EXHIBIT 10.64


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                                LICENSE AGREEMENT

THIS LICENSE AGREEMENT  ("Agreement"),  entered into and effective as of the 1st
day of August 2000, by and between Charles Brister, an individual,  ("Licensor")
and Karts International Incorporated, a Nevada corporation ("Licensee"):

                                WITNESSETH THAT:

WHEREAS Charles Brister is the Owner of the "Technology" as defined below, and

WHEREAS  Licensee  desires  to obtain  from the  Licensor  a license  under said
Technology;

WHEREAS  both  parties  acknowledge  the  expiration  of  that  certain  license
agreement  dated the 15th day of  March,  1996 as  amended  by  Addendum  "A" to
License Agreement dated the 15th of March, 1997 between Licensor and Licensee;

WHEREAS both parties  acknowledge that there is earned,  yet unpaid royalties of
forty  thousand  dollars  ($40,000.00  U.S.)  due to  Licensor  under  the above
referenced  license  agreement which will be paid in full at the time of signing
of this agreement.

WHEREAS both parties  represent  that they are able to comply with and otherwise
satisfy the terms and conditions set forth in this Agreement;

NOW THEREFORE,  in  consideration of the sum of ten dollars ($10 U.S.) and other
good and valuable  consideration  now paid by each of the parties  hereto to the
other,  the  receipt of all of which  hereby  irrevocably  acknowledged  by each
party, it is agreed as follows:

                                    SECTION 1

                                   DEFINITIONS

1.1      "Patent  Rights"  shall mean  collectively:  (a) United  States  Patent
Number  5,477,940,  issued  December 26, 1995, for  "Accelerator  Pedal Override
Apparatus for  Self-Propelled  Motorized Cart with Aligned Brake and Accelerator
Pushrod Type Operator Pedals" ("Pedal  Override"),  and (b) United States Patent
Number  5,328,011  issued July 12, 1994, for "Clutch  Assembly for  Chain-Driven
Cart ("Clutch  Lube"),  and (c) applications for patents that have been filed or
may be filed in the  future  for  improvements  relating  to the above two named
patents,  the  inventions  described  and claimed  therein,  and any  divisions,
continuations,  continuations-in-part,   patents  issuing  thereon  or  reissues
thereof;  and any and all foreign patents and patent applications  corresponding
thereto; which will be automatically incorporated in and added to this Agreement
and shall  periodically  be added to Appendix A attached to this  Agreement  and
made a part thereof.

1.2      "Licensed  Processes" shall mean the processes claimed in Patent Rights
or processes utilizing Proprietary Materials or some option thereof.


                           License Agreement - Page 1

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1.3      "Licensed  Products"  shall mean  products  claimed in Patent Rights or
products made in accordance  with or by means of Licensed  Processes or products
made  utilizing   Proprietary   Materials  or  incorporating   some  portion  of
Proprietary Materials.

1.4      "Proprietary  Materials  shall mean the materials  supplied by Licensor
together with any of the know-how and all related  rights,  trade  secrets,  and
Technology,  owned by Licensor and relating to a family of go-kart  products and
go-kart  components  as  they  presently  exist  and as  they  may be  acquired,
developed or modified in the future.

1.5      "Technology"   shall  mean  any  and  all   confidential   information,
Proprietary  Materials,  or Patent Rights supplied by Licensor to Licensee.  The
confidential  information shall not include  information  which: (a) is known to
Licensee on a non-confidential  basis prior to disclosure by Licensor; or (b) is
part of the  public  domain and known to the  general  public at the time it was
disclosed to Licensee.

1.6      "Territory"  shall  mean the  entire  United  States  of  America,  its
territories and possessions, and foreign countries in which Patent Rights exist.

                                    SECTION 2

                                GRANT OF LICENSE

2.1      Scope  of  License.  Subject  to  the  terms  and  conditions  of  this
Agreement, Licensor hereby grants to Licensee a License (the "License"):

         2.1.1 to use the information or secrets  disclosed in the Technology to
develop Karts International  Incorporated,  its affiliates,  or its wholly-owned
subsidiaries'  Licensed Products,  hereinafter  collectively  referred to as KII
Licensed Products;

         2.1.2 to  incorporate  the  information  or  secrets  disclosed  in the
Technology in KII Licensed Products;

         2.1.3  to  manufacture  or  have  manufactured  KII  Licensed  Products
containing the information or secrets disclosed in the Technology;

         2.1.4  to  sell or have  sold  KII  Licensed  Products  containing  the
information or secrets disclosed in the Technology.

