EXHIBIT 10.52

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                     AMENDED AND RESTATED SPECIFIC GUARANTY

THIS AMENDED AND RESTATED SPECIFIC GUARANTY (this "Guaranty") dated the 17th day
of May,  2000, is executed by the  undersigned,  USA  INDUSTRIES,  INCORPORATED,
whose address for notice hereunder is 202 Challenge Avenue, Prattville,  Alabama
36067  ("Guarantor")  in favor of THE  SCHLINGER  FOUNDATION,  whose address for
notice  hereunder  is  1944  Edison  Street,   Santa  Yinez,   California  93460
("Schlinger").

1.       Obligations.  As an  inducement  to  Schlinger to extend or continue to
         extend credit and other financial accommodations to KARTS INTERNATIONAL
         INCORPORATED,  a Nevada corporation  ("Borrower") pursuant to the terms
         of that certain Amended and Restated Loan Agreement dated as of May 17,
         2000 between  Borrower and  Schlinger  (as the same may be amended from
         time to time, the "Loan  Agreement"),  Guarantor,  for value  received,
         does hereby  unconditionally  and  absolutely  guarantee the prompt and
         full payment and performance of the Guaranteed Indebtedness when due or
         declared to be due and at all times  thereafter.  The term  "Guaranteed
         Indebtedness"  shall mean (i) all amounts owing by Borrower  under that
         certain Amended and Restated Term Note of even date herewith payable by
         Borrower to the order of  Schlinger in the stated  principal  amount of
         $2,500,000.00, (the "Note"), (ii) all other Obligations (hereinafter as
         defined in the Loan  Agreement)  of  Borrower to  Schlinger,  (iii) all
         costs  and  expenses  incurred  by  Schlinger  in  connection  with the
         collection of all or any part of the indebtedness and obligations owing
         by  Borrower  under the Note  and/or  any of the other  Loan  Documents
         (hereinafter as defined in the Loan  Agreement),  or the protection of,
         or realization  upon,  the collateral  securing all or any part of such
         indebtedness   and   obligations,   (iv)  all   renewals,   extensions,
         modifications  and  rearrangements  of  the  Obligations.  This  is  an
         absolute,  continuing and unconditional guarantee of payment and not of
         collection  and if at any  time  or  from  time  to  time  there  is no
         outstanding Guaranteed Indebtedness,  the obligations of Guarantor with
         respect  to any and all  Guaranteed  Indebtedness  incurred  thereafter
         shall not be affected.  This Guaranty and the  Guarantor's  obligations
         hereunder are irrevocable and, in the event of Guarantor's death, shall
         be binding upon Guarantor's  estate pursuant to paragraph 8 herein. All
         of the Guaranteed  Indebtedness shall be conclusively  presumed to have
         been made or acquired in acceptance hereof.  Guarantor shall be liable,
         jointly and severally,  with Borrower and any other guarantor of all or
         any part of the Guaranteed Indebtedness.

2.       Representations   and  Warranties.   Guarantor  hereby  represents  and
         warrants the following to Schlinger:

         (a)      This Guaranty may reasonably be expected to benefit,  directly
                  or   indirectly,   Guarantor,   and  (i)  if  Guarantor  is  a
                  corporation,   the  Board  of  Directors   of  Guarantor   has
                  determined  that this  Guaranty may  reasonably be expected to
                  benefit,  directly  or  indirectly,   Guarantor,  or  (ii)  if
                  Guarantor  is a  partnership,  the  requisite  number  of  its
                  partners have  determined that this Guaranty may reasonably be
                  expected to benefit, directly or indirectly, Guarantor; and

         (b)      Guarantor  has  adequate  means to obtain  from  Borrower on a
                  continuing   basis   information   concerning   the  financial
                  condition  of  Borrower  and   Guarantor  is  not  relying  on
                  Schlinger to provide such  information to Guarantor either now
                  or in the future; and

