STOCK WARRANT

This Stock Warrant  ("Warrant") is issued this 8th day of  March, 1999, by KARTS
INTERNATIONAL  INCORPORATED,  a  Nevada  corporation  (the  "Company"),  to  KBK
FINANCIAL,  INC., a Delaware corporation (KBK FINANCIAL,  INC and any subsequent
assignee  or  transferee  hereof are  hereinafter  referred to  collectively  as
"Holder").
                                   AGREEMENT:

1.   Issuance of Warrant.  For and in consideration  of (i) KBK Financial,  Inc.
     ("KBK") waiving various events of default under that certain Loan Agreement
     dated September 28, 1998 (the "Loan Agreement") between KBK Financial, Inc.
     and the Company (as such Loan Agreement is amended from time to time), (ii)
     KBK  continuing  to finance  the  Company  under the Loan  Agreement  (such
     financing  being more fully  evidenced by the Notes, as defined in the Loan
     Agreement),  and (iii) other good and valuable  consideration,  the receipt
     and sufficiency of which are hereby acknowledged, the Company hereby grants
     to Holder the right to purchase  100,000 shares of the Company's  $.001 par
     value  common  stock (the  "Common  Stock"),  which the Company  represents
     equals 1.8% of the issued and  outstanding  capital stock of the Company on
     the date hereof, calculated on a fully diluted basis after full exercise of
     this Warrant (the "Base Amount");  provided, however, the Base Amount shall
     be  reduced  to 50,000  shares  of the  Common  Stock if on or  before  the
     ninetieth (90th) day from the date hereof all indebtedness  owing under the
     Notes is fully repaid to KBK and there are no further obligations on KBK to
     provide loans or advances to Borrower  under the Loan  Agreement  (the "Pay
     Off  Reduction").  If and only if there is no Pay Off Reduction of the Base
     Amount,  the Base Amount of the shares  subject to this  Warrant will be as
     follows if the Borrower achieves the Net Income targets set forth below for
     the Company's 1999 fiscal year:


                           Net Income               Base Amount
                           ----------               -----------
                            $975,000                  50,000
                            $877,500                  60,000
                            $780,000                  75,000

     As used  herein,  "Net  Income"  shall mean net  income  before  taxes,  as
     determined by generally accepted accounting principals, as reflected on the
     Borrower's audited financial statements for the Company's 1999 fiscal year.
     The  shares of Common  Stock  issuable  on  exercise  of this  Warrant  are
     hereafter referred to as the "Shares". This Warrant shall be exercisable at
     any time and from time to time for four (4) years from the date issued. For
     purposes  of  this  Warrant,  the  term  "fully  diluted  basis"  shall  be
     determined in accordance with generally accepted  accounting  principles as
     of the date hereof

2.   Exercise  Price.  The per share exercise  price (the "Exercise  Price") for
     which all or any of the Shares may be  purchased  pursuant  to the terms of
     this Warrant shall be $0.54.

3.   Exercise.  This Warrant may be exercised by the Holder  hereof (but only on
     the  conditions  hereinafter  set  forth)  as to all or a  portion  of such
     Shares,  upon  delivery  of  written  notice of intent to  exercise  to the
     Company  at the  following  address:  62204  Commercial  Street,  Roseland,
     Louisiana  70456,  or such other address as the Company shall  designate by
     written notice to the Holder hereof, together with this Warrant and payment
     to the Company of the aggregate  Exercise Price of the Shares so purchased.
     The Exercise  Price shall be payable,  at the option of the Holder,  (i) by
     certified  or  cashier's  check,  or (ii) by the  surrender  of the Note or
     portion  thereof  having  an  outstanding  principal  balance  equal to the
     aggregate  Exercise Price. Upon exercise of this Warrant as aforesaid,  the
     Company shall as promptly as  practicable,  and in any event within fifteen
     (15) days  thereafter,  execute and deliver to the Holder of this Warrant a
     certificate or certificates  for the total number of whole Shares for which
     this  Warrant is being  exercised  in such names and  denominations  as are
     requested by such Holder.  If this Warrant shall be exercised  with respect
     to less than all of the Shares,  the Holder  shall be entitled to receive a
     new Warrant  covering  the number of Shares in respect of which new Warrant
     shall  not have  been  exercised,  which  new  Warrant  shall in all  other
     respects be identical to this  Warrant.  The Company  covenants  and agrees
     that it will pay when due any and all state and  federal  issue taxes which
     may be payable in respect of the  issuance of this  Warrant or the issuance
     of any Shares upon exercise of this Warrant.

