EXHIBIT 10.47



<PAGE>

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made on June 1, 2000, by
and  between  Karts  International  Incorporated,   a  Nevada  corporation  (the
"Employer"), and Charles "Chuck" Brister (the "Employee").

         WHEREAS,  the  Employer  is  engaged  in  the  business  of  designing,
manufacturing, distributing and marketing go-karts;

         WHEREAS,  the Employee is  experienced  and qualified to perform duties
connected and associated with the business of Employer;

         WHEREAS, as a condition of Employee's  employment,  Employer desires to
receive from Employee certain covenants and agreements; and

         WHEREAS, Employer and Employee desire to set forth in writing the terms
and  conditions  of their  agreements  and  undertakings  with  respect to these
covenants,  as this  Agreement  is a  condition  of  Employee's  employment  and
ancillary  thereto,  but does not  purport  to set  forth  all the terms of such
employment.

         NOW,  THEREFORE,  IN CONSIDERATION of the herein recited  undertakings,
the  compensation to be paid by Employer to Employee and the other covenants and
agreements  contained  herein,  the receipt and  sufficiency of which are hereby
acknowledged and confessed, the parties hereto agree as follows:

         1.       Employment. Employer hereby employs Employee as an employee of
Employer upon the terms and subject to the conditions hereinafter set forth.

         2.       Duties of Employee.  The Employee shall serve as President and
Chief  Executive  Officer,   with  such  duties,  power  and  authority  as  are
customarily  associated with such positions.  Without limiting the generality of
the  foregoing,  the  Employee  shall  be  responsible  for  and  have  complete
authority: (a) for day-to-day operations;  (b) implementation of strategic plans
approved  by the  Board of  Directors;  (c) all  personnel  decisions  including
complete hire and fire authority; and (d) determining an employee organizational
structure. The Employee shall have such other duties and responsibilities as may
from  time to time be  assigned  to  Employee  by the  Board of  Directors.  The
Employee  will be a voting  member of the Board of Directors  and be entitled to
attend  any and  all  meetings  of the  Board  of  Directors  or any  committees
established by the Board of Directors.

         3.       Term of Agreement.  The term of this Agreement  shall begin on
June 1, 2000 (the "Effective  Date") and shall,  subject to early termination as
hereinafter  set forth in this  Agreement,  continue  until and terminate on the
third  (3rd)  anniversary  date of the  Effective  Date of this  Agreement  (the
"Initial  Term");  provided,  however,  that the term of  Employment of Employee
under this Agreement shall be automatically extended for an additional period of
one year after the  expiration of the Initial Term,  unless at least thirty (30)
days prior to such date either Employer or Employee shall give written notice to
the other that Employee's term of employment under this Agreement shall end upon
the  expiration  of the  Initial  Term.  If  Employee's  term of  employment  is
automatically  extended  at the  expiration  of the  Initial  Term,  it shall be
further  automatically  extended  from year to year  thereafter  unless at least
thirty (30) days prior to the anniversary  date of any such  extension,  written
notice is given by either Employer or Employee to the other that Employee's term
of employment under this Agreement shall end on such anniversary.

                                      -1-

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         4.       Place of  Employment.  The duties to be  performed by Employee
shall be  performed at the office of  Employer,  located in Roseland,  Louisiana
(the "Company  Headquarters"),  as well as at such other temporary  locations as
the Board of Directors  of Employer  may from time to time  determine or require
for the performance of his duties as an employee of Employer.  However, Employee
will not be required to  permanently  relocate  during the Initial  Term and any
requirement  to work at a  temporary  location  will be limited in duration to 7
days per month, unless specifically agreed to by Employee.

         5.       Time  Requirements.  Employee shall devote  substantially  his
entire  productive time  (exclusive of vacation,  reasonable  personal  matters,
funeral leave, illness,  temporary disability,  holidays and weekends),  ability
and  attention  to the business of Employer  during the term of this  Employment
Agreement.  The Employee  shall at all times  faithfully  and to the best of his
ability perform his duties under this Agreement. The duties shall be rendered at
the Corporation's  principal office, at any of the subsidiary company locations,
or at  such  other  place  or  places  and at such  times  as the  needs  of the
Corporation   may  from   time-to-time   dictate.   This  section   specifically
acknowledges  that the Employee may continue to  participate  as a director of a
non-affiliated  corporation  and as an officer and director of a  not-for-profit
karting association.