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         (c)      Guarantor has the power and authority to execute,  deliver and
                  perform  this  Guaranty and any other  agreements  executed by
                  Guarantor   contemporaneously  herewith,  and  the  execution,
                  delivery  and  performance  of this  Guaranty  and  any  other
                  agreements executed by Guarantor contemporaneously herewith do
                  not and will not violate (i) any  agreement or  instrument  to
                  which Guarantor is a party, (ii) any law, rule,  regulation or
                  order of any  governmental  authority  to which  Guarantor  is
                  subject, or (iii) its articles or certificate of incorporation
                  or bylaws,  if Guarantor is a corporation,  or its partnership
                  agreement, if Guarantor is a partnership; and

         (d)      Neither   Schlinger   nor  any   other   party  has  made  any
                  representation, warranty or statement to Guarantor in order to
                  induce Guarantor to execute this Guaranty; and

         (e)      The  financial  statements  and  other  financial  information
                  regarding  Guarantor  heretofore  and  hereafter  delivered to
                  Schlinger  are and shall be true and  correct in all  material
                  respects  and  fairly   present  the  financial   position  of
                  Guarantor  as of the dates  thereof,  and no material  adverse
                  change has  occurred in the  financial  condition of Guarantor
                  reflected  in the  financial  statements  and other  financial
                  information   regarding  Guarantor   heretofore  delivered  to
                  Schlinger since the date of the last statement thereof; and

         (f)      As of the  date  hereof,  and  after  giving  effect  to  this
                  Guaranty and the obligations  evidenced hereby,  (i) Guarantor
                  is and  will be  solvent,  (ii)  the  fair  saleable  value of
                  Guarantor's  assets  exceeds  and will  continue to exceed its
                  liabilities  (both fixed and  contingent),  (iii) Guarantor is
                  and will  continue to be able to pay its debts as they mature,
                  and (iv) if Guarantor is not an individual,  Guarantor has and
                  will  continue  to have  sufficient  capital  to  carry on its
                  business  and all  businesses  in which it is about to engage;
                  and

         (g)      Guarantor,  together  with  Borrower  and the  other  Obligors
                  defined in the Loan Agreement,  are a combined enterprise with
                  a  common  purpose,  each  dependent  on the  other,  and  the
                  successful  operations and viability of any one of them enures
                  to the benefit of each of them.  Guarantor has determined that
                  the  availability  of credit to  Borrower,  and the ability of
                  Borrower to make  proceeds of such  credit  available  for its
                  respective subsidiaries,  is of direct and indirect benefit to
                  it, of equivalent value, and that execution and performance of
                  this Guaranty is in its best interest; and

         (h)      Except as may be set out on any exhibit  attached hereto or as
                  disclosed in the  Borrower's  annual report on form 10-K filed
                  with  the SEC for the  year  ended  December  31,  1999 or the
                  Borrower's  quarterly  report on form 10-Q  filed with the SEC
                  for the quarter  ended March 31, 2000,  (i) there are no legal
                  proceedings,  material  claims or demands  pending  or, to the
                  knowledge of Guarantor, threatened against Guarantor or any of
                  Guarantor's  assets,  (ii) Guarantor is not in material breach
                  or  material  default of any legal  requirement;  and (iii) no
                  event has occurred which,  with a lapse of time or action by a
                  third party,  could result in Guarantor's  material  breach or
                  material default under any legal requirement.

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3.       Covenants.  Guarantor  hereby  covenants  and agrees with  Schlinger as
         follows:



         (a)      Guarantor  shall not,  so long as its  obligations  under this
                  Guaranty continue,  transfer or pledge any material portion of
                  its assets for less than full and adequate consideration; and

         (b)      Guarantor shall promptly  furnish to Schlinger at any time and
                  from  time  to  time  such  financial   statements  and  other
                  financial  information  of Guarantor as Schlinger may require,
                  in form and substance  satisfactory  to Schlinger  (including,
                  without limitation, annual financial statements within 45 days
                  after the end of each calendar year); and

         (c)      Guarantor   shall  promptly   inform   Schlinger  of  (i)  any
                  litigation or governmental  investigation against Guarantor or
                  affecting  any security for all or any part of the  Guaranteed
                  Indebtedness or this Guaranty which, if determined  adversely,
                  might  have a  material  adverse  effect  upon  the  financial
                  condition of Guarantor or upon such  security or might cause a
                  default  under  any of the Loan  Documents,  (ii) any claim or
                  controversy  which might become the subject of such litigation
                  or governmental investigation,  and (iii) any material adverse
                  change in the financial condition of Guarantor; and

         (d)      Guarantor   hereby   subordinates   all  indebtedness  now  or
                  hereafter  owing by Borrower to  Guarantor  to the  Guaranteed
                  Indebtedness.

4.       Consent and Waiver.

         (a)      Guarantor  waives  (i)  promptness,  diligence  and  notice of
                  acceptance of this Guaranty and notice of the incurring of any
                  obligation,  indebtedness  or liability to which this Guaranty
                  applies  or may  apply and  waives  presentment  for  payment,
                  notice of  nonpayment,  protest,  demand,  notice of  protest,
                  notice of intent to accelerate, notice of acceleration, notice
                  of dishonor, diligence in enforcement and indulgences of every
                  kind,  and (ii) the taking of any other  action by  Schlinger,
                  including  without  limitation giving any notice of default or
                  any other  notice to, or making any demand on,  Borrower,  any
                  other   guarantor  of  all  or  any  part  of  the  Guaranteed
                  Indebtedness or any other party.

         (b)      Schlinger may at any time, without the consent of or notice to
                  Guarantor,  without incurring  responsibility to Guarantor and
                  without  impairing,   releasing,  reducing  or  affecting  the
                  obligations  of  Guarantor  hereunder:  (i) change the manner,
                  place or terms of payment of all or any part of the Guaranteed
                  Indebtedness, or renew, extend, modify, rearrange or alter all
                  or any part of the  Guaranteed  Indebtedness;  (ii) change the
                  interest rate accruing on any of the  Guaranteed  Indebtedness
                  (including,  without  limitation,  any periodic change in such
                  interest rate that occurs because such Guaranteed Indebtedness
                  accrues  interest at a variable rate which may fluctuate  from
                  time to  time);  (iii)  sell,  exchange,  release,  surrender,
                  subordinate, realize upon or otherwise deal with in any manner
                  and in any  order  any  collateral  for all or any part of the
                  Guaranteed Indebtedness or this Guaranty or setoff against all
                  or any  part of the  Guaranteed  Indebtedness;  (iv)  neglect,
                  delay,  omit,  fail or refuse to take or prosecute  any action
                  for  the  collection  of  all or any  part  of the  Guaranteed
                  Indebtedness  or this  Guaranty  or to take or  prosecute  any
                  action  in  connection  with  any of the Loan  Documents;  (v)
                  exercise  or  refrain  from   exercising  any  rights  against
                  Borrower or others,  or otherwise  act or refrain from acting;
                  (vi) settle or  compromise  all or any part of the  Guaranteed
                  Indebtedness and subordinate the payment of all or any part of
                  the Guaranteed Indebtedness to the payment of any obligations,
                  indebtedness or liabilities  which may be due or become due to
                  Schlinger  or others;  (vii)  apply any  payment,  collections
                  through  process of law or  otherwise or other  collateral  of
                  Borrower  to  the   satisfaction   and   liquidation   of  the
                  indebtedness  or  obligations  of  Borrower to  Schlinger  not
                  guaranteed under this Guaranty; and (viii) apply any sums paid
                  to  Schlinger  by   Guarantor,   Borrower  or  others  to  the
                  Guaranteed Indebtedness in such order and manner as Schlinger,
                  in its sole discretion, may determine.

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         (c)      Should  Schlinger seek to enforce the obligations of Guarantor
                  hereunder  by  action  in any  court or  otherwise,  Guarantor
                  waives any  requirement,  substantive or procedural,  that (i)
                  Schlinger  first  enforce  any  rights  or  remedies   against
                  Borrower or any other person or entity liable to Schlinger for
                  all or any  part  of the  Guaranteed  Indebtedness,  including
                  without  limitation that a judgment first be rendered  against
                  Borrower or any other  person or entity,  or that  Borrower or
                  any other person or entity should be joined in such cause,  or
                  (ii)  Schlinger  first enforce  rights  against any collateral
                  which  shall ever have been given to secure all or any part of
                  the  Guaranteed  Indebtedness  or this  Guaranty.  Such waiver
                  shall  be  without  prejudice  to  Schlinger's  right,  at its
                  option,  to proceed  against  Borrower or any other  person or
                  entity, whether by separate action or by joinder.

