EXHIBIT 10.60


<PAGE>


                            STOCK PURCHASE AGREEMENT

                               DATED MAY 17, 2000

                  BY AND AMONG KARTS INTERNATIONAL INCORPORATED

                          AND THE SCHLINGER FOUNDATION


<PAGE>

________________________________________________________________________________




                            STOCK PURCHASE AGREEMENT

                                  by and among

                        KARTS INTERNATIONAL INCORPORATED

                                       and

                            THE SCHLINGER FOUNDATION





                            Dated as of May 17, 2000




________________________________________________________________________________

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

SECTION 1.        DESCRIPTION OF TRANSACTION...................................1
                  --------------------------
         1.1      Description of Securities....................................1
                  -------------------------
         1.2      Closing......................................................1
                  -------
         1.3      Conditions to Closing........................................1
                  ---------------------
         1.4      Definitions..................................................3
                  -----------

SECTION 2.        REPRESENTATIONS OF THE COMPANY...............................4
                  ------------------------------
         2.1      Loan Agreement...............................................4
                  --------------
         2.2      Corporate Power..............................................4
                  ---------------
         2.3      Governmental Authorizations; Third Party Consents............5
                  -------------------------------------------------
         2.4      Authorization................................................5
                  -------------
         2.5      Capitalization...............................................5
                  --------------
         2.6      Preemptive Rights; Registration Rights.......................6
                  --------------------------------------
         2.7      Effect of Transactions.......................................6
                  ----------------------
         2.8      Brokerage....................................................6
                  ---------
         2.9      Disclosure...................................................6
                  ----------

SECTION 3.        REPRESENTATIONS OF THE INVESTORS.............................7
                  --------------------------------
         3.1      Authorization................................................7
                  -------------
         3.2      Investment Purpose...........................................7
                  ------------------
         3.3      Restrictions on Transferability..............................7
                  -------------------------------
         3.4      Status of Investor...........................................8
                  ------------------
         3.5      Brokerage....................................................8
                  ---------
         3.6      Own Account..................................................8
                  -----------
         3.7      Governmental Authorizations; Third Party Consents............8
                  -------------------------------------------------
         3.8      Effect of Transactions.......................................8
                  ----------------------

SECTION 4.        COVENANTS OF THE COMPANY.....................................8
                  ------------------------
         4.1      Loan Agreement...............................................8
                  --------------
         4.2      Use of Proceeds..............................................8
                  ---------------
         4.3      Restricted Corporate Actions.................................9
                  ----------------------------
         4.4      Board of Directors..........................................10
                  ------------------
         4.5      Preservation of Corporate Existence and Property............10
                  ------------------------------------------------
         4.6      Shareholder and Director Information........................10
                  ------------------------------------
         4.7      Liability Insurance.........................................10
                  -------------------
         4.8      No Impairment...............................................10
                  -------------
         4.9      Reserve for Conversion Shares...............................10
                  -----------------------------
         4.10     Bylaws......................................................11
                  ------
         4.11     Compliance..................................................11
                  ----------
         4.12     Rule 144A Information.......................................11
                  ---------------------
         4.13     Brokerage...................................................11
                  ----------
         4.14     Employment Agreements.......................................11
                  ---------------------

SECTION 5.  GENERAL...........................................................11
            -------
         5.1      Amendments, Waivers and Consents............................11
                  --------------------------------
         5.2      Survival; Assignability of Rights...........................12
                  ---------------------------------

                                       i

<PAGE>

         5.3      Rights of Investor Inter Se.................................12
                  ---------------------------
         5.4      Headings....................................................12
                  --------
         5.5      Governing Law...............................................12
                  -------------
         5.6      Notices and Demands.........................................12
                  -------------------
         5.7      Severability................................................13
                  ------------
         5.8      Expenses....................................................13
                  --------
         5.9      Entire Agreement............................................13
                  ----------------
         5.10     Counterparts................................................13
                  ------------





                                       ii

<PAGE>

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

Exhibit A    -   Form of Certificate of Designations
Exhibit B    -   Form of Voting Agreement
Exhibit C    -   Form of Legal Opinion
Exhibit D    -   Form of Registration Rights Agreement
Exhibit E    -   Form of Amended and Restated Bylaws

Schedule 2.4     -    Authorization
Schedule 2.5     -    Capitalization
Schedule 2.8     -    Brokerage
Schedule 4.2     -    Use of Proceeds
Schedule 4.3     -    Restricted Corporate Actions










                                      iii

<PAGE>

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


         Karts International Incorporated,  a Nevada corporation (the "Company")
and The Schlinger  Foundation (the  "Investor"),  enter into this Stock Purchase
Agreement, dated May 17, 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  4,000,000  shares of Series A Preferred  Stock,  par value  $0.001 per
share,  of the Company (the  "Series A  Preferred"),  for an aggregate  purchase
price of  $3,000,000,  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 A
Preferred will take place at the offices of Jenkens & Gilchrist,  a Professional
Corporation,  1445 Ross Avenue,  Suite 3200, 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 A 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.