         6.       Compensation.  Effective  as of the  Effective  Date  of  this
Agreement,  Employer shall pay or provide to Employee during the Initial Term of
this  Employment  Agreement and any extension  hereof  (unless this Agreement is
earlier  terminated as  hereinafter  provided in Section 7 hereof) the following
compensation and benefits set forth in subsections (a) through (c) (collectively
the  "Benefits"),  subject to  deductions,  offsets and credits as elsewhere set
forth in this Section 6:

                  (a)      Base Compensation.

                           (i) Salary.  Employee  shall receive an annual salary
                  of $200,000 ("Base Salary"),  subject to mandatory  deductions
                  and  withholdings  as  required  by  law,  payable  in cash in
                  accordance with  Employer's  established  payroll  procedures,
                  subject  to  proration  for  any  partial  employment  period.
                  Employee's  Base  Salary may be  increased  at any time at the
                  sole discretion of the Board of Directors.

                           (ii) Stock Options.  Employee  shall receive  options
                  (the  "Options") to purchase an aggregate of 250,000 shares of
                  Employer's  Common Stock at an exercise price equal to 100% of
                  the  closing  bid price of the  Common  Stock on the date this
                  Agreement is approved by the Company's Board of Directors,  as
                  quoted  on  the  Nasdaq  SmallCap  Market  or  OTC  Electronic
                  Bulletin  Board.  The  Options,   whose  terms  shall  not  be
                  inconsistent   with  this   Agreement,   shall   vest  and  be
                  exercisable as follows: (a) options to purchase 100,000 shares
                  shall vest and be  exercisable  on the date this  Agreement is
                  approved by the Company's  Board of Directors;  (b) options to
                  purchase  75,000  shares of  Common  Stock  shall  vest and be
                  exercisable on the second anniversary of the Effective Date of
                  this  Agreement;  and (c)  options to purchase  the  remaining
                  75,000 shares of Common Stock shall vest and be exercisable on
                  the third anniversary of the Effective Date of this Agreement.
                  All unvested  Options shall vest immediately in the event this
                  Agreement is  terminated  either as the result of the death or
                  disability of Employee as  contemplated  in subsection  (a) of
                  Section 7 of this  Agreement,  "without cause" as provided for
                  in subsection  (c) of Section 7 of this  Agreement or due to a
                  "change in  ownership"  as provided for in  subsection  (e) of
                  Section 7 of this  Agreement.  The Options shall expire on the
                  fifth anniversary of the Effective Date of this Agreement.

                                      -2-

<PAGE>

                           (iii)  Bonus.  Employee may be eligible to receive an
                  annual bonus,  which bonus shall be in the form of (a) options
                  to purchase up to 50,000  shares of  Employer's  Common Stock,
                  which options shall vest  immediately  upon issuance and shall
                  expire  five years from the date of grant,  and (b) cash in an
                  amount  established in an annual  performance based management
                  bonus   program  which  will  be  approved  by  the  Board  of
                  Directors, subject to mandatory deductions and withholdings as
                  required by law.

                  (b)      Employee Benefits.

                           (i)  Medical,  Dental  and Life.  Employer  agrees to
                  include  Employee and his dependents,  if applicable,  with no
                  delay in coverage, in any hospital, surgical, medical, dental,
                  term  life  insurance  plan  or  plans  of  Employer  for  its
                  employees  generally from time to time during the term of this
                  Employment Agreement.  The costs of participating in such plan
                  or plans  shall be borne by Employer  provided  such cost does
                  not  exceed  $8,400  per  year.  Any  costs   associated  with
                  providing  the  benefits  of this sub-  section  (b)(i)  which
                  exceeds  $8,400  per  year  shall  be  the  responsibility  of
                  Employee. In the event Employer does not subscribe to any form
                  of medical or dental plan,  Employee and his dependents  shall
                  be reimbursed for medical and dental insurance  contracted for
                  by them on an independent  basis or actual expenses  incurred,
                  which  reimbursement  shall not exceed  $8,400 per year.  This
                  annual limitation will automatically increase at the same rate
                  that the Employer's medical and dental plan premiums increase.

                           (i) Other Benefit Plans.  Employee may be eligible to
                  be  included  in  any  profit   sharing,   pension,   deferred
                  compensation  or other  benefit  plans of Employer,  including
                  long-term  group  disability,  for all or any  portion  of its
                  employees,  including  its key  employees,  from  time to time
                  during  the term of this  Employment  Agreement.  The costs of
                  participating  in any of such benefit  plans shall be borne as
                  provided in rules and  regulations  adopted by  Employer  from
                  time to time dealing with any of such plans.  It is agreed and
                  understood  that there shall be no  obligation  on the part of
                  Employer to provide for the  participation  of Employee in, or
                  to  institute,   any  such  plan  or  plans  or  to  make  any
                  contribution or contributions thereunder.

                           (ii) Vacations,  Personal Days and Holidays. Employee
                  shall  be  entitled  to paid  vacation  and  personal  days as
                  follows (a) during the first year of the Initial  Term of this
                  Agreement,  Employee  shall be  entitled  to three  (3)  weeks
                  vacation and five (5) personal days; and (b) during the second
                  and third years of the  Initial  Term of this  Agreement,  and
                  upon any extension thereof, Employee shall be entitled to four
                  (4) weeks vacation and ten (10) personal days,  which vacation
                  shall be taken  by  Employee  at  reasonable  times  and on or
                  before  each   anniversary  of  the  Effective  Date  of  this
                  Agreement. Unused vacation days may not be carried over if not
                  taken prior to an  annniversary  date.  In addition,  Employee
                  shall be  entitled  to such  holidays  as  Employer  elects to
                  provide for its employees generally.


                                      -3-

<PAGE>

                  (c) Other Benefits. Employee may be eligible to participate in
         any stock option plan, incentive  compensation plan or bonus plan which
         may be  provided by  Employer  or by any  affiliate  of Employer to its
         officers,  the actual participants  therein,  including  Employee,  and
         benefits  granted  therunder,  if any, to be at the sole  discretion of
         Employer  or its  affiliates.  Such  plans are  subject  to any  rights
         reserved by Employer or its  affiliates to modify or terminate any such
         plans.

         7.       Termination. This Employment Agreement shall terminate earlier
than  provided  in  Section  3  hereof  upon  the  first  to occur of any of the
following:

                  (a) Death or  Disability.  In the event  Employee shall die or
         become disabled during the term of this Employment Agreement,  then and
         in such event, this Employment Agreement shall automatically  terminate
         as of such date.  Employer  shall pay to Employee or  Employee's  legal
         representatives  all  Benefits,  if any, then due and owing to Employee
         figure prorata up to and including the date of death or disability.

                  As used in this Agreement,  the term  "disability"  shall have
         the  meaning  given  such term in any  disability  insurance  policy or
         policies  covering  Employee if any such policy or policies is in force
         at the time a  determination  of  disability  is to be made. If no such
         policy is in force at such time,  the term  "disability"  or "disabled"
         shall mean the  physical or mental  incapacity  of  Employee  which has
         prevented or will prevent such Employee from  substantially  performing
         the usual duties of his  employment  with Employer for a  substantially
         continuous period of at least  one-hundred  twenty (120) days. If there
         is any dispute as to whether  Employee is disabled  (whether or not any
         disability policy is in force), Employee and Employer shall each select
         a medical  doctor duly  licensed in the state of  Employee's  permanent
         residence  within  15 days of the date the  issue of  disability  first
         arises.  The  two  doctors  so  selected  shall  then  within  15  days
         thereafter  mutually  agree on a third medical  doctor duly licensed in
         such state.  The three  doctors so  selected  shall then within 30 days
         following the selection of a third medical doctor make a  determination
         as to whether  Employee is disabled.  The decision of the three medical
         doctors so selected shall be conclusive on all parties  concerned.  The
         cost and  expense of the three  medical  doctors so  selected  shall be
         borne by Employer.

                  (b) Termination for Good Cause. This Employment  Agreement may
         be terminated, and Employee discharged,  prior-to the expiration of the
         Initial Term for "Good Cause" as defined in this section.