4.   Representations, Covenants and Conditions. The above provisions are subject
     to the following:

     (a)  Neither  this  Warrant nor the Shares have been  registered  under the
          Securities  Act of 1933,  as amended  ("Securities  Act") or any state
          securities laws ("Blue Sky Laws").  This Warrant has been acquired for
          investment  purposes and not with a view to distribution or resale and
          may not be  pledged,  hypothecated  sold,  made  subject to a security
          interest,   or   otherwise   transferred   without  (i)  an  effective
          registration  statement for such Warrant under the  Securities Act and
          such  applicable  Blue Sky Laws,  or (ii) an opinion of counsel  which
          opinion and counsel  shall be reasonably  satisfactory  to the Company
          and its counsel that registration is not required under the Securities
          Act or  under  any  applicable  Blue  Sky  Laws  (the  Company  hereby
          acknowledges that Louke,  Liddell & Sapp, LLP is acceptable  counsel).
          Transfer of the Shares  issued upon the exercise of this Warrant shall
          be  restricted  in the  same  manner  and to the same  extent  as this
          Warrant  and the  certificates  representing  such  Shares  shall bear
          substantially the following legend:

          THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT
          BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"),
          OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERED UNTIL
          (i) A REGISTRATION  STATEMENT UNDER THE ACT OR SUCH  APPLICABLE  STATE
          SECURITIES LAWS SHALL HAVE BECOME  EFFECTIVE WITH REGARD  THERETO,  OR
          (11) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION
          UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS
          NOT REQUIRED IN CONNECTION WITH I SUCH PROPOSED  TRANSFER. 

          The  Holder  hereof  and the  Company  agree  to  execute  such  other
          documents and instruments as counsel for the Company  reasonably deems
          necessary to effect the compliance of the issuance of this Warrant and
          any shares of Common Stock issued upon exercise hereof with applicable
          federal and state securities laws.

     (b)  The Company  covenants  and agrees that all Shares which may be issued
          upon  exercise  of  this  Warrant  will,  upon  issuance  and  payment
          therefor,  be legally and validly issued and  outstanding,  fully paid
          and


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          nonassessable,  free from all taxes,  liens,  charges  and  preemptive
          rights, if any, with respect thereto or to the issuance  thereof.  The
          Company  shall at all times  reserve and keep  available  for issuance
          upon the  exercise  of this  Warrant  such  number of  authorized  but
          unissued  shares of Common Stock as will be  sufficient  to permit the
          exercise in full of this Warrant.

     (c)  The Company represents and warrants to Holder the following:

               (1)  As of tile date hereof,  the authorized capital stock of the
                    Company  consists  solely  of  14,000,000  shares  of Common
                    Stock, of which 5,457,560  shares are issued and outstanding
                    and 100,000  shares of which shall be reserved  for issuance
                    upon exercise of this Warrant;  provided,  however, that the
                    number of shares reserved for issuance upon exercise of this
                    Warrant  may be  increased  from time to time in  accordance
                    with the terms of this Warrant;

               (ii) As  of  the  date  hereof,   the  Company   shall  not  have
                    outstanding   any  stock  or   securities   convertible   or
                    exchangeable   for  any  shares  of  its  Common   Stock  or
                    containing any profit participation  features,  nor shall it
                    have  outstanding  any rights or options to subscribe for or
                    to  purchase  its  Common  Stock or any stock or  securities
                    convertible into or exchangeable for its Common Stock or any
                    stock appreciation  rights or phantom stock plans, except as
                    set forth on Schedule A and for this Warrant.

               (iii)Schedule A accurately  sets forth the following with respect
                    to all  outstanding  options  and rights to  acquire  Common
                    Stock from Borrower: (i) the total number of shares issuable
                    upon exercise of all outstanding options,  (ii) the range of
                    exercise prices for all such outstanding options,  (iii) the
                    number of shares issuable, the exercise price, for each such
                    outstanding  option and (iv) with respect to all outstanding
                    options,  warrants  and  rights  to  acquire  the  Company's
                    capital stock other than this Warrant,  the number of shares
                    covered, the exercise price;

               (iv) As of the date hereof,  the Company  shall not be subject to
                    any  obligation  (contingent  or otherwise)  to  repurchase,
                    redeem,  retire  or  otherwise  acquire  any  shares  of its
                    capital  stock or any  warrants,  options or other rights to
                    acquire  its  capital  stock,  except  as set  forth in this
                    Warrant or on Schedule A attached hereto;

               (v)  As of the date hereof,  all of the outstanding shares or the
                    Company's capital stock shall be validly issued.  fully paid
                    and  nonassessable.  There are not statutory or  contractual
                    preemptive  rights,  rights of first refusal,  anti-dilution
                    rights or any similar rights, held by stockholders or option
                    holders of the Company, with respect to the issuance of this
                    Warrant or the issuance of the Common Stock upon exercise of
                    this Warrant.

5.  Transfer of Warrant.  Subject to the  provisions  of Section 4 hereof,  this
Warrant may be  transferred,  in whole or in part,  to any person or entity,  by
presentation of this Warrant to the Company with written  instructions  for such
transfer.  Upon such  presentation  for  transfer,  the Company  shall  promptly
execute  and deliver a new Warrant or Warrants in the form hereof in the name of
the  assignee  or  assignees  and  in  the   denominations   specified  in  such
instructions.  The Company  shall pay all expenses  incurred by it in connection
with the preparation, issuance and delivery of Warrants under this Section.

6.   Warrant  Holder  Not  Shareholder;   Rights  Offering;  Preemptive  Rights;
     Preference Rights.  Except as otherwise provided herein,  this Warrant does
     not confer upon the Holder,  as such, any right whatsoever as a shareholder
     of the Company.  Notwithstanding the foregoing, if the Company should offer
     to all of the Company's  shareholders  the right to purchase any securities
     of the  Company,  then all shares of Common  Stock that are subject to this
     Warrant shall be deemed to be  outstanding  and owned by the Holder and the
     Holder  shall be  entitled to  participate  in such  rights  offering.  The
     Company  shall not grant any  preemptive  rights with respect to any of its
     capital stock without the prior written consent of the Holder.

7.   Adjustment Upon Changes in Stock.

     (a)  If all or any portion of this Warrant shall be exercised subsequent to
          any stock split,  stock  dividend,  recapitalization,  combination  of
          shares of the Company,  or other similar  event,  occurring  after the
          date hereof,  then the Holder  exercising  this Warrant shall receive,
          for the aggregate price paid upon such exercise,  the aggregate number
          and class of shares  which such  Holder  would have  received  if this
          Warrant  had been  exercised  immediately  prior to such stock  split,
          stock  dividend,  recapitalization,  combination  of shares,  or other
          similar event. If any adjustment  under this Subsection would create a
          fractional  share of Common  Stock or a right to acquire a  fractional
          share of Common Stock,  such fractional share shall be disregarded and
          tile number of shares subject to this Warrant shall be the next higher
          number of shares,  rounding all fractions upward. Whenever there shall
          be an  adjustment  pursuant  to this  Subsection,  the  Company  shall
          forthwith  notify  the  Holder  or  Holders  of this  Warrant  of such
          adjustment, setting forth in reasonable detail the event requiring the
          adjustment and the method by which such adjustment was calculated.

