EXHIBIT 10.63


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                            STOCK PURCHASE AGREEMENT

                                  by and among

                        KARTS INTERNATIONAL INCORPORATED

                                       and

                            THE SCHLINGER FOUNDATION





                          Dated as of November 28, 2000


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1. DESCRIPTION OF TRANSACTION..........................................3

         1.1      Description of Securities....................................3
         1.2      Closing......................................................3
         1.3      Conditions to Closing........................................3
         1.4      Definitions..................................................4

SECTION 2. REPRESENTATIONS OF THE COMPANY......................................6

         2.1      Corporate Power..............................................6
         2.2      Governmental Authorizations, Third Party Consents............6
         2.3      Authorization................................................6
         2.4      Capitalization...............................................7
         2.5      Preemptive Rights, Registration Rights.......................7
         2.6      Effect of Transactions.......................................7
         2.7      Brokerage....................................................8
         2.8      Disclosure...................................................8

SECTION 3. REPRESENTATIONS OF THE INVESTORS....................................8

         3.1      Authorization................................................8
         3.2      Restrictions on Transferability..............................9
         3.3      Status of Investor...........................................9
         3.4      Brokerage....................................................9
         3.5      Own Account..................................................9
         3.6      Governmental Authorizations, Third Party Consents...........10
         3.7      Effect of Transactions......................................10
         3.8      Consent of Investor.........................................10

SECTION 4. COVENANTS OF THE COMPANY...........................................10

         4.1      Use of Proceeds.............................................10
         4.2      Restricted Corporate Actions................................10
         4.3      Board of Directors..........................................12
         4.4      Preservation of Corporate Existence and Property............12
         4.5      Shareholder and Director Information........................12
         4.6      Liability Insurance.........................................12
         4.7      No Impairment...............................................12
         4.8      Increase Authorized Shares of Common Stock..................12
         4.9      Bylaws......................................................13
         4.10     Compliance..................................................13
         4.11     Rule 144A Information.......................................13
         4.12     Brokerage...................................................13


                                      -i-

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SECTION 5. GENERAL............................................................13

         5.1      Amendments, Waivers and Consents............................13
         5.2      Survival, Assignability of Rights...........................14
         5.3      Rights of Investor Inter Se.................................14
         5.4      Headings....................................................14
         5.5      Governing Law...............................................14
         5.6      Notices and Demands.........................................14
         5.7      Severability................................................14
         5.8      Expenses....................................................15
         5.9      Entire Agreement............................................15
         5.10     Counterparts................................................15


                             SCHEDULES AND EXHIBITS
                             ----------------------

Schedule 2.3  -    Authorization
Schedule 2.4  -    Capitalization

Schedule 2.5  -    Preemptive Rights; Registration Rights
Schedule 2.7  -    Brokerage
Schedule 4.1  -    Use of Proceeds
Schedule 4.2  -    Restricted Corporate Actions






                                      -ii-

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                            STOCK PURCHASE AGREEMENT
                            ------------------------

         Karts International Incorporated,  a Nevada corporation (the "Company")
and The Schlinger  Foundation (the  "Investor"),  enter into this Stock Purchase
Agreement, dated November 28, 2000 (this "Agreement ").

                                   SECTION 1.
                           DESCRIPTION OF TRANSACTION
                           --------------------------

         1.1  Description of Securities.  The Company has furnished the Investor
with  financial  and  nonfinancial  information  concerning  the Company and its
assets, liabilities,  condition (financial and otherwise),  operations, business
and prospects. Based on such information, the representations and warranties set
forth  herein and the other  terms and  provisions  hereof,  the  Investor  will
purchase 14,667 shares of Series B Preferred  Stock, par value $0.001 per share,
of the Company (the "Series B  Preferred"),  for an aggregate  purchase price of
$1,100,000, all on the terms and subject to the conditions set forth herein.

         1.2 Closing.  The closing (the  "Closing')  of the sale of the Series B
Preferred  will take place at the  offices of Jackson  Walker  L.L.P.,  901 Main
Street,  Suite 6000,  Dallas,  Texas 75202,  at 10:00 a.m.,  on the date of this
Agreement,  or such other time and place as agreed to by the parties hereto (the
"Closing  Date").  At the  Closing,  the Company  will  deliver to the  Investor
certificates representing the shares of Series B Preferred being acquired by the
Investor on the Closing Date upon payment of the purchase  price by the Investor
to the Company of immediately available funds by wire transfer, or by other form
of payment  acceptable to the Company.  In addition,  at the Closing the Company
shall deliver to the Investors  payment for the expenses of the Investor and its
counsel,  to the extent  such  expenses  are  reimbursable  by the  Company,  as
provided in Section 5.8 below. As of the Closing Date, the Company  acknowledges
that it has  previously  received  from the Investor  $1,100,000 of the purchase
price for the Series B Preferred Stock.

