EXHIBIT 9.1



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                                VOTING AGREEMENT
                                ----------------


         THIS VOTING AGREEMENT (this  "Agreement") is entered into as of May 17,
2000 by and among Karts  International  Incorporated,  a Nevada corporation (the
"Company"),  each of the  parties  listed on  Schedule  A attached  hereto  (the
"Investor"),  and each of the parties  listed on Schedule B attached  hereto and
such other  parties as may from time to time and with the consent of the Company
become  parties  hereto (the parties listed on Schedule B and such other parties
being collectively referred to as the "Principal Shareholders").  This Agreement
shall become  effective  as of the Closing (as defined  therein) of that certain
Series A Preferred Stock Purchase Agreement of even date herewith (the "Purchase
Agreement")  by and  among the  Company  and the  Investor  named  therein.  The
Agreement  relates to the issued and outstanding  common stock (the "Shares") of
the Company  currently  owned or which may,  in the  future,  be acquired by the
Principal Shareholders.

                                    RECITALS
                                    --------

         WHEREAS,  the Company and the  Investor  have entered into the Purchase
Agreement,  providing,  among other  things,  for the  purchase of shares of the
Company's  Series A Preferred  Stock,  par value $0.001 per share (the "Series A
Preferred Stock");

         WHEREAS,  the execution and delivery of this  Agreement by the Company,
the Investor and the Principal Shareholders is a condition to the closing of the
issuance,  sale and  purchase  of the Series A Preferred  Stock  pursuant to the
Purchase Agreement; and

         WHEREAS,  the  Principal  Shareholders  believe  it  is in  their  best
interests to provide for the future voting of the shares and desire to set forth
their agreement with respect to voting the Shares.

                                    AGREEMENT
                                    ---------

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                     VOTING
                                     ------
         1.01 General Agreement. The Principal Shareholders hereby agree to take
all action that may be  necessary,  and to cause their  respective  Shares to be
voted in such a manner as to carry out and  enforce the terms and intent of this
Agreement.

         1.02  Voting.  During  the  term  of  this  Agreement,  each  Principal
Shareholder  agrees it shall vote the Shares in the manner  directed by Investor
or its designee (the "Voting  Person"),  subject to the terms of this Agreement.
In that regard,  each  Principal  Shareholder  acknowledges  and agrees that his
Shares  will be voted  in  accordance  with the  terms  and  conditions  of this
Agreement  (including,  but not  limited  to,  Sections  1.03  and  1.07 of this
Agreement) at all meetings of shareholders  of the Company,  annual and special,
and whenever action is to be taken by the shareholders of the Company by written
consent or otherwise, at all times during the term of this Agreement.

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         1.03 Manner of Voting.  The Voting  Person shall vote the Shares at all
meetings  and on all  matters  (including  but not  limited to the  election  of
directors) upon which the holders of common stock of the Company are entitled to
vote. The Voting Person shall vote the Shares as the Voting Person,  in his sole
discretion,  may deem in the best interests of the Company. Without limiting the
generality of the foregoing, the Principal Shareholders  specifically agree that
the Voting Person shall have the right to vote the Shares by written consent.

         1.04  Liability  of  Voting  Person.   The  Voting  Person  assumes  no
responsibility  for any action taken by him or by any agent  appointed by him as
herein provided,  and the Voting Person,  whether or not acting under the advice
of  counsel,  shall not incur or be under any  responsibility  or  liability  as
shareholder,  trustee, fiduciary or otherwise, by reason of any error or law, or
of any  matter or thing  done or  suffered  or  omitted to be done by the Voting
Person  under this  Agreement,  except for his own gross  negligence  or willful
malfeasance.

         1.05.  Compensation  and  Expenses.  The  Voting  Person  shall  not be
compensated for serving as such.

         1.06. Other Rights of Principal Shareholders. Except as contemplated by
this Agreement,  each Principal  Shareholder shall exercise the full rights of a
Principal Shareholder with respect to the Shares registered in his name, subject
to any  applicable  laws or any other  written  agreements  entered into by such
Principal Shareholder.

         1.07.  Irrevocable  Proxy.  To enable the Voting Person to exercise the
power to vote the Shares as provided herein,  each Principal  Shareholder agrees
to execute and deliver to the Voting Person simultaneously with the execution of
this  Agreement an  irrevocable  proxy in the form  attached  hereto as Schedule
1.07. THE PROXY GRANTED  PURSUANT TO THIS AGREEMENT BY EACH OF THE  SHAREHOLDERS
TO THE VOTING PERSON IS IRREVOCABLE AND SHALL BE DEEMED COUPLED WITH AN INTEREST
AND SHALL BE VALID DURING THE ENTIRE TERM OF THIS AGREEMENT, WHICH SHALL BE MORE
THAN ELEVEN (11) MONTHS FROM THE DATE OF THIS AGREEMENT.