     (b)  If all or any portion of this Warrant shall be exercised subsequent to
          any   merger,   consolidation,   exchange   of   shares,   separation,
          reorganization or liquidation of the Company,  or other similar event,
          occurring after the date hereof, as a result of which shares of Common
          Stock shall be changed  into the same or a different  number of shares
          of the same or another  class or classes of  securities of the Company
          or another  entity,  then the Holder  exercising  this  Warrant  shall
          receive,  for  the  aggregate  price  paid  upon  such  exercise,  the
          aggregate  number  and class of shares  which such  Holder  would have
          received if this Warrant had been exercised  immediately prior to such
          merger, consolidation,  exchange of shares, separation, reorganization
          or liquidation,  or other similar event. If any adjustment  under this
          Subsection would create a fractional share of


<PAGE>


          Common Stock or a right to acquire a fractional share of Common Stock,
          such  fractional  share shall be disregarded  and the number of shares
          subject to this  Warrant  shall be the next  higher  number of shares,
          rounding all fractions  upward.  Whenever there shall be an adjustment
          pursuant to this  Subsection,  the Company shall forthwith  notify the
          Holder or Holders of this Warrant of such adjustment, setting forth in
          reasonable detail the event requiring the adjustment and the method by
          which such adjustment was calculated.


8.   Registration.

     (a)  The Company  and the  holders of the Shares  agree that if at any time
          the  Company  shall  propose  to file a  registration  statement  with
          respect to any of its Common Stock on a form  suitable for a secondary
          offering,  it will  give  notice  in  writing  to such  effect  to the
          registered  holder(s) of the Shares at least thirty (30) days prior to
          such  filing,  and,  at the  written  request  of any such  registered
          holder,  made within ten (10) days after the  receipt of such  notice,
          will  include  therein at the  Company's  cost and expense  (excluding
          underwriting  discounts,  and commissions and filing fees attributable
          to the Shares  included  therein) such of the Shares as such holder(s)
          shall  request;   provided,   however,  that  if  the  offering  being
          registered by the Company is underwritten and if the representative of
          the  underwriters  certifies in writing that the inclusion  therein of
          the  Shares  would  materially  and  adversely  affect the sale of the
          securities  to be sold by the  Company  thereunder,  then the  Company
          shall be  required  to include in the  offering,  only that  number of
          securities,  including the Shares, which the underwriters determine in
          their sole  discretion will not jeopardize the success of the offering
          (the  securities  so  included  to be  apportioned  pro rata among all
          selling  shareholders  according  to the total  amount  of  securities
          entitled to be included therein owned by each selling shareholder).

        
     (b)  Whenever the Company in its sole  discretion  undertakes to effect the
          registration of any of the Shares, the Company shall, as expeditiously
          as reasonably possible:

          (i)  Prepare and file with the Securities and Exchange Commission (the
               "Commission") a registration  statement  covering such Shares and
               use its  reasonable  to cause such  registration  statement to be
               declared effective by the Commission as expeditiously as possible
               and to keep such registration  effective until the earlier of (A)
               the date when all Shares  covered by the  registration  statement
               have  been sold or (B) one  hundred  eighty  (180)  days from the
               effective date of the registration statement;  provided, however,
               that  nothing in this Section 8 shall be construed to prohibit or
               limit  the  Company's   authority  to  abandon  the  registration
               statement at any time if it determines,  in its sole  discretion,
               that to do so would be in the Company's best interest.

          (ii) Prepare  and  file  with  the  Commission   such  amendments  and
               post-effective  amendments to such registration  statement as may
               be necessary to keep such registration statement effective during
               the period  referred to in Subsection  8(b)(i) and to comply with
               the  provisions  of  the  Securities  Act  with  respect  to  the
               disposition  of  all  securities  covered  by  such  registration
               statement,  and cause the  prospectus to be  supplemented  by any
               required  prospectus  supplement,  and as so  supplemented  to be
               filed  with  the  Commission  pursuant  to  Rule  424  under  the
               Securities Act.