2.2      Non-Exclusive  License.  The License is a non-exclusive  License in the
Territory for the Technology for KII Licensed Products.

2.3      License  Term.  The term of this License shall be for a period of three
years commencing on the Effective Date.


                           License Agreement - Page 2

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2.4      Royalty. With regard to the licensing of the Technology as set forth in
Section  2  hereof,  Licensee  hereby  agrees to pay to  Licensor  royalties  as
follows: (i) the greater of $20,000 or the sum of a royalty of $1.00 for each of
the Licensed  Products sold by Licensee or any of its affiliates or subsidiaries
containing or utilizing the Pedal Override during the period beginning August 1,
2000 and ending July 31,  2001,  and a royalty of $0.50 for each of the Licensed
Products sold by Licensee or any of its affiliates or subsidiaries containing or
utilizing the Clutch Lube during the period  beginning August 1, 2000 and ending
July 31, 2001,  (ii) the greater of $20,000 or the sum of a royalty of $1.00 for
each of the  Licensed  Products  sold by  Licensee or any of its  affiliates  or
subsidiaries  containing  or  utilizing  the Pedal  Override  during  the period
beginning  August 1, 2001 and ending July 31,  2002,  and a royalty of $0.50 for
each of the  Licensed  Products  sold by  Licensee or any of its  affiliates  or
subsidiaries containing or utilizing the Clutch Lube during the period beginning
August 1, 2001 and ending July 31, 2002, and (iii) the greater of $20,000 or the
sum of a royalty of $1.00 for each of the Licensed  Products sold by Licensee or
any of its affiliates or subsidiaries containing or utilizing the Pedal Override
during  the period  beginning  August 1, 2002 and ending  July 31,  2003,  and a
royalty of $0.50 for each of the  Licensed  Products  sold by Licensee or any of
its  affiliates or  subsidiaries  containing or utilizing the Clutch Lube during
the period  beginning  August 1, 2002 and ending July 31, 2003.  Licensee  shall
remit payment of accrued royalties on January 31 and July 31 of each year during
the term of this Agreement.

2.5      Implementation.  Licensor  and  Licensee  agree that  Licensee (i) will
implement or integrate the  information  or secrets  contained in the Technology
into  the KII  products  and  (ii)  shall  be the  exclusive  owner  of such KII
products.

2.6      Sublicensing.  Licensee  shall have,  with the  written  consent by the
Licensor,  the  right  to  sublicense  developers  of KII  products  to use  the
information  or secrets  contained  in the  Technology  for the sole  purpose of
developing  KII  products  to be  owned  by KII or  any  of  its  affiliates  or
subsidiaries.  The Licensee is not  empowered by this clause to veto  subsequent
licenses.

2.7      Rights Retained.  All rights not specifically  assigned to Licensee are
retained by Licensor.

                                    SECTION 3

                                      TITLE

3.1      Title to the Licensed Technology. Licensor represents and warrants that
it is the sole owner of all right,  title and interest in and to the Technology,
except as otherwise provided in Appendix A, attached hereto.

                                    SECTION 4

                            LIMITATIONS OF LIABILITY

4.1      Disclaimer.  Except as specifically set forth herein, Licensor makes no
warranties,  expressed or implied, regarding or relating to the Technology or to
any other materials or services furnished or provided to the Licensee hereunder.

4.2      Limitation of  Liability.  In no event shall the Licensor or any person
or entity involved in creating the Technology be liable under any claim,  demand
or action  arising out of or relating to  performance or lack thereof under this
Agreement  for any special,  indirect,  incidental,  exemplary or  consequential
damages,  whether  or not  Licensor  or such  person  has  been  advised  of the
possibility or such claim, demand or action.


                           License Agreement - Page 3

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4.3      Licensor  represents and warrants that it has sufficient  right,  title
and interest in and to the Technology to enter into this Agreement,  and further
warrants  that the  Technology  does not, to the best of  Licensor's  knowledge,
infringe any patent,  copyright or other proprietary right of a third party when
used as  contemplated  by this Agreement and that Licensor has not been notified
of a possibility  that the Technology  might  infringe any patent,  copyright or
other proprietary rights of a third party.

                                    SECTION 5

                                   TERMINATION

5.1      Termination by Either Party.  Either party may terminate this Agreement
upon 30  (thirty)  days  written  notice to the other  party if the other  party
commits a  material  breach  of any term  hereof  and fails to cure said  breach
within the 30  (thirty)  day period.  Such  notice  shall set forth the basis of
termination.  A material  breach is  considered  to be, but not  limited to, the
following: (1) default of performance; (2) failure to meet payments; (3) failure
to provide reports and access to records; or (4) unauthorized disclosures.