         1.3  Conditions to Closing.  The obligation of the Investor to purchase
and pay for the  Series A  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) the Company shall have duly authorized and filed the Certificate of
Designation  (the  "Certificate")  with the  Secretary  of State of the State of
Nevada, substantially in the form attached hereto as Exhibit A;

         (b) each of Investor,  Charles  Brister and Richard N. Jones shall have
executed a Voting  Agreement  ("Voting  Agreement"),  substantially  in the form
attached hereto as Exhibit B;

         (c) counsel for the  Company,  shall have  delivered  to the Investor a
legal  opinion,  dated  as of the  Closing  Date and  substantially  in the form
attached hereto as Exhibit C;

         (d) the Company and the Investor shall have entered into a Registration
Rights Agreement (the  "Registration  Rights  Agreement"),  substantially in the
form attached hereto as Exhibit D;

         (e)  the  Company  shall  have  adopted  Amended  and  Restated  Bylaws
substantially in the form attached hereto as Exhibit E;

<PAGE>

         (f) Timothy P.  Halter,  Joseph R.  Manmes,  and Ronald C. Morgan shall
have resigned as directors of the Company;

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

         (h)  there  shall  be no  change  in the  business,  assets,  financial
condition, operation and results of operations of the Company since December 31,
1999,  which,  in the  Investor's  sole judgment,  is materially  adverse to the
Company;

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

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

                  (i) the  Articles  of  Incorporation  of the  Company  and all
amendments thereto, certified by the Secretary of State of Nevada;

                  (ii) (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,  (B) the Amended and restated
Bylaws  of the  Company  and (C) 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;

                  (iii) a  certificate  of  existence  for the Company  from the
Secretary of State of Nevada;

                  (iv) a certificate  of account status for the Company from the
Comptroller of the State of Nevada;

                  (v) certificates from each state where the Company is required
to be qualified as a foreign corporation showing such qualification, dated as of
a date within ten (10) days of the Closing Date; and

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

         (k) the Company  and the  Investor  shall have  executed  that  certain
Amended and Restated Loan Agreement (the "Loan Agreement");

         (l) each of the conditions precedent set forth in Section 7 of the Loan
Agreement  shall have been satisfied in the sole and absolute  discretion of the
Investor.

         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.

                                       2
<PAGE>

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

                  "Certificate" shall have the meaning given in Section 1.3(a).

                  "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 A 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.

                  "Existing  Preferred  Shares"  shall  mean  the  Company's  9%
Convertible 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,  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,  after the filing of the  Certificate,
will consist only of the Series A Preferred and the Existing Preferred Stock.

                  "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
Series A  Preferred)  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 Series A Preferred).

                                       3
<PAGE>

                  "Requisite  Interest" shall mean the vote of the holders of at
least a majority of the then outstanding Series A Preferred (including, for such
purposes,  any  Conversion  Shares into which any of the Series A 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.

                  "Series A Preferred"  shall mean the Series A 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.

                  "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,  or should have been 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 Loan Agreement.  Each of the representations and warranties made by
the Borrower  pursuant to Section 6 of the Loan Agreement are hereby made to the
Investor for purposes of this Agreement and are hereby incorporated by reference
herein.

         2.2 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 A Preferred hereunder, to issue shares of Common Stock
upon  conversion  of the Series A Preferred,  and to carry out the  transactions
contemplated  by this Agreement and the other  agreements  contemplated  herein.
Attached  hereto  are true,  correct  and  complete  copies of the  Articles  of
Incorporation and Bylaws of the Company.

         2.3  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 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.

                                       4
<PAGE>

         2.4  Authorization.  Except as indicated  on Schedule  2.4 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 A 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.

         2.5  Capitalization.  The  authorized  and issued  capital stock of the
Company is as set forth in Schedule 2.5. 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  A  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 A Preferred are as set
forth in Exhibit A.  Except as  indicated  on  Schedule  2.5,  the  Company  has
authorized  and reserved for issuance upon  conversion of the Series A Preferred
not less than 8,000,000  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  2.5,  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 2.5 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.

         2.6 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 2.6, 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 Registration Rights Agreement.

                                       5
<PAGE>

         2.7 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 A 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.

         2.8 Brokerage.  Except as provided in Schedule 2.8, 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.

         2.9 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.