          (iii)Furnish to the selling  holder(s)  such numbers of copies of such
               registration  statement,  each amendment thereto,  the prospectus
               included  in  such   registration   statement   (including   each
               preliminary  prospectus),  each supplement thereto and such other
               documents as they may  reasonably  request in order to facilitate
               the disposition of the Shares owned by them.

          (iv) Provide a transfer  agent and  registrar  for all such Shares not
               later than the effective date of such registration statement.

          (v)  In the event an underwriter is engaged by the Company, enter into
               such customary agreements (including  underwriting  agreements in
               customary  form for a primary  offering)  and take all such other
               actions as the underwriters,  if any, reasonably request in order
               to  expedite  or  facilitate  the   disposition  of  such  Shares
               (including,  without  limitations  effecting  a stock  split or a
               combination of shares).

          (vi) Make  available  for  inspection  by any  selling  holder  or any
               underwriter  participating  in any  disposition  pursuant to such
               registration  statement  and any  attorney,  accountant  or other
               agent  retained by any such selling  holder or  underwriter,  all
               financial and other records,  pertinent  corporate  documents and
               properties of the Company which is information  that is available
               to the public, and cause the officers,  directors,  employees and
               independent  accountants  of the  Company to supply all  publicly
               available  information  reasonably  requested by any such seller,
               underwriter,  attorney,  accountant or agent in  connection  with
               such registration statement.

          (vii)Promptly notify the selling  holder(s) and the  underwriters,  if
               any,  of the  following  events  and (it'  requested  by any such
               person) confirm such  notification in writing:  (A) the filing of
               the prospectus or any prospectus  supplement and the registration
               statement and any amendment or post-effective  supplement thereto
               and,   with  respect  to  the   registration   statement  or  any
               post-effective   amendment   thereto,   the  declaration  of  the
               effectiveness  of  such  documents;   (B)  any  requests  by  the
               Commission  for  amendments or  supplements  to the  registration
               statement or the  prospectus or for additional  information;  (C)
               the issuance or threat of issuance by the  Commission of any stop
               order suspending the effectiveness of the registration  statement
               or the initiation of any  proceedings  for that purpose;  and (D)
               the receipt by the Company of any  notification  with  respect to
               the suspension of the qualification of the Shares for sale in any
               jurisdiction  or the  initiation  or threat of  initiation of any
               proceeding for such purposes.

          (viii) Make every reasonable  effort to prevent the entry of any order
               suspending the  effectiveness of the  registration  statement and
               obtain at the earliest possible moment the withdrawal of any such
               order, if entered,

          (ix) Cooperate  with the selling  holder(s) and the  underwriters,  if
               any,  to  facilitate  the  timely  preparation  and  delivery  of
               certificates  representing  the Shares to be sold and not bearing
               any restrictive

          

<PAGE>





11.  Severability.  If any  provision(s)  of  this  Warrant  or the  application
     thereof to any person or circumstances shall be invalid or unenforceable to
     any extent,  the  remainder  of this  Warrant and the  application  of such
     provisions to other persons or circumstances  shall not be affected thereby
     and shall be enforced to the greatest extent permitted by law.

12.  Counterparts.  This  Warrant may be executed in any number of  counterparts
     and by different parties to this Warrant in separate counterparts,  each of
     which when so executed  shall be deemed to be an original  and all of which
     taken together shall constitute one and the same Warrant.

13.  WAIVER OF JURY  TRIAL.  THE  COMPANY  AND HOLDER  EACH  HEREBY  IRREVOCABLY
     WAIVES,  TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A
     TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY OR  INDIRECTLY AT ANY
     TIME  ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH THIS  WARRANT  OR ANY
     TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first
above written.

                             KARTS INTERNATIONAL INCORPORATED, 
                             a Nevada  corporation

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

                             KBK FINANCIAL, INC., a Delaware corporation

                             By:
                                --------------------------------
                             Name: Jeff Kassing
                             Title: Senior Vice President & General Counsel