                           (i) if  Employee  fails to devote  substantially  his
                  entire   productive   time,   ability  and   attention   as  a
                  representative  of  Employer,  as defined in Section 5 of this
                  Agreement;
                           (ii) if Employee is conviction of or enters a plea of
                  guilty or nolo  contendere to a felony which has or may have a
                  material adverse effect on the Employee's ability to carry out
                  his duties under this  Agreement or upon the reputation of the
                  Employer;
                           (iii)  material  or  repeated  failure to comply with
                  reasonable and lawful directions of the Board of Directors; or
                           (iv) if Employee, without the express written consent
                  of the Company, engages in competition with the Company during
                  the term of this Agreement,  accepts employment with any other
                  business or entity during the term of this Agreement.


                                      -4-

<PAGE>

                           In the event the Company believes "Good Cause" exists
                  for terminating this Agreement  pursuant to Sections  3(i)(iv)
                  or (v),  the Company  shall be  required to give the  Employee
                  written  notice of such acts or omissions  constituting  "Good
                  Cause"  (a  "Cause  Notice"),   and  no  termination  of  this
                  Agreement  shall be  effective  unless and until the  Employee
                  fails to cure such acts or omissions  within ten (10) business
                  days after  receipt of the Cause  Notice.  With respect to any
                  other provisions herein  constituting "Good Cause" the Company
                  shall not be required to give a Cause  Notice to the  Employee
                  and the Employee may be terminated immediately.

                           In  the  event  of  termination  of  this  Employment
                  Agreement  prior  to the  completion  of the  Initial  Term of
                  employment  specified  in it, for any reasons set forth above,
                  Employee shall be entitled to the Benefits earned prior to the
                  date of termination,  computed prorata up to and including the
                  date of termination.  Employee shall be entitled to no further
                  Benefits  and will be relieved  of all duties and  obligations
                  under this Employment Agreement as of the date of termination.

                  (c) Termination Without Cause. This Employer may terminate the
         Employee's employment without cause at any time after expiration of the
         three-year term of this Agreement.  If termination occurs without cause
         prior to the expiration of the three-year term of this  Agreement,  the
         Employee  shall receive  severance pay in the amount of the  Employee's
         compensation in cash,  including  health care benefits,  then in effect
         for a  period  of  thirty-six  (36)  months  subsequent  to the date of
         termination.

                  (d) Early  Termination by Employee.  If Employee resigns prior
         to the  expiration of the term  provided in Section 3 hereof,  Employee
         shall  forfeit and shall not be entitled to receive any  Benefits  from
         Employer  whatsoever except any salary and bonus actually earned by him
         prior to the date of termination as provided for in this Agreement. Any
         termination  pursuant to this Section 7(d) shall not limit any right or
         remedy that Employer may have against Employee.

                  (e) Change in Control.  If this  Agreement  is  terminated  by
         either  Employer or  Employee  as a result of a Change in  Control,  as
         hereinafter defined,  Employee shall be entitled to a cash payment of $
         200,000 and the  immediate  vesting of all Options  granted but not yet
         vested at the  effective  date of such Change in  Control,  as full and
         final  satisfaction  of all  obligations  due and owing to  Employee by
         Employer under the terms of this Employment Agreement. In addition, any
         amounts due to the Employee from the  Employer,  whether in the form of
         unreimbursed  expenses,  loans or accrued and unpaid  interest  will be
         immediately paid by Employer.

         A Change in Control will be deemed to have occurred for purposes hereof
         (i) when a change of stock ownership of Employer of a nature that would
         be required  to be  reported  in response to Item 6(e) of Schedule  14A
         promulgated under the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  and any  successor  Item  of a  similar  nature  has
         occurred;  or  (ii)  upon  the  acquisition  of  beneficial  ownership,
         directly or indirectly, by any person (as such term is used in Sections
         13(d) and  14(d)(2)  of the  Exchange  Act) of  securities  of Employer
         representing  50% or more of the combined  voting  power of  Employer's
         then  outstanding  securities;  or (iii) a change  during any period of
         twelve  (12)  consecutive  months of a majority  of the  members of the
         Board of Directors of Employer for any reason,  unless the election, or
         the  nomination  for  election  by  Employer's  shareholders,  of  each
         director  was  approved by a vote of a majority of the  directors  then
         still in office who were  directors  at the  beginning  of the  period;
         provided  that a Change in Control will not be deemed to have  occurred
         for purposes hereof with respect to any person meeting the requirements
         of  clauses  (i) and  (ii) of Rule  13-d(b)(1)  promulgated  under  the
         Exchange Act, as amended.

                                      -5-

<PAGE>

         Anything to the contrary in the foregoing notwithstanding,  a Change in
         Control  shall not mean or be deemed to have  occurred  for any  reason
         whatsoever  regarding any circumstance(s) when any change in the actual
         or  beneficial  ownership of any type of stock of Employer  held by the
         Schlinger  Foundation is  transferred  by the  Schlinger  Foundation to
         another person or persons, trust,  corporations or entities,  which are
         by  contract  either   affiliated   with,  in  voting  trust  with,  or
         effectively controlled by the Schlinger Foundation.

         8.       Status of Agreement.  The Benefits or payments made under this
Employment  Agreement shall be independent of and in addition to those under any
other  agreement  which may be in effect between the parties hereto or any other
compensation  payable to Employee  or his  designees  or estate by Employer  and
unless specifically referred to herein or unless otherwise provided by agreement
or law,  nothing  contained  herein shall be deemed to exclude Employee from any
pension,  profit-sharing,  insurance or other benefits to which he may otherwise
be or might become entitled as an employee of Employer.

         9.       Ownership  of Work  Product.  The  Employee  acknowledges  and
agrees  that the  Employer  shall be the  sole and  exclusive  owner of any work
product  (including,   without  limitation,  all  ideas,  methods,   inventions,
formulae,  processes,  trade  secrets,  know-how,  techniques,  confidential  or
proprietary information,  research, software, computer programs, designs, plans,
discoveries, improvements or developments, whether patentable or not patentable,
television,  radio,  film,  audio or video  productions,  photographs,  literary
works,  records  or  recordings,  publications  and/or  images,  photographs  or
displays of the Employee's name, likeness,  voice and/or talents),  which is (i)
made or conceived by the Employee, solely or jointly with other employees of the
Employer,  while  employed by the  Employer  as  President  and Chief  Executive
Officer or suggested  by any work done for the  Employer  whether on the time of
the Employer or the  Employee's  own, but only so far as the same either related
to work assigned by the Employer,  the  Employer's  business,  or the Employer's
actual or demonstrably  anticipated  research,  or (ii) made or conceived at the
Employer's  expense,  or utilizing  the  Employer's  facilities  in any material
manner or (iii) the result of any services  created or performed by the Employer
during  the term of this  Agreement,  and that any such  work  product  shall be
considered a "work for hire." Employer  acknowledges and agrees that the patents
and  applications for patent listed on Schedule A to this Agreement are owned by
the Employee.

         10.      Non-Competition  Agreement.  Employee and Employer acknowledge
that as an employee and  representative  of the  Employer,  the Employee will be
responsible for building and  maintaining  business  relationships  and goodwill
with customers and  employees.  The Employee  acknowledges  and agrees that this
responsibility  creates a special  relationship of trust and confidence  between
the  Employer,  the  Employee  and  these  persons  or  entities.  The  Employee
acknowledges  and agrees that this special  relationship of trust and confidence
between the  Employer,  the  Employee  and the  Employer's  customers  and other
employees creates a high risk and opportunity for the Employee to misappropriate
these  relationships and goodwill existing between the Employer and such persons
and  entities.  The  Employee  acknowledges  and  agrees  that  it is  fair  and
reasonable for the Company to take steps to protect the Company from the risk of
such misappropriation.


                                      -6-

<PAGE>

                  (a) Consideration.  The Employee  acknowledges and agrees that
         he has  received  and will  continue to receive  substantial,  valuable
         consideration for the agreements set forth in this section,  including:
         (i) access to Confidential Information;  (ii) continued employment; and
         (iii) compensation and benefits as described above in Section 6.

                  (b) Scope of Non-Solicitation Obligation. In consideration for
         the valuable  consideration  described above, the Employee acknowledges
         and  agrees  that for a period  of twelve  (12)  months  following  the
         termination  of this  Agreement by either  party,  for whatever  reason
         except  for  the  Employer's  filing  of  a  petition  in  a  court  of
         bankruptcy,  the  Employee  will not  solicit  any  person,  company or
         business that was customer,  vendor, client or prospect of the Company,
         at any time during the twelve (12) months preceding termination of this
         Agreement,  for the  purpose  of  engaging  or  becoming  involved  in,
         directly or indirectly,  the Same or a Similar Business as the Company.
         The  Employee  acknowledges  and  agrees  that  these  non-solicitation
         agreements shall survive any  termination,  including  non-renewal,  of
         this  Agreement and shall be fully  enforceable  by the Employer or its
         successor or assignee  subsequent to the  termination or non-renewal of
         the   Employee's   employment,   regardless  of  the  reason  for  such
         termination  or  non-renewal  except  for the  Employer's  filing  of a
         petition in a court of bankruptcy.

                  (c) Scope of Non-Competition  Obligation. In consideration for
         the valuable  consideration  described above, the Employee acknowledges
         and  agrees  that for a period  of twelve  (12)  months  following  the
         termination  of this  Agreement by either  party,  for whatever  reason
         except  for  the  Employer's  filing  of  a  petition  in  a  court  of
         bankruptcy,  the  Employee  will not  engage  or  become  involved  in,
         directly or indirectly,  the Same or a Similar Business as the Company,
         including  becoming  an owner of or working for any company or business
         as an agent, consultant,  partner,  employee,  officer,  shareholder or
         independent  contractor,  in any Market  Area in which the  Company did
         business in the twelve (12) months  preceding the  termination  of this
         Agreement.   The   Employee   acknowledges   and   agrees   that  these
         non-competition  agreements  shall survive any  termination,  including
         non-renewal,  of this  Agreement and shall be fully  enforceable by the
         Employer or its successor or assignee  subsequent to the termination or
         non- renewal of the Employee's employment, regardless of the reason for
         such termination or non- renewal except for the Employer's  filing of a
         petition in a court of bankruptcy.

                  (d)  Definitions.   For  the  purpose  of  this  section,  the
         following definitions shall apply:

                           (1) The  term  "Same  or a  Similar  Business  as the
                  Company" shall be defined as developing, promoting, marketing,
                  providing,  or  subcontracting  any  business in which (i) the
                  Company  engages during the term of this Agreement or (ii) the
                  Company  has  notified  the  Employee  during the term of this
                  Agreement of its intent to engage in within twelve (12) months
                  of such notice.

                           (2) The term  "Market  Area"  shall be defined as any
                  state, U.S.  territory or foreign country in which the Company
                  either (i) markets any of its  services;  (ii)  broadcasts  or
                  circulates any promotional  material  related to its services;
                  or (iii) has actively  engaged in preparations for engaging in
                  any of the foregoing activities.


                                      -7-

<PAGE>

         11.      Miscellaneous Provisions.

                  (a) Notice. All notices, demands, changes of address, requests
         or other communications that may be or are required to be given, served
         or sent by any  party to any other  party  pursuant  to this  Agreement
         shall be in writing and shall be mailed by  first-class,  registered or
         certified  mail,  return  receipt   requested,   postage  prepaid,   or
         transmitted by hand delivery or telegram, or by overnight courier.

                  (b)  Governing  Law.  This  Agreement  shall  be  subject  to,
         governed  by and  construed  in  accordance  with  federal  law and the
         internal  substantive  laws, not the law of conflicts,  of the State of
         Louisiana.

                  (c) Captions.  The captions used herein are for administrative
         and convenience purpose only and shall not be construed in interpreting
         this Agreement.

                  (d) Gender.  Whenever the context so requires,  the  masculine
         shall include the feminine and neuter,  and the singular  shall include
         the plural, and conversely.

                  (e) Legal Construction. If any portion of this Agreement shall
         be held invalid or inoperative,  then so far as reasonable and possible
         (i) the  remainder  of this  Agreement  shall be  considered  valid and
         operative,  and (ii) effect shall be given to the intent  manifested by
         the portion  held  invalid or  inoperative  and that  portion  shall be
         modified to the extent necessary to render it enforceable.