                                       6
<PAGE>

         3.2  Investment  Purpose.  The  Investor  is  acquiring  the  Series  A
Preferred  for its  own  account,  for  investment,  and not  with a view to any
"distribution"  within the meaning of the  Securities  Act.  The Investor has no
present intention to make any transfer of the Series A Preferred.

         3.3  Restrictions on  Transferability.  The Investor  understands  that
because the Series A 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 A 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  and that there is no
assurance  that a public  market will ever exist for the Series A Preferred  (or
the Conversion Shares).  The Investor  acknowledges and understands that, except
as provided in the Registration Rights Agreement, it has no registration rights.
Although it may be possible in the future to make  limited  public  sales of the
Series A 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 A  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 A 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  may be made
without  registration  under the Securities Act. The Investor  understands  that
each certificate  representing the Series A 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.

         3.4 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.

         3.5 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.

         3.6 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 report filed with the SEC on Form 10-Q for the quarter ended
March 31, 2000,  and (iii) such other  information  regarding the Company as has
been requested by the Investor or its representatives.

                                       7
<PAGE>

         3.7 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  A  Preferred
purchased hereunder.

         3.8 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.

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 A Preferred that:

         4.1  Loan  Agreement.  Each of the  covenants  made by the  Company  to
Investor  pursuant to Sections 8, 9, 10 and 11 of the Loan  Agreement are hereby
made for the benefit of Investor for purposes of this  Agreement  and are hereby
incorporated by reference herein.

         4.2 Use of Proceeds.  The Company  shall use the net proceeds  from the
sale of the Series A Preferred for the purposes set forth on Schedule 4.2. 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.

         4.3 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 A Preferred in accordance  with the  Certificate,  (ii)
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 (iii) as indicated on Schedule 4.3 hereof;

         (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  in  accordance  with the  Certificate  and  dividends on the Existing
Preferred  Stock in accordance with the terms of such stock as they exist on the
date of this Agreement);

                                       8
<PAGE>

         (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 A Preferred with respect to voting,  dividends
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 A Preferred);

         (e) enter into any  arrangement  or agreement  which (i) conflicts with
the rights of the holders of Series A 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) amend the Articles of Incorporation or Bylaws;

         (g) 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 4.3;

         (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 pari passu or senior to the
Series A Preferred in dividends, liquidation or otherwise.

         4.4 Board of Directors.  The Company agrees that the Company shall take
all appropriate  actions to provide for sufficient  vacant seats on the Board of
Directors  so that  Investor's  nominees can hold a majority of the seats on the
Board.  Unless otherwise  agreed to by the directors  nominated by the Investor,
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.  If the Investor decides
not to  nominate  one or more of its  designees  for  election  to the  Board of
Directors,  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.

                                       9
<PAGE>

         4.5  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.

         4.6  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.

         4.7  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.

         4.8 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.

         4.9  Reserve for  Conversion  Shares.  The  Company  shall 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 A 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 A 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 A 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 A Preferred.

         4.10 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
shareholders  to the  maximum  extent  permitted  under the laws of the State of
Nevada.

         4.11 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.

                                       10
<PAGE>

         4.12 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 A 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 4.12 shall at all times be  contingent  upon the
Investor  obtaining  from  the  prospective  buyer  of  Series  A  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 A
Preferred or Conversion Shares.

         4.13  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.

         4.14 Employment  Agreements.  Within thirty (30) days after the Closing
Date,  each of Charles  Brister and Richard N. Jones shall have  entered into an
employment  agreement  with the  Company  in form and  substance  acceptable  to
Investor.

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 A 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 A 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.

         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 A
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 A 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.

                                       11
<PAGE>

         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 A  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.

         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. The Investors designate Jenkens & Gilchrist, a professional corporation,
as their  counsel  for this  transaction.  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,  and  supersede  any  prior
agreements.

         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.


     [Remainder of page left blank intentionally; signature page follows.]


                                       12
<PAGE>

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

                              KARTS INTERNATIONAL INCORPORATED

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

                              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






                                       13

<PAGE>

                            THE SCHLINGER FOUNDATION

                            By:      /s/ Evert I. Schlinger
                                   ---------------------------------------------
                            Name:  Evert I. Schlinger
                                   ---------------------------------------------
                            Title: President
                                   ---------------------------------------------

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

                            With a copy to:  Jenkens & Gilchrist, a Professional
                                             Corporation
                                             1445 Ross Avenue, Suite 3200
                                             Dallas, Texas 75202
                                             Attention: W. Alan Kailer, Esq.
                                             Telephone: 214-855-4500
                                             Telecopy:  214-855-4300





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