5.2      Automatic Termination.  If Licensee shall be adjudicated insolvent,  is
the subject of an involuntary petition in bankruptcy not dismissed within the 60
days of the  filing  of said  involuntary  petition,  or  files  a  petition  in
bankruptcy,  or for  reorganization,  or if Licensee shall take advantage of any
insolvency act, or make an assignment for the benefit of creditors, then, and in
any such event, this Agreement shall forthwith  terminate and the license herein
granted  shall  not  constitute  an  asset  in  reorganization,   bankruptcy  or
insolvency  which may be  assigned  or which may accrue to any court or creditor
appointed referee, receiver or committee.

5.3      Actions upon  Termination.  Upon  termination of this Agreement for any
reason,  Licensee  shall  immediately  cease  use of,  and  forthwith  return to
Licensor the  Technology and tangible  manifestations  or copies thereof and all
licenses   theretofore   granted  by  Licensee  under  this  Agreement  will  be
transferred  and  assigned by Licensee to Licensor or to that person,  firm,  or
corporation Licensor designates for that purpose.

                                    SECTION 6

                                  MISCELLANEOUS

6.1      Assignment.  Except  as  provided  herein,  Licensee  shall  not  sell,
transfer,  assign or subcontract any right or obligation hereunder without prior
written consent of the Licensor,  provided  however,  Licensee may upon ten (10)
days written  notice to, but without prior  consent of the Licensor  assign this
Agreement pursuant to:

         6.1.1 the merger or consolidation of the Licensee; or


                           License Agreement - Page 4

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         6.1.2 the sale of  substantially of all the assets of the Licensee to a
third  party,  provided  the  party  remains  fully  liable  for its  obligation
hereunder  and such third party agrees to be liable for the party's  obligations
hereunder.

6.2      Successors and Assigns.  The covenants and conditions  herein contained
shall,  subject  to the  provisions  as to  assignment,  apply  to and  bind the
successors and permitted assigns of the parties hereto.

6.3      Dispute Resolution.  The parties will conduct friendly  negotiations to
resolve any dispute.  Failing  resolution,  disputes will be finally resolved by
arbitration  in Las  Vegas,  Nevada,  pursuant  to the  Commercial  rules of the
American Arbitration Association, by one arbitrator appointed in accordance with
such rules.  The parties agree that any arbitral award and any matter  requiring
injunctive or other  provisional  relief may be  instituted  and enforced in any
court  having  jurisdiction.  In the event of any  dispute  between  the parties
relating to this Agreement,  the party substantially prevailing will be entitled
to recover all cost and expenses of any subsequent proceedings (including trial,
arbitration  and  appellate  proceedings),  including the attorney fees incurred
therein.

6.4      Choice of Law. The  interpretation  and  construction of this Agreement
shall be governed by the laws of the State of Nevada.

6.5      Severability.  If any provision of this Agreement is held by a court of
competent  jurisdiction to be contrary to law, the remaining  provisions of this
Agreement will remain in full force and effect.

6.6      Notice.  Any notice required or permitted to be made or given by either
party under this Agreement shall be deemed to have been duly given if delivered,
postage prepaid, certified mail, return receipt requested:

If Licensor to:            Charles Brister
                           505 Ellis Road
                           Amite, Louisiana  70422

If Licensee to:            Karts International Incorporated
                           Post Office Box 695
                           Roseland, Louisiana  70456

and/or to any such person(s) address(es) as either party shall have specified in
writing to the other.

6.7      Marking of Products.  Licensee shall  accordingly  affix or cause to be
affixed proper statutory  patent,  trademark  and/or  copyright  notices to each
apparatus made by Licensee under this Agreement.

6.8      Entire  Agreement.  The  provisions  herein  together with the Appendix
attached  hereto,  constitute  the entire  agreement  between the  parties  with
respect to the subject matter hereof and supersedes all prior  agreements,  oral
or written, and all other communications  relating to the subject matter hereof.
No  amendment  or  modification  of any  provision  of  this  Agreement  will be
effective  unless set forth in a document that purports to amend this  Agreement
and that is executed by both parties hereto.


                           License Agreement - Page 5

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6.9      Counterparts.   This   Agreement   may  be  executed  in  two  or  more
counterparts,  each of which will be an original and will be effective as of the
date set forth on the first page when signed on behalf of Licensor and Licensee.

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of
the date first set forth above:

      Charles Brister                         Karts International Incorporated

By:                                         By:
    -----------------------                       ------------------------------

                                            Title:   Corporate Secretary
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                                            Seal: