EXHIBIT 10.50




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                   AMENDED AND RESTATED CONVERTIBLE TERM NOTE
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$2,500,000.00                                                       May 17, 2000

         FOR VALUE  RECEIVED,  on or before May 17, 2005 (the "Maturity  Date"),
the  undersigned  and if more  than one,  each of them,  jointly  and  severally
(hereinafter  referred  to as  "Borrower"),  promises to pay to the order of THE
SCHLINGER  FOUNDATION  ("Schlinger") at its offices in 1944 Edison Street, Santa
Yinez,  California  93460,  the  principal  amount of TWO MILLION  FIVE  HUNDRED
THOUSAND AND 00/100  DOLLARS  ($2,500,000.00)  (the "Total  Principal  Amount"),
together with interest at the rate set forth below.

1.       Interest  Rate.  The  unpaid  principal  amount of this Note shall bear
interest at a rate per annum which shall be equal to three percent (3%) plus the
Prime Rate (the  "Contract  Rate");  provided,  however,  in no event  shall the
Contract Rate exceed the maximum rate allowed by applicable law. As used herein,
"Prime  Rate"  means,  as of any date,  the rate of interest  quoted in the Wall
Street Journal as the "Prime Rate" for such date, provided that for any date for
which the Wall Street  Journal is not  published or does not publish a quote for
the  "Prime  Rate" such rate shall be the rate most  recently  published  as the
"Prime Rate".

2.       Repayment  Terms.  The principal of and all accrued but unpaid interest
on this Note (the "Loan") shall be due and payable as follows:

         (a)      interest  shall  be due and  payable  monthly  as it  accrues,
                  commencing on the 30th day of June, 2000 and continuing on the
                  last day of each successive month  thereafter  during the term
                  of this Note; and

         (b)      principal  of  the  Loan  shall  be  due  and  payable  in one
                  installment  of  all  unpaid   principal  and  accrued  unpaid
                  interest on May ___, 2005.

3.       Prepayment  Penalty.  On or after the  second  anniversary  of the date
hereof, Borrower may prepay the Loan in full or in part at any time prior to May
___, 2005,  provided,  that Borrower shall (i) give Schlinger  thirty (30) days'
written notice of Borrower's  intention to do so [and (ii) pay to Schlinger,  as
liquidated  damages and not as a penalty,  an amount equal to the twelve percent
(12%)  multiplied by the principal amount of the Loan being prepaid at such time
--- In Previous Deal] .

4.       Loan  Documents.  This Note is subject to the terms and  conditions set
forth in that certain  Amended and Restated Loan Agreement  dated May ___, 2000,
by and between Borrower and Schlinger,  as may be amended from time to time (the
"Loan  Agreement").  All  capitalized  terms used herein that are not  otherwise
defined  herein  shall  have the same  meaning  given to such  terms in the Loan
Agreement.  This Note,  the Loan Agreement and all other  documents  evidencing,
securing, governing, guaranteeing and/or pertaining to this Note are hereinafter
collectively  referred  to as the "Loan  Documents".  The holder of this Note is
entitled to the benefits and security provided in the Loan Documents.


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5.       Purpose.  Borrower  agrees that no proceeds of the Loan under this Note
shall be used for personal,  family or household purposes, and that the proceeds
of the Loan hereunder shall be used solely for business, commercial,  investment
or other similar purposes.

6.       Event of Default.  Borrower  agrees that upon the occurrence of any one
or more of the following events of default ("Event of Default"):

         (a)      failure  of  Borrower  to pay  when  due  any  installment  of
                  principal  of  or  interest  on  this  Note  or on  any  other
                  indebtedness  now or hereafter owing by Borrower to Schlinger,
                  or

         (b)      the occurrence of any event of default specified in any of the
                  other Loan Documents; or

         (c)      the  bankruptcy  or  insolvency  of,  the  assignment  for the
                  benefit of creditors by, or the  appointment of a receiver for
                  any of the  property  of,  or  the  liquidation,  termination,
                  dissolution or death or legal incapacity of Borrower;