         1.3  Conditions to Closing.  The obligation of the Investor to purchase
and pay for the  Series B  Preferred  to be  purchased  by the  Investor  on the
Closing Date is subject to the satisfaction, at or prior to the Closing, of each
of the following conditions:

                  (a) all  representations  of the Company to the Investor shall
         be true, correct and complete as of the Closing Date;

                  (b)  there  shall  be  no  change  in  the  business,  assets,
         financial condition, operation and results of operations of the Company
         since September 30, 2000,  which,  in the Investor's sole judgment,  is
         materially adverse to the Company;

                  (c) the Investor,  through its personnel and  representatives,
         shall have  completed and been  satisfied with the results of their due
         diligence review of the Company's business; and

                  (d) the Company shall have delivered to the Investor:

STOCK PURCHASE AGREEMENT - Page 3

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                           (i) (A) copies of the  resolutions  of the  Company's
                  Board of Directors  authorizing  and approving  this Agreement
                  and all of the transactions and agreements contemplated hereby
                  and  thereby,   including  a  copy  of  the   Certificate   of
                  Designation  for the  Series B  Preferred  Stock;  and (B) the
                  names of the officer or officers of the Company  authorized to
                  execute this Agreement and any and all  documents,  agreements
                  and  instruments  contemplated  herein,  all  certified by the
                  Secretary of the Company to be true, correct,  complete and in
                  full force and effect and unmodified as of the Closing Date;

                           (ii) a certificate  of existence for the Company from
                  the Secretary of State of Nevada has previously been delivered
                  to the Investor;

                           (iii) a certificate of account status for the Company
                  from the  Comptroller  of the State of Nevada  has  previously
                  been delivered to the Investor;

                           (iv)  certificates  from each state where the Company
                  is required to be qualified as a foreign  corporation  showing
                  such  qualification  has  previously  been  delivered  to  the
                  Investor; and

                           (v)   such   other   documents,    instruments,   and
                  certificates as the Investor may reasonably request.

         1.4 Definitions.  As used in this Agreement,  the following terms shall
have the meanings set forth below:

                  "Articles  of  Incorporation"   shall  mean  the  Articles  of
         Incorporation of the Company, as amended to date.

                  "Bylaws"  shall mean the Bylaws of the Company,  as amended to
         date.

                  "Certificate"  shall mean the  Certificate of Designation  for
         the Series B  Preferred  Stock as filed with the  Nevada  Secretary  of
         State on October 6, 2000.

                  "Common  Stock" shall mean the common stock,  par value $0.001
         per share, of the Company.

                  "Compensation Committee" shall mean the Compensation Committee
         of the Board of Directors of the Company.

                  "Conversion  Shares" shall mean any  securities of the Company
         issued or issuable upon conversion of the Series B Preferred.

                  "Employee  Benefit  Plans" shall mean  employee  benefit plans
         within Section 3(3) of ERISA.

                  "ERISA" shall mean the Employee Retirement Income Security Act
         of 1974, as amended.


STOCK PURCHASE AGREEMENT - Page 4

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                  "Existing  Preferred  Shares"  shall  mean  the  Company's  9%
         Convertible  Preferred  Stock,  Series A  Preferred  Stock and Series B
         Preferred Stock outstanding on the date of this Agreement.

                  "GAAP" shall mean  generally  accepted  accounting  principles
         consistently applied.

                  "New Securities" shall mean any shares of capital stock of the
         Company,  including  Common  Stock and any series of  Preferred  Stock,
         whether  now  authorized  or not,  and  rights,  options or warrants to
         purchase said shares of Common Stock or Preferred Stock, and securities
         of any type  whatsoever  that are, or may become,  convertible  into or
         exchangeable  for said  shares  of  Common  Stock or  Preferred  Stock.
         Notwithstanding  the foregoing,  "New  Securities" does not include (i)
         the  Conversion  Shares,  (ii)  Common  Stock  offered  to  the  public
         generally pursuant to a registration statement under the Securities Act
         in connection with a Qualified Public Offering, (iii) securities issued
         or sold in connection with stock options granted under the Stock Option
         Plan or any other Stock Option Plan  approved by the  shareholders  and
         Board of Directors of the Company, including,  without limitation, upon
         exercise of presently outstanding stock options, net of repurchases and
         cancellations and expirations (without exercise) of such options,  (iv)
         stock  issued in  connection  with any stock split,  stock  dividend or
         recapitalization  by the Company,  (v) stock issued in connection  with
         any merger or acquisition  approved by the Investor,  (vi) Common Stock
         issued as a  dividend  or upon  conversion  of the  Company's  Existing
         Preferred  Shares or (vii)  Common  Stock  issued upon the  exercise of
         warrants of the Company outstanding at the date of this Agreement.

                  "Preferred  Stock" shall mean the preferred  stock,  par value
         $0.001  per share,  of the  Company,  which  consists  of the  Existing
         Preferred Shares.

                  "Pro Rata Share"  shall mean the ratio that (i) the sum of the
         total  number  of shares  of  Common  Stock  which are then held by the
         Investor and those which the Investor has the right to obtain  pursuant
         to exercise or conversion of any option,  warrant, right or convertible
         security  (including the Existing  Preferred  Shares) bears to (ii) the
         sum of the total number of shares of Common Stock then  outstanding and
         which are  issuable  pursuant  to exercise  or  conversion  of any then
         outstanding  options,   warrants,   rights  or  convertible  securities
         (including the Existing Preferred Shares).