                                   ARTICLE II

                             LEGEND ON CERTIFICATES
                             ----------------------

         The parties hereto agree that all certificates  representing all Shares
which at any time are subject to the  provisions  of this  Agreement  shall have
conspicuously endorsed upon them a legend substantially to the following effect:

         The shares of stock  represented by this  certificate  are subject to a
         Voting  Agreement dated as of May ___, 2000, a copy of which is on file
         at the principal office of the Company.


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                                   ARTICLE III

                                    REMEDIES
                                    --------

         3.01. Defenses. Each Principal Shareholder agrees and acknowledges that
each restriction, covenant and agreement set forth herein constitutes a separate
agreement  independently  supported  by good  and  adequate  consideration.  The
existence of any claim or cause of action of any Principal  Shareholder  against
any  other  Principal  Shareholder  or  Investor,  whether  predicated  on  this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
other  Principal  Shareholders  or Investor of the  restrictions,  covenants and
agreements contained in this Agreement.

         3.02. Specific Enforcement. Each Principal Shareholder acknowledges and
recognizes that a violation or threatened  violation by him of the restrictions,
agreements or covenants  contained in this  Agreement  will cause such damage to
the other  Principal  Shareholders  and Investor as will be irreparable and that
the other  Principal  Shareholders  and Investor will have no adequate remedy at
law for such violation or threatened violation.  Accordingly,  each party hereto
agrees that  Investor  shall be entitled as a matter of right to seek and obtain
an injunction from any court of competent jurisdiction,  restraining any further
violation or threatened violation of such restrictions,  agreements or covenants
and  granting  mandatory  relief  compelling  such  offender  to  carry  out his
obligations  hereunder.  Such right to injunctive and mandatory  relief shall be
cumulative  and in addition  to  whatever  other  remedies  the other  Principal
Shareholders or Investor may have at law or in equity.

         3.03.  Severability  and  Reformation.  The parties  hereto  intend all
provisions of this Agreement to be enforced to the fullest  extent  permitted by
law. Accordingly,  should a court of competent  jurisdiction  determine that the
scope of any  provision  is too broad to be  enforced  as  written,  the parties
intend that the court should reform the  provision to such narrower  scope as it
determines to be enforceable.  If,  however,  any provision of this Agreement is
held to be illegal,  invalid or unenforceable  under present or future law, such
provision  shall be fully  severable,  and this Agreement shall be construed and
enforced as if such illegal,  invalid or  unenforceable  provision  were never a
part hereof, and the remaining  provisions hereof shall remain in full force and
effect  and shall not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance.

         3.04.  Attorneys'  Fees.  If any legal  action is  brought by any party
hereto to enforce the terms and  conditions of this  Agreement,  it is expressly
agreed  that the  party in whose  favor a final  judgment  is  entered  shall be
entitled,  in addition to any other relief which may be awarded, to recover from
the other party or parties its reasonable  attorneys'  fees,  together with such
prevailing party's other costs and reasonable and necessary expenses incurred in
connection with such litigation.

                                   ARTICLE IV

                                      TERM
                                      ----

         This Agreement shall terminate on May 1, 2015.


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                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         5.01. Notices. All notices and other communications  hereunder shall be
in writing and shall be deemed given if delivered  personally  or by  commercial
delivery  service,  or mailed by  registered or certified  mail (return  receipt
requested) or sent via facsimile  (with  confirmation of receipt) to the parties
at the address  for such party set forth  below (or at such other  address for a
party as shall be specified by like notice):

                  (i)   in the case of the Company:


                             Karts International Incorporated
                             P. O. Box 695
                             62204 Commercial Street
                             Roseland, Louisiana 70456
                             Fax Number: (504) 747-2700

                  (ii) in the case of an  Investor,  to the  address  listed for
         such Investor on Schedule A ---------- hereto; and

                  (iii) in the case of a Principal  Shareholder,  to the address
         listed for such Principal Shareholder on Schedule B hereto.

         Notice  given by personal  delivery,  courier  service or mail shall be
effective upon actual receipt.  Notice given by telecopier shall be confirmed by
appropriate  answer back and shall be effective  upon actual receipt if received
during  the  recipient's  normal  business  hours,  or at the  beginning  of the
recipient's  next  business  day  after  receipt  if  not  received  during  the
recipient's  normal business hours. All notices by telecopier shall be confirmed
promptly after  transmission in writing by certified mail,  commercial  delivery
service or personal  delivery.  Any party may change any address to which notice
is to be given to it by  giving  notice  as  provided  above of such  change  of
address.

         The above  addresses  may be changed only by giving  written  notice of
such change of address to other Principal Shareholders.

         5.02.  Construction.  The use of the singular  number shall include the
plural and the plural number shall include the singular wherever appropriate.

         5.03.  Gender.  The use of any gender in this Agreement shall be deemed
to be or include the other gender wherever appropriate.