the holder of this Note may, at its option,  without  further  notice or demand,
(i) declare the outstanding principal balance of and accrued but unpaid interest
on this Note at once due and payable,  (ii) foreclose all liens securing payment
hereof,  (iii) pursue any and all other rights,  remedies and recourse available
to the holder hereof,  including but not limited to any such rights, remedies or
recourse under the other Loan Documents, at law or in equity, or (iv) pursue any
combination of the  foregoing.  The failure to exercise the option to accelerate
the  maturity of this Note or any other right,  remedy or recourse  available to
the holder hereof upon the occurrence of an Event of Default hereunder shall not
constitute a waiver of the right of the holder of this Note to exercise the same
at that time or at any subsequent  time with respect to such Event of Default or
any other Event of  Default.  The rights,  remedies  and  recourse of the holder
hereof,  as provided in this Note and in any of the other Loan Documents,  shall
be cumulative  and  concurrent and may be pursued  separately,  successively  or
together as often as occasion  therefore  shall arise, at the sole discretion of
the holder hereof. The acceptance by the holder hereof of any payment under this
Note which is less than the  payment in full of all  amounts  due and payable at
the time of such payment shall not (i) constitute a waiver of or impair, reduce,
release or extinguish  any right,  remedy or recourse of the holder  hereof,  or
nullify  any prior  exercise  of any such  right,  remedy or  recourse,  or (ii)
impair,  reduce, release or extinguish the obligations of any party liable under
any of the other Loan Documents as originally provided herein or therein.

7.       Compliance With Usury Laws.

         (a)      No  interest  rate  specified  in this Note or any other  Loan
                  Document  shall at any time exceed the Maximum Rate. If at any
                  time the Contract Rate for the Loan or any other indebtedness,
                  liability or obligation shall exceed the Maximum Rate, thereby
                  causing  the  interest  accruing  thereon to be limited to the
                  Maximum Rate,  then any  subsequent  reduction in the Contract
                  Rate therefor  shall not reduce the rate of interest  therefor
                  below the Maximum Rate until the aggregate  amount of interest
                  accrued thereon equals the aggregate  amount of interest which
                  would have  accrued  thereon if the  Contract  Rate had at all
                  times been in effect.


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         (b)      Notwithstanding  anything to the  contrary  contained  in this
                  Note  or the  other  Loan  Documents,  none of the  terms  and
                  provisions of this Note or the other Loan Documents shall ever
                  be  construed  to  create  a  contract  or  obligation  to pay
                  interest  at a  rate  in  excess  of  the  Maximum  Rate;  and
                  Schlinger shall never charge, receive, take, collect,  reserve
                  or apply,  as interest on the Loan or any other  indebtedness,
                  liability or  obligation,  any amount in excess of the Maximum
                  Rate. The parties hereto agree that any interest, charge, fee,
                  expense or other  obligation  provided  for in this Note or in
                  the other Loan  Documents  which  constitutes  interest  under
                  applicable  law  shall  be,  ipso  facto and under any and all
                  circumstances,  limited or  reduced to an amount  equal to the
                  lesser  of (i) the  amount  of  such  interest,  charge,  fee,
                  expense  or other  obligation  that  would be  payable  in the
                  absence of this  Section 7 (b) or (ii) an  amount,  which when
                  added to all other  interest  payable  under this Note and the
                  other  Loan   Documents,   equals  the   Maximum   Rate.   If,
                  notwithstanding  the foregoing,  Schlinger ever contracts for,
                  charges,  receives,  takes,  collects,  reserves or applies as
                  interest any amount in excess of the Maximum Rate, such amount
                  which  would be deemed  excessive  interest  shall be deemed a
                  partial  payment or prepayment of principal of the Loan or any
                  other  indebtedness,   liability  or  obligation  and  treated
                  hereunder as such; and if the Loan or any other  indebtedness,
                  liability or obligation,  or applicable portions thereof,  are
                  paid in full,  any remaining  excess shall promptly be paid to
                  the  Borrower  or other  applicable  Obligor or  Obligors  (as
                  appropriate).  In  determining  whether the  interest  paid or
                  payable,  under any specific contingency,  exceeds the Maximum
                  Rate, the Borrower and the other Obligors and Schlinger shall,
                  to  the  maximum  extent  permitted  by  applicable  law,  (a)
                  characterize  any nonprincipal  payment as an expense,  fee or
                  premium  rather  than  as  interest,   (b)  exclude  voluntary
                  prepayments  and  the  effects  thereof,   and  (c)  amortize,
                  prorate,  allocate  and spread in equal or  unequal  parts the
                  total amount of interest  throughout  the entire  contemplated
                  term  of the  Loan or any  other  indebtedness,  liability  or
                  obligation,  or  applicable  portions  thereof,  so  that  the
                  interest  rate does not  exceed the  Maximum  Rate at any time
                  during  the  term  of  the  Loan  or any  other  indebtedness,
                  liability  or   obligation;   provided  that,  if  the  unpaid
                  principal  balance is paid and  performed in full prior to the
                  end of the full contemplated term thereof, and if the interest
                  received for the actual  period of existence  thereof  exceeds
                  the Maximum  Rate,  Schlinger  shall refund to the Borrower or
                  other  applicable  Obligor or Obligors  (as  appropriate)  the
                  amount of such excess and, in such event,  Schlinger shall not
                  be  subject  to  any  penalties   provided  by  any  laws  for
                  contracting  for,  charging,  receiving,  taking,  collecting,
                  reserving or applying  interest in excess of the Maximum Rate.
                  The terms of this Section  shall be deemed to be  incorporated
                  into every other Loan Document.