                  "Requisite  Interest" shall mean the vote of the holders of at
         least a majority of the then outstanding Series B Preferred (including,
         for such purposes, any Conversion Shares into which any of the Series B
         Preferred have been converted that have not been sold to the public).

                  "Securities"  shall mean the equity securities of the Company,
         including  any  class or  series  of  Preferred  Stock,  Common  Stock,
         instruments convertible or exchangeable into such securities, or rights
         to acquire such securities.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
         amended.


STOCK PURCHASE AGREEMENT - Page 5

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                  "Series B Preferred"  shall mean the Series B Preferred Stock,
         $0.001 par value per share, of the Company.

                  "Stock  Option  Plan"  shall mean the 1998 Stock  Compensation
         Plan of Karts  International  Incorporated  as it exists on the date of
         this Agreement and the 2000 Stock Compensation Plan which is subject to
         stockholder  approval at the Annual Meeting of  Stockholders to be held
         on December 12, 2000.

                  "Subsidiary"  shall mean any corporation,  partnership,  joint
         venture,  limited  liability company or other legal entity in which the
         Company owns, directly or indirectly, an equity interest.

                  "To the best  knowledge of the Company" shall mean those facts
         after  due  inquiry  that are  actually  known by the  officers  of the
         Company.

                                   SECTION 2.
                         REPRESENTATIONS OF THE COMPANY
                         ------------------------------

         As part of the basis of this Agreement,  the Company hereby  represents
and warrants to the Investor, at the Closing Date, that:

         2.1 Corporate Power. The Company and the Subsidiaries have all required
corporate power and authority to own their respective properties and to carry on
their  respective  businesses  as  presently  conducted  and as  proposed  to be
conducted. The Company has all required corporate power and authority to execute
and deliver this  Agreement and the other  agreements  contemplated  herein,  to
issue and sell the Series B Preferred hereunder, to issue shares of Common Stock
upon  conversion  of the Series B Preferred,  and to carry out the  transactions
contemplated by this Agreement and the other agreements  contemplated herein. At
the Closing,  true, correct and complete copies of the Articles of Incorporation
and Bylaws of the Company, as amended, shall be delivered to the Investor.

         2.2  Governmental  Authorizations,  Third Party Consents.  No approval,
consent, exemption,  authorization,  or other action by, or notice to, or filing
with,  any  governmental   authority  or  any  other  individual,   corporation,
partnership,  trust, incorporated or unincorporated association,  joint venture,
joint stock company,  government (or an agency or political subdivision thereof)
or other  entity of any kind is  necessary  or required in  connection  with the
execution,  delivery or  performance  by the Company of this  Agreement,  or any
other documents executed pursuant to this Agreement,  other than as specifically
required by this Agreement,  the filing of a registration  statement pursuant to
the  Amended  Registration  Rights  Agreement,  the  filing of a Form D with the
Securities and Exchange  Commission and filings  required under applicable state
securities or "blue sky" laws.

         2.3  Authorization.  Except as indicated  on Schedule  2.3 hereof,  all
corporate  action on the part of the Company,  its  directors  and  shareholders
necessary for (a) the authorization, execution, delivery and performance of this
Agreement and the other agreements  contemplated herein by the Company,  (b) the
authorization,  sale, issuance and delivery of the Series B Preferred (including
the  Conversion  Shares)  and  (c)  the  performance  of all  of  the  Company's
obligations  hereunder and under the other  agreements  contemplated  herein has
been taken. This Agreement and all documents executed pursuant to this Agreement
are valid and binding obligations of the Company, enforceable according to their
terms,  except  as may be  limited  by (i)  applicable  bankruptcy,  insolvency,
reorganization  or other  similar  laws of general  application  relating  to or
affecting the enforcement of creditor rights,  (ii) laws and judicial  decisions
regarding  indemnification  for violations of federal securities laws, (iii) the
availability of specific performance or other equitable remedies,  and (iv) with
respect  to  any  indemnification   agreements  set  forth  herein  or  therein,
principles of public policy.