         5.04.  Governing Law. THIS AGREEMENT  SHALL BE GOVERNED,  CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.



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         5.05.  Inurement,  Transfers.  The provisions of this  Agreement  shall
inure to the benefit of, and shall be binding upon,  the assigns,  successors in
interest,  personal representatives,  estates, heirs and legatees of each of the
parties hereto. To the extent applicable,  each Principal  Shareholder agrees to
insert in his will a direction and an  authorization  to his executor to fulfill
and comply with the provisions  hereof. Any transferring  Principal  Shareholder
shall  cause any  transferee  of any Shares to  execute a  consent,  in the form
attached hereto as Schedule 5.05, agreeing to be bound by the provisions of this
Agreement.

         5.06. Amendment.  This Agreement may only be amended by written consent
of all the parties to this Agreement at the time of such amendment.

         5.07.  Headings.  The  headings  used in this  Agreement  are  used for
administrative  purposes only and do not  constitute  substantive  matters to be
considered in construing the terms of this Agreement.

         5.08. Spouses as Parties. The parties hereto agree that, if applicable,
the spouse of each Principal  Shareholder  shall be deemed to be a party to this
Agreement,  shall be bound by all of terms and  conditions  hereof  and shall so
signify by executing this Agreement.

         5.09.  Entire Agreement.  This Agreement  embodies the entire agreement
and understanding  between the parties hereto with respect to the subject matter
hereof and supersedes all prior  agreements and  understandings  relating to the
subject matter hereof.

         5.10.  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  each of which shall  constitute  an original  hereof,  but all of
which shall constitute one and the same document.



                            [Signature pages follow.]





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         IN WITNESS  WHEREOF,  the parties have  executed this  Fundu.com,  Inc.
Voting Agreement on the date first indicated above.

                         COMPANY:
                         -------

                         KARTS INTERNATIONAL CORPORATION


                         By:
                              Charles Brister
                              President and CEO


                         INVESTOR:
                         --------

                         THE SCHLINGER FOUNDATION


                         By:
                         Name:
                         Title:





                      [SIGNATURE PAGE TO VOTING AGREEMENT]






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                             PRINCIPAL SHAREHOLDERS:
                             ----------------------



                             -----------------------



                             -----------------------










                      [SIGNATURE PAGE TO VOTING AGREEMENT]

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                                   Schedule A
                              Schedule of Investor


The Schlinger Foundation
1944 Edison Street
Santa Ynez, California  93460








                                       8
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                                   Schedule B
                       Schedule of Principal Shareholders


         Name                              Address
         ----------------------------      ----------------------------

         Charles Brister                   [To Come]

         Richard N. Jones                  [To Come]

         Halter Financial Group, Inc.      14160 Dallas Parkway
                                           Suite 950
                                           Dallas, Texas 75240








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                                      PROXY


         BY EXECUTION  HEREOF,  and in accordance with the terms of that certain
Voting  Agreement  dated  May  ___,  2000,  by  and  among  Karts  International
Incorporated,  a Nevada corporation (the "Company"),  each of the parties listed
on Schedule A attached thereto (the "Investor"),  and each of the parties listed
on Schedule B attached  thereto and such other  parties as may from time to time
and with the consent of the  Company  become  parties  hereto,  the  undersigned
shareholder (the  "Shareholder") of the Company hereby  constitutes and appoints
the  Voting  Person as  defined in the  Voting  Agreement,  being The  Schlinger
Foundation,  as Attorney and Proxy of the Shareholder,  to exercise the right to
vote or consent to  shareholder  action  with  respect to all stock owned by the
Shareholder,  at any and all  meetings  of the  shareholders,  of the Company or
whenever  action needs to be taken by the  shareholders,  by written  consent or
otherwise,  upon any business or matter that may  properly  come before any such
meeting or may properly be  determined  by a written  consent of or otherwise by
the  shareholders of the Company.  THE PROXY GRANTED HEREBY TO THE VOTING PERSON
IS IRREVOCABLE AND SHALL BE DEEMED COUPLED WITH AN INTEREST,  AND SHALL BE VALID
DURING THE ENTIRE TERM OF THE VOTING AGREEMENT, WHICH SHALL IN ANY EVENT BE MORE
THAN ELEVEN  MONTHS FROM THE DATE OF  EXECUTION  OF SUCH VOTING  AGREEMENT.  The
proxy  granted  herein  may  not be  revoked  by  the  Shareholder  except  upon
termination of the Voting Agreement as provided in Article IV thereof.


         Dated as of May ___, 2000.







                                       10
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                                     CONSENT


         The undersigned,  having acquired shares of Common Stock, no par value,
of Karts International  Incorporated (the "Company"),  hereby agrees to be bound
by the terms and  conditions of the Voting  Agreement,  dated as of May _, 2000,
among the Shareholders  therein named, the form of which is attached hereto,  as
if the undersigned had been a party to, and a "Shareholder"  as defined in, such
Voting Agreement as of the date thereof.



Name:

Signature:

Address:




No. of Shares:

Spouse's Name:

Spouse's Signature:




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