                  (f)  Amendments.  This  Agreement  may be amended from time to
         time by an instrument in writing signed by all those who are parties to
         this Agreement at the time of such  amendment,  such  instrument  being
         designated on its face as an "Amendment" to this Agreement.

                  (g) Waiver.  The failure of any party to insist in one or more
         instances  upon the  performance  of any of the terms or  conditions of
         this Agreement shall not be construed as a waiver or  relinquishment of
         any right granted  hereunder or of the future  performance  of any such
         term or  condition,  but the  obligations  of any  party  with  respect
         thereto shall continue in full force and effect.

                  (h)  Counterparts.  This  Agreement may be executed in several
         counterparts,  each of which  shall be deemed an  original,  but all of
         which together shall constitute one instrument.

                  (i) Remedies.  Each party hereto acknowledges that a remedy at
         law for any  breach  or  attempted  breach  of this  Agreement  will be
         inadequate,  agrees that each other party  hereto  shall be entitled to
         specific  performance and injunctive and other equitable relief in case
         of any such breach or attempted  breach and further agrees to waive any
         requirement  for securing or posting of any bond in connection with the
         obtaining of any such injunctive or other equitable relief. Such remedy
         shall be  cumulative  and not exclusive and shall be in addition to any
         other rights or remedies any party may have against the other.

                  (j)  Attorneys'  Fees.  If any  action  at  law or in  equity,
         including any action for injunctive or declaratory  relief,  is brought
         to enforce or interpret any of the  provisions of this  Agreement,  the
         prevailing  party  shall be  entitled  to recover  attorneys'  fees and
         expenses  from the other  party,  which fees and expenses may be set by
         the court in the trial of such  action or may be enforced in a separate
         action brought for that purpose and which fees and expenses shall be in
         addition to any other relief which may be awarded.

                                      -8-

<PAGE>

                  (k) Prior Agreements. This Agreement (and the exhibits hereto)
         contains the entire employment agreement between the parties hereto and
         supersedes any and all prior employment agreements,  whether written or
         oral,  between the parties with respect to the within  subject  matter.
         All   other   employment,   salary   continuation,   bonus,   incentive
         compensation  and other  similar  agreements  heretofore  entered  into
         between  Employer  and Employee and in effect as of the date hereof are
         hereby  cancelled  and shall be of no  further  force or  effect.  This
         Agreement does not  supersede,  modify,  limit or otherwise  effect any
         stock options previous granted, any existing or future license or lease
         agreements  between  the  Employer,  including  its  subsidiaries,  and
         Employee.

                  (l)  Separate  Counsel.   The  parties  acknowledge  that  the
         Employer has been represented in this transaction by its own attorneys,
         that the Employee has not been  represented in this  transaction by the
         Employer's  attorneys;  and  the  Employee  has  been  advised  to seek
         separate legal advice and representation in this matter.

         12.      Time of the Essence.  Time shall be of the essence  throughout
the term of this Employment Agreement.

         13.      Effective  Date.  The effective date of this Agreement is June
1, 2000.



                                    EMPLOYER:

                                    KARTS INTERNATIONAL INCORPORATED



                                    By:  ___________________________________


                                    Address: 62204 Commercial Street
                                             Roseland, Louisiana  70456

                                    EMPLOYEE:


                                    ________________________________________
                                    Charles Brister

                                    Address: 505 Ellis Road
                                             Amite, Louisiana   70422




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<PAGE>


                                   SCHEDULE A
                                   ----------

                      PATENTS AND PATENT APPLICATIONS FILED
                               BY CHARLES BRISTER





1)       Acceleration Peal Override Apparatus for Self-Propelled  Motorized Cart
         with Aligned Brake and Accelerator  Pushrod Type Pedals (Pedal Override
         Apparatus) Patent No. 5,477,940

2)       Clutch Assembly for Chain-Driven Cart
         Patent No. 5,328,011

3)       Safety Fuel Tank and Filler Cap Apparatus
         Patent Application No. 09/288,402 and 09/267,877







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