STOCK PURCHASE AGREEMENT - Page 6

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         2.4  Capitalization.  The  authorized  and issued  capital stock of the
Company is as set forth in Schedule 2.4. All of the presently outstanding shares
of capital stock of the Company have been validly  authorized and issued and are
fully  paid  and  nonassessable.  The  Series  B  Preferred  have  been  validly
authorized and, when delivered and paid for pursuant to this Agreement,  will be
validly issued,  fully paid and  nonassessable  and free of all encumbrances and
restrictions,  except restrictions on transfer imposed by applicable federal and
state  securities laws and the Certificate.  The relative  rights,  preferences,
restrictions and other provisions  relating to the Series B Preferred are as set
forth in the Certificate. The Company does not have sufficient authorized shares
of its Common Stock  available  for  issuance  upon  conversion  of the Series B
Preferred Stock. The Company has agreed to seek approval of its stockholders for
the increase of the  Company's  authorized  shares of Common Stock to 90 million
shares at the Annual  Meeting of  Stockholders  to be held on December 12, 2000.
After  such  stockholder  approval  has been  obtained,  the  Company  will have
authorized  and reserved for issuance upon  conversion of the Series B Preferred
not less than 3,000,000  shares of its Common Stock,  and the Conversion  Shares
will be,  when and if issued,  validly  authorized  and  issued,  fully paid and
nonassessable,   and  free  of  all   encumbrances  and   restrictions,   except
restrictions on transfer imposed by applicable federal and state securities laws
and the  Articles of  Incorporation.  Except as provided  in Schedule  2.4,  the
Company has not issued any other  shares of its  capital  stock and there are no
outstanding options,  warrants,  subscriptions or other rights or obligations to
purchase  or  acquire  any  of  such  shares,  nor  any  outstanding  securities
convertible  into or  exchangeable  for such  shares.  Except  as  disclosed  on
Schedule 2.4 or as contemplated  under this Agreement (and the other  agreements
executed in connection  herewith),  there are no agreements to which the Company
is a party or has  knowledge  regarding the  issuance,  registration,  voting or
transfer  of or  obligation  (contingent  or  otherwise)  of the  Company or any
Subsidiary  to  repurchase  or otherwise  acquire or retire or redeem any of its
outstanding  shares of capital stock. No dividends are accrued but unpaid on any
capital stock of the Company.

         2.5 Preemptive  Rights,  Registration  Rights.  There are no preemptive
rights affecting the issuance or sale of the Company's capital stock.  Except as
disclosed in Schedule 2.5, the Company is not under any  contractual  obligation
to  register  (in  compliance  with the  filing  requirements  and being  deemed
effective under the Securities Act) any of its presently outstanding  Securities
or any of its Securities  which may hereafter be issued,  except as described in
the Amended Registration Rights Agreement.

         2.6 Effect of  Transactions.  The  Company's  execution and delivery of
this Agreement and the other agreements  contemplated herein, its performance of
the  transactions  contemplated  by  this  Agreement  and the  other  agreements
contemplated  herein,  and the  performance of the businesses of the Company and
each Subsidiary as now conducted, does not and will not violate any terms of the
Articles of Incorporation or Bylaws or violate any judgment, decree or order, or
any material  contract or obligation of the Company or such  Subsidiary,  as the
case may be, or any statute,  rule or regulation of any federal,  state or local
government or agency  applicable to the Company or any such  Subsidiary,  or any
material  contract to which any  employee of the  Company or any  Subsidiary  is
bound.  The offer and sale of the Series B Preferred will be in compliance  with
all federal and state securities  laws. No consent,  approval or filing with any
regulatory  agency is required to be taken by the Company or any  Subsidiary  in
connection with the  transactions  contemplated by this Agreement,  except those
which the Company or such  Subsidiary  has obtained or made in a timely  manner,
except for any filing of Form D or any applicable state blue sky filing that may
be made by the Company after the Closing.


STOCK PURCHASE AGREEMENT - Page 7

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         2.7 Brokerage.  Except as provided in Schedule 2.7, there are no claims
for brokerage  commissions,  finder's fees or similar compensation in connection
with the transactions contemplated by this Agreement based on any arrangement or
agreement made by the Company or any Subsidiary.

         2.8 Disclosure.  This Agreement and the exhibits and schedules  hereto,
when taken as a whole with other  documents  and  certificates  furnished by the
Company and any Subsidiary to the Investors or their counsel, do not contain any
untrue  statement of material fact or omit any material fact  necessary in order
to make  the  statements  therein  not  misleading;  provided,  however  certain
materials  provided to the Investor contain  projections and estimates of future
events,  and such  projections  and  estimates  have  been  based  upon  certain
assumptions  that  management of the Company and the  Subsidiaries  made in good
faith and believed were  reasonable at the time such  materials  were  prepared.
There  is no fact  known  to the  Company,  any  Subsidiary  that  has not  been
disclosed to the Investors  prior to the date of this Agreement that  materially
and adversely affects the business, assets,  properties,  prospects or condition
(financial or otherwise) of the Company or its  Subsidiaries,  taken as a whole,
or the ability of the Company or any  Subsidiary to perform under this Agreement
or the other  agreements  contemplated  hereby or to consummate the transactions
contemplated hereby or thereby.

                                   SECTION 3.
                        REPRESENTATIONS OF THE INVESTORS
                        --------------------------------

         As part of the basis of this Agreement,  the Investor hereby represents
to the Company, at the Closing Date, that:

         3.1  Authorization.  The execution of this  Agreement and the documents
executed by the Investor  pursuant to this Agreement have been authorized by all
necessary action on the part of the Investor,  have been executed and delivered,
and constitute valid, legal, binding and enforceable agreements of the Investor,
except  as  may  be   limited   by  (a)   applicable   bankruptcy,   insolvency,
reorganization  or other  similar  laws of general  application  relating  to or
affecting the enforcement of creditor  rights,  (b) laws and judicial  decisions
regarding  indemnification  for violations of federal  securities  laws, (c) the
availability of specific  performance or other equitable remedies,  and (d) with
respect  to  any  indemnification   agreements  set  forth  herein  or  therein,
principles of public policy.


