVENTORY                        (Line 1c less Line 3c)
------------------------------------------------------------------------------------------------------
  8.  ADVANCE RATE FOR ELIGIBLE FINISHED GOODS INVENTORY                                           50%
------------------------------------------------------------------------------------------------------
  9.  AVAILABILITY PER FINISHED GOODS INVENTORY               (Line 7 multiplied by Line 8)
------------------------------------------------------------------------------------------------------
  10. TOTAL AVAILABILITY                                             (Sum of Lines 6 and 9)
------------------------------------------------------------------------------------------------------
</TABLE>

The  undersigned,  _______________________  does hereby  certify that he/she has
made a thorough  inquiry into all matters  certified  herein and based upon such
inquiry does hereby certify to KBK Financial, Inc. ("KBK") as follows:

     1.  He/She  is duly  elected,  qualified  and  acting  ________________  of
     ______________. of
     2. This Certificate is being   submitted to  KBK pursuant  to that certain
        Loan Agreement  dated  September 28, 1998  between  Karts  International
        Incorporated and KBK (as from time to time  as supplemented  or amended,
        the "Loan  Agreement").  Terms used  or  not  otherwise  defined  herein
        shall have the meanings assigned to them in the Loan Agreement.
     3. All  information  contained  in this  Certificate  is true,  correct and
        completed.

          IN WITNESS  HEREOF,  this instrument is executed by the undersigned as
of 19______.

                                              BRISTER'S THUNDER KARTS, INC.
                                              By:
                                              Name:
                                              Title:











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