                  As used herein the term "Maximum Rate" means,  with respect to
                  Schlinger,  the maximum  non-usurious  interest  rate, if any,
                  that any  time or from  time to time  may be  contracted  for,
                  taken, reserved,  charged or received with respect to the Loan
                  or other  amount as to which  such  rate is to be  determined,
                  payable to  Schlinger  pursuant to this Note or any other Loan
                  Document,   under  laws  applicable  to  Schlinger  which  are
                  presently  in effect or, to the extent  allowed by law,  under
                  such  applicable  laws  which may  hereafter  be in effect and
                  which allow a higher maximum  non-usurious  interest rate than
                  applicable   laws  now  allow.   The  Maximum  Rate  shall  be
                  calculated  in a manner  that takes into  account  any and all
                  fees,  payments  and  other  charges  in  respect  of the Loan
                  Documents that constitute  interest under applicable law. Each


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                  change in any interest rate provided for herein based upon the
                  Maximum Rate resulting from a change in the Maximum Rate shall
                  take effect without notice to the Borrower at the time of such
                  change in the Maximum Rate.  For purposes of  determining  the
                  Maximum  Rate under Texas law,  the  applicable  rate  ceiling
                  shall be the weekly rate ceiling described in, and computed in
                  accordance  with the Texas  Finance  Code or any  successor or
                  replacement statute;  provided,  however,  that, to the extent
                  permitted by applicable law, Schlinger shall have the right to
                  change  the  applicable  rate  ceiling  from  time  to time in
                  accordance with applicable law.

8.       Costs of Collection; Waivers. If this Note is placed in the hands of an
attorney for collection,  or is collected in whole or in part by suit or through
probate,  bankruptcy or other legal proceedings of any kind,  Borrower agrees to
pay, in addition to all other sums payable hereunder,  all costs and expenses of
collection,  including but not limited to reasonable  attorneys' fees.  Borrower
and  any  and  all  endorsers  and  guarantors  of  this  Note  severally  waive
presentment  for  payment,  notice of  nonpayment,  protest,  demand,  notice of
protest,  notice of intent to accelerate,  notice of acceleration  and dishonor,
diligence  in  enforcement  and  indulgences  of every kind and without  further
notice  hereby  agree  to  renewals,   extensions,   exchanges  or  releases  of
collateral,  taking of additional  collateral  indulgences or partial  payments,
either before or after maturity.

9.       Governing Law; Venue;  Submission to  Jurisdiction.  THIS NOTE SHALL BE
GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.  THIS NOTE
IS  PERFORMABLE  IN DALLAS COUNTY,  TEXAS.  BORROWER  AGREES THAT DALLAS COUNTY,
TEXAS  SHALL BE THE  EXCLUSIVE  VENUE FOR  LITIGATION  OF ANY  DISPUTE  OR CLAIM
ARISING  UNDER OR  RELATING TO THIS NOTE,  AND THAT SUCH COUNTY IS A  CONVENIENT
FORUM IN WHICH TO DECIDE ANY SUCH  DISPUTE OR CLAIM.  BORROWER  CONSENTS  TO THE
PERSONAL  JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN DALLAS COUNTY,
TEXAS FOR THE  LITIGATION  OF ANY SUCH  DISPUTE OR CLAIM.  BORROWER  IRREVOCABLY
WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH  PROCEEDING  BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING  BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

10.      Waiver  of Jury  Trial.  BORROWER  HEREBY  IRREVOCABLY  WAIVES,  TO THE
MAXIMUM  EXTENT  PERMITTED  BY LAW,  ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY  LITIGATION  DIRECTLY OR  INDIRECTLY  AT ANY TIME ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION  CONTEMPLATED HEREBY OR
ASSOCIATED HEREWITH.


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11.      Final Agreement.  THIS NOTE AND THE OTHER LOAN DOCUMENTS  REPRESENT THE
FINAL AGREEMENT  BETWEEN SCHLINGER AND BORROWER WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED   HEREIN  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

12.      Amended and Restated Note. This Note shall  constitute an amendment and
restatement of, but shall not constitute or result in an  extinguishment  of any
indebtedness  evidenced  by, that  certain  Convertible  Term Note dated June 3,
1999, in the original principal amount of $1,500,000 made by Borrower payable to
the order of Schlinger (the "Previous Note"). The indebtedness  evidenced by and
outstanding under such prior promissory notes shall be deemed to be indebtedness
evidenced by and outstanding under this Note.

                                    BORROWER:

                                    KARTS INTERNATIONAL INCORPORATED


                                    By:_________________________________________
                                    Name:  Charles Brister
                                    Title: President & C.E.O.





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