STOCK PURCHASE AGREEMENT - Page 8

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         3.2  Restrictions on  Transferability.  The Investor  understands  that
because the Series B Preferred  have not been,  and the  Conversion  Shares when
issued  will not have  been,  registered  under the  Securities  Act,  it cannot
dispose of any or all of the Series B Preferred or Conversion Shares unless they
are  subsequently  registered  under  the  Securities  Act  or  exemptions  from
registration are available.  The Investor  understands that no public market now
exists for any of the  Securities  issued by the Company,  except for the Common
Stock of the Company,  and that there is no assurance  that a public market will
ever exist for the Series B Preferred. The Investor acknowledges and understands
that, except as provided in the Amended Registration Rights Agreement, it has no
registration  rights.  Although it may be possible in the future to make limited
public  sales  of the  Series  B  Preferred  and/or  Conversion  Shares  without
registration  under the Securities  Act, Rule 144 is not now available and there
is no assurance  that it will become  available  for any  purpose.  By reason of
these restrictions, the Investor understands that it may be required to hold the
Series B Preferred  and/or the  Conversion  Shares for an  indefinite  period of
time.  The  Investor  agrees  that  in no  event  will  it  make a  transfer  or
disposition of any of the Series B Preferred (or the  Conversion  Shares) unless
and until,  if  requested  by the  Company,  at the  expense of the  Investor or
transferee,  it shall  have  furnished  to the  Company an opinion of counsel or
other evidence,  reasonably satisfactory to the Company, to the effect that such
transfer maybe made without  registration under the Securities Act. The Investor
understands  that each  certificate  representing  the  Series B  Preferred  and
Conversion  Shares will bear  appropriate  state "blue sky" legends and a legend
substantially as follows:

                THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT
                BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
                AMENDED.  THESE  SHARES  MAY NOT BE SOLD,  MORTGAGED,
                PLEDGED,   HYPOTHECATED   OR  OTHERWISE   TRANSFERRED
                WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT FOR SUCH
                SHARES UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,
                OR UNLESS  SUCH SALE OR  TRANSFER  IS EXEMPT FROM THE
                REGISTRATION AND PROSPECTUS DELIVERY  REQUIREMENTS OF
                SUCH ACT.

         3.3 Status of Investor.  The Investor is knowledgeable  and experienced
in making  venture  capital  investments,  and able to bear the economic risk of
loss of its investment in the Company. The Investor is an "accredited investor,"
as that term is defined  in Rule 501 (a) of  Regulation  D under the  Securities
Act.

         3.4 Brokerage. There are no claims for brokerage commissions,  finder's
fees or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by the Investor.

         3.5 Own Account. The Investor is acting on its own behalf in connection
with the  investigation  and  examination  of the  Company  and its  decision to
execute these  documents.  Investor has received (i) the Company's annual report
filed with the SEC on Form 10-K for the year ended  December 31, 1999,  (ii) the
Company's  quarterly  reports  filed with the SEC on Form 10-Q for the  quarters
ended March 31 and June 30, 2000, and (iii) such other information regarding the
Company as has been requested by the Investor or its representatives.


STOCK PURCHASE AGREEMENT - Page 9

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         3.6 Governmental  Authorizations,  Third Party Consents. Based upon the
information  provided to the  Investor by the  Company,  no  approval,  consent,
exemption,  authorization, or other action by, or notice to, or filing with, any
governmental authority or any other individual, corporation, partnership, trust,
incorporated or unincorporated association,  joint venture, joint stock company,
government  (or an agency or political  subdivision  thereof) or other entity of
any kind is  necessary  or  required  by the  Investor  in  connection  with the
execution,  delivery and performance by the Investor of this  Agreement,  or any
other documents executed pursuant to this Agreement; provided, however, that the
Investor makes no  representations  with respect to applicable  federal or state
securities  laws;  and  provided,  further,  however,  that any liability of the
Investor resulting from a breach of this representation  shall be limited to the
aggregate  purchase  price  paid by the  Investor  for the  Series  B  Preferred
purchased hereunder.

         3.7 Effect of  Transactions.  The  Investor's  execution,  delivery and
performance  of this  Agreement and the other  agreements  contemplated  by this
Agreement will not violate any terms of its organizational  documents or, to its
knowledge,  violate any judgment,  decree or order, or any material  contract or
obligation  of the Investor or any statute,  rule or  regulation of any federal,
state or local government or agency applicable to the Investor.

         3.8 Consent of Investor. Investor hereby consents as required under the
Stock Purchase  Agreement  dated May 17, 2000 and the Stock  Purchase  Agreement
dated  October 9, 2000 between the Company and Investor to the  amendment of the
Company's  Articles of Incorporation  increasing the authorized shares of common
stock of the  Company  from  35,000,000  shares  to  90,000,000  shares  and the
issuance by the Company of the Series B Preferred Stock.

                                   SECTION 4.
                            COVENANTS OF THE COMPANY
                            ------------------------

         The Company hereby covenants that, except as otherwise  provided below,
for so long as the Investor holds any of the Series B Preferred that:

         4.1 Use of Proceeds.  The Company  shall use the net proceeds  from the
sale of the Series B Preferred for the purposes set forth on Schedule 4.1. It is
the intention of the Company and the Subsidiaries to conduct their businesses in
accordance with the current  business plan of the Company,  which has previously
been delivered to the Investor.

         4.2 Restricted  Corporate  Actions.  The Company will not,  without the
written  approval  of the  holders  of a  Requisite  Interest,  take  any of the
following actions:

                  (a) repurchase any Common Stock or Preferred Stock, other than
         (i) the  redemption  of the Series B Preferred in  accordance  with the
         Certificate, (ii) the redemption of the Series A Preferred Stock, (iii)
         the purchase of Common Stock from employees pursuant to agreements with
         the Company as of the Closing Date to repurchase  such stock;  provided
         that the  purchase  price  shall  not  exceed  the  price  paid by such
         employee for such stock, or (iv) as indicated on Schedule 4.2 hereof;


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<PAGE>

                  (b) declare or pay any dividend  (other than a stock dividend)
         on the Common  Stock or Preferred  Stock  (other than  dividends on the
         shares of Series A Preferred  and  dividends on the Existing  Preferred
         Stock in  accordance  with the terms of such stock as they exist on the
         date of this Agreement);

                  (c)  except to the extent  necessary  to comply  with  foreign
         laws,  create any  subsidiary  in which the Company  owns less than one
         hundred  percent  (100%)  of  the  equity  securities,  or  permit  any
         Subsidiary  to issue any  equity  securities  to anyone  other than the
         Company or a  wholly-owned  Subsidiary  of the Company or merge with or
         into any Subsidiary;

                  (d)  create  any new  class or  series  of  shares  that has a
         preference  over or is on a parity  with the  Series B  Preferred  with
         respect to voting or liquidation  preferences  (except that the Company
         may grant voting rights to shares of a series of Preferred  Stock which
         have the right to vote with holders of Common Stock on an  as-converted
         basis, but in any event not in preference over the Series B Preferred);

                  (e)  enter  into  any   arrangement  or  agreement  which  (i)
         conflicts  with the rights of the  holders of Series B  Preferred  (ii)
         restricts the Company's  performance  under this Agreement or any other
         documents executed in connection  herewith or (iii) could result in the
         redemption of any shares of Common Stock,

                  (f) except for the amendment of the Articles of  Incorporation
         to increase  authorized common stock to 90,000,000  shares,  subject to
         the  approval  of the  Company's  stockholders,  amend the  Articles of
         Incorporation or Bylaws;

                  (g) except as  indicated  on Schedule  4.2,  adopt or amend an
         Employee Benefit Plan or amend the Stock Option Plan;

                  (h) make any investments except (i) bank deposits in federally
         insured financial  institutions,  (ii) investments in direct government
         obligations of the United States of America,  (iii) commercial paper of
         a domestic  issuer  rated A-1 or better or P-1 or better by  Standard &
         Poor's  Corporation or Moody's Investor Services,  Inc.,  respectively,
         maturing not more than three months from the date of  acquisition,  and
         (iv) investments of the type set forth Schedule 4.2;

                  (i) acquire  substantially  all of the assets,  properties  or
         capital stock of another person or entity in any single  transaction or
         series of related transactions;

                  (j) issue any stock,  options,  or securities  convertible  or
         exercisable into the capital stock of the Company,  including,  without
         limitation,  pursuant to the Stock Option Plan, with exercise prices at
         less  than  fair  market  value,  as  determined  by  the  Compensation
         Committee; or

                  (k) issue any stock,  options  or  securities  convertible  or
         exercisable into the capital stock of the Company,  which are senior to
         the Series B Preferred in liquidation rights or otherwise.


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<PAGE>

         4.3 Board of  Directors.  The  Company  has  agreed  with the  Series A
Preferred holders that the Company shall take all appropriate actions to provide
that Series A Preferred  holders'  nominees  can hold a majority of the seats on
the Board. Unless otherwise agreed to by the directors nominated by the Series A
Preferred  holders,  the Board of Directors  will meet at least  quarterly.  The
Company will reimburse the directors for all expenses incurred by such directors
in connection  with attending any board meetings or other board  functions.  The
Investor   shall  have  the  right  to  receive  notice  of  and  have  one  (1)
representative attend all meetings and other functions of the Board of Directors
and the Company will  reimburse the Investor's  representative  for all expenses
incurred by such  representative  in  connection  with  attending any such board
meetings  or  other  board  functions,   which  representative  may  also  be  a
representative of the Series A Preferred Stockholders.

         4.4  Preservation  of Corporate  Existence  and  Property.  The Company
agrees to  preserve,  protect,  and  maintain,  and  cause  each  Subsidiary  to
preserve,  protect,  and  maintain,  (a) its  corporate  existence,  and (b) all
rights,  franchises,  accreditations,  privileges, and properties the failure of
which to  preserve,  protect,  and  maintain  might have a material  and adverse
effect on the business,  affairs, assets,  prospects,  operations, or condition,
financial or otherwise, of the Company and its Subsidiaries, taken as a whole.

         4.5  Shareholder  and  Director  Information.  At  the  request  of the
Investor,  the  Company  shall  promptly  deliver  to the  Investor  information
regarding the securityholders, officers and directors of the Company, including,
without  limitation,  names,  addresses,  types of securities  held and terms of
securities held.

         4.6  Liability  Insurance.  The  Company  will use its best  efforts to
maintain  comprehensive  liability  insurance  (including  automobile  liability
coverage) at regular premium rates with insurer(s) of recognized  responsibility
in an amount which is commercially  reasonable for the benefit of itself and the
Subsidiaries.

         4.7 No Impairment.  The Company and the  Subsidiaries  will observe and
honor in good  faith  all  rights  of the  Investors,  under  the  terms of this
Agreement or any other documents executed in connection herewith,  and will take
no action that would impair or otherwise prejudice such rights.

         4.8  Increase  Authorized  Shares of Common  Stock.  The Company at the
Annual  Meeting  of  Stockholders  to be held on  December  12,  2000  will seek
stockholder approval for an amendment of the Company's Articles of Incorporation
increasing the authorized  shares of common stock of the Company from 35,000,000
shares to 90,000,000 shares. Upon such stockholder  approval,  the Company shall
thereafter at all times reserve and keep  available  out of its  authorized  but
unissued shares of Common Stock,  for the purpose of effecting the conversion of
the Series B Preferred and otherwise complying with the terms of this Agreement,
such number of its duly authorized shares of Common Stock as shall be sufficient
to effect the conversion of the Series B Preferred from time to time outstanding
or  otherwise  to comply  with the terms of this  Agreement.  If at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the  conversion  of the Series B Preferred or otherwise to comply with
the terms of this  Agreement,  the Company will  forthwith  take such  corporate
action as may be  necessary to increase its  authorized  but unissued  shares of
Common Stock to such number of shares as shall be sufficient  for such purposes.
The Company will obtain any authorization,  consent, approval or other action by
or make any filing  with any court or  administrative  body that may be required
under applicable state securities laws in connection with the issuance of shares
of Common Stock upon conversion of the Series B Preferred.


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<PAGE>

         4.9 Bylaws.  The Company shall at all times cause its Bylaws to provide
that the number of directors  fixed in  accordance  therewith  shall in no event
conflict with any of the terms or  provisions of this  Agreement or the Articles
of  Incorporation.  The Company  shall at all times  maintain  provisions in its
Bylaws and/or  Articles of  Incorporation  indemnifying  all  directors  against
liability  and absolving  all  directors  from  liability to the Company and its
stockholders  to the  maximum  extent  permitted  under the laws of the State of
Nevada.

         4.10 Compliance. The Company shall comply, and cause each Subsidiary to
comply, with all applicable laws, rules,  regulations and orders,  noncompliance
with which could  materially  and  adversely  affect the business or  condition,
financial or otherwise of the Company and the Subsidiaries, taken as a whole.

         4.11 Rule 144A  Information.  The Company  shall,  at all times  during
which it is neither subject to the reporting requirements of Section 13 or 15(d)
of the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  nor
exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, provide
in writing,  upon the written request of the Investor or a prospective  buyer of
the Series B Preferred or Conversion  Shares from the Investor,  all information
required by Rule  144A(d)(4)(i)  of the General  Regulations  promulgated by the
Commission  under the  Securities Act ("Rule 144A  Information").  The Company's
obligations  under this Section 4.11 shall at all times be  contingent  upon the
Investor  obtaining  from  the  prospective  buyer  of  Series  B  Preferred  or
Conversion  Shares a written  agreement to take all  reasonable  precautions  to
safeguard  the Rule 144A  Information  from  disclosure  to anyone  other than a
person who will assist  such buyer in  evaluating  the  purchase of any Series B
Preferred or Conversion Shares.

         4.12  Brokerage.  The Company agrees to indemnify and hold harmless the
Investors for any brokerage  commissions,  finder's fees or similar compensation
in connection with the transactions  contemplated by this Agreement based on any
arrangement or agreement made by the Company or any Subsidiary.

                                   SECTION 5.
                                    GENERAL
                                    -------

         5.1 Amendments,  Waivers and Consents.  Unless  otherwise  specified in
this Agreement,  any consents required and any waiver, amendment or other action
of the Investor or holders of the Series B Preferred (or Conversion  Shares) may
be made by consent(s) in writing signed by the holders of a Requisite  Interest.
Any specific  reference to approval or action by a Requisite  Interest shall not
imply that other  references to approval or action by the Investor or holders of
Series B Preferred (or  Conversion  Shares)  requires each holder's  approval or
action,  unless a higher or lower  approval  is so  specifically  stated in such
specific  reference.  Any amendment or waiver made according to this Section 5.1
will be  binding  upon  each  holder  of any  securities  purchased  under  this
Agreement  at  the  time  outstanding  (including  securities  into  which  such
securities have been converted) and each future holder.  Any amendment or waiver
by the  Company  must be made in  writing.  This  Agreement  may not be amended,
except in a written  document  signed by the  Company and holders of a Requisite
Interest.


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<PAGE>

         5.2  Survival,  Assignability  of Rights.  All  representations  of the
parties made in this Agreement and in the certificates,  exhibits,  schedules or
other  written  information  delivered or furnished by one party to the other in
connection  with this  Agreement  will  survive  the  delivery  of the  Series B
Preferred for a period of two (2) years subsequent to the Closing. All covenants
and agreements  made in this  Agreement will survive the Closing,  and will bind
and inure to the benefit of the parties' hereto and their respective  successors
and assigns.  Each  Investor  shall have the right to transfer any or all of its
rights  hereunder to any purchaser of Series B Preferred or  Conversion  Shares;
provided such  transferee  executes a signature page to this  Agreement  thereby
agreeing to be bound by and  entitled to the  benefits  of this  Agreement.  The
Company may not assign its rights or obligations  hereunder  without the consent
of the Investor, as provided in Section 5.1.

         5.3 Rights of Investor  Inter Se. The Investor  shall have the absolute
right to  exercise  or refrain  from  exercising  any right or rights  which the
Investor  may have by reason of this  Agreement  or any  Series B  Preferred  or
Conversion Shares,  including,  without limitation,  the right to consent to the
waiver of any  obligation of the Company under this  Agreement and to enter into
an agreement with the Company for the purpose of modifying this Agreement or any
agreement effecting any such modification,  and the Investor shall not incur any
liability to any other  Investor with respect to  exercising or refraining  from
exercising any such right or rights.

         5.4  Headings.  The  headings of the Sections  and  paragraphs  of this
Agreement  have been  inserted  for  convenience  of  reference  only and do not
constitute a part of this Agreement.

         5.5 Governing Law. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS,  WITHOUT  GIVING  EFFECT TO THE
CHOICE OF LAW PROVISIONS THEREOF.

         5.6 Notices and  Demands.  Any notice or demand  which is  permitted or
required hereunder will be deemed to have been sufficiently  received (except as
otherwise  provided herein) (a) upon receipt when personally  delivered,  (b) or
one (1) day after sent by overnight delivery or telecopy providing  confirmation
or receipt of  delivery,  or (c) three (3) days after being sent by certified or
registered mail,  postage and charges prepaid,  return receipt  requested to the
following addresses:  if to the Company at the address as shown on the signature
page  of  this  Agreement  (with  a copy  as  shown),  or at any  other  address
designated by the Company to the Investors in writing; if to an Investor, at its
mailing  address as shown on the signature  pages of this Agreement (with a copy
as shown), or at any other address  designated by the Investor to the Company in
writing.

         5.7  Severability.  If any provision of this  Agreement is held invalid
under  applicable  law, such provision will be ineffective to the extent of such
invalidity,  and such invalid provision will be modified to the extent necessary
to make it valid and  enforceable.  Any such  invalidity will not invalidate the
remainder of this Agreement.


STOCK PURCHASE AGREEMENT - Page 14

<PAGE>

         5.8  Expenses.  The Company will pay (a) all costs and expenses that it
incurs with respect to the negotiation,  execution,  delivery and performance of
this Agreement,  and (b) the reasonable  out-of-pocket expenses of the Investors
and the reasonable legal fees and disbursements  incurred by one counsel for the
Investors  with  respect to this  Agreement  and the  transactions  contemplated
hereby.  If any party is required to take any action to enforce its rights under
this  Agreement,  the  prevailing  party  shall be  entitled  to its  reasonable
expenses, including attorneys' fees, in connection with any such action.

         5.9 Entire Agreement. This Agreement and the exhibits to this Agreement
constitute  the entire  agreement  of the parties  relating to the  transactions
contemplated herein.

         5.10  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each  of  which  will  be  taken  to be  an  original;  but  such
counterparts will together constitute one document.






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<PAGE>

         The  undersigned  have executed  this  Agreement as of the day and year
first written above.

                                  KARTS INTERNATIONAL INCORPORATED

                                  By:    _______________________________________
                                  Name:  _______________________________________
                                  Title: _______________________________________

                                  Address:          P.O. Box 695
                                                    62204 Commercial Street
                                                    Roseland, Louisiana 70456
                                                    Telephone: 504-747-1111
                                                    Telecopy: 504-747-2700

                                  With a copy to:   Rick Goodner, Esq.
                                                    Jackson Walker, L.L.P.
                                                    901 Main Street, Suite 6000
                                                    Dallas, Texas 75202
                                                    Telephone: 214-953-6167
                                                    Telecopy: 214-953-5822



                                  THE SCHLINGER FOUNDATION

                                  By:    _______________________________________
                                  Name:  _______________________________________
                                  Title: _______________________________________

                                  Address:          1944 Edison Street
                                                    Santa Ynez, California 93460
                                                    Telephone: 805-686-1618
                                                    Telecopy: 805-686-1618




STOCK PURCHASE AGREEMENT - Page 16