         (d)      In addition to any other waivers,  agreements and covenants of
                  Guarantor set forth herein,  Guarantor  hereby  further waives
                  and  releases  all  claims,  causes of  action,  defenses  and
                  offsets for any act or omission of Schlinger,  its  directors,
                  officers,  employees,  representatives or agents in connection
                  with    Schlinger's    administration    of   the   Guaranteed
                  Indebtedness,  except for Schlinger's  willful  misconduct and
                  gross negligence.

5.       Obligations Not Impaired.

         (a)      Guarantor  agrees that its obligations  hereunder shall not be
                  released,  diminished,  impaired,  reduced or  affected by the
                  occurrence of any one or more of the following events: (i) the
                  death,  disability  or lack of  corporate  power of  Borrower,
                  Guarantor  (except as provided  in  paragraph 8 herein) or any
                  other   guarantor  of  all  or  any  part  of  the  Guaranteed
                  Indebtedness, (ii) any receivership, insolvency, bankruptcy or
                  other proceedings  affecting Borrower,  Guarantor or any other
                  guarantor of all or any part of the  Guaranteed  Indebtedness,
                  or any of their  respective  property;  (iii) the  partial  or
                  total release or discharge of Borrower or any other  guarantor
                  of all or any  part  of the  Guaranteed  Indebtedness,  or any
                  other person or entity from the  performance of any obligation
                  contained in any instrument or agreement evidencing, governing
                  or securing  all or any part of the  Guaranteed  Indebtedness,
                  whether  occurring  by  reason of law or  otherwise;  (iv) the
                  taking or accepting of any  collateral  for all or any part of
                  the Guaranteed  Indebtedness or this Guaranty;  (v) the taking
                  or accepting of any other  guaranty for all or any part of the
                  Guaranteed  Indebtedness;  (vi) any  failure by  Schlinger  to
                  acquire,  perfect or continue any lien or security interest on
                  collateral   securing  all  or  any  part  of  the  Guaranteed
                  Indebtedness  or this  Guaranty;  (vii) the  impairment of any
                  collateral   securing  all  or  any  part  of  the  Guaranteed
                  Indebtedness or this Guaranty; (viii) any failure by Schlinger
                  to  sell  any  collateral  securing  all  or any  part  of the
                  Guaranteed  Indebtedness  or this  Guaranty in a  commercially
                  reasonable  manner or as otherwise  required by law;  (ix) any
                  invalidity or  unenforceability  of or defect or deficiency in
                  any of the Loan Documents; or (x) any other circumstance which
                  might  otherwise   constitute  a  defense   available  to,  or
                  discharge  of,  Borrower or any other  guarantor of all or any
                  part of the Guaranteed Indebtedness.

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         (b)      This Guaranty shall continue to be effective or be reinstated,
                  as the case may be, if at any time any  payment  of all or any
                  part  of the  Guaranteed  Indebtedness  is  rescinded  or must
                  otherwise  be  returned  by  Schlinger  upon  the  insolvency,
                  bankruptcy or reorganization of Borrower, Guarantor, any other
                  guarantor of all or any part of the  Guaranteed  Indebtedness,
                  or otherwise, all as though such payment had not been made.

         (c)      Guarantor  agrees that its obligations  hereunder shall not be
                  released,  diminished,  impaired,  reduced or  affected by the
                  existence  of any other  guaranty  or the payment by any other
                  guarantor of all or any part of the Guaranteed Indebtedness.

         (d)      Guarantor's  obligations  hereunder  shall  not  be  released,
                  diminished,  impaired,  reduced or affected  by, nor shall any
                  provision  contained herein be deemed to be a limitation upon,
                  the amount of credit which  Schlinger  may extend to Borrower,
                  the number of  transactions  between  Schlinger  and Borrower,
                  payments by Borrower to Schlinger or Schlinger's allocation of
                  payments by Borrower.

         (e)      In the event Borrower is a corporation or partnership, none of
                  the following shall affect  Guarantor's  liability  hereunder:
                  (i) the  unenforceability of all or any part of the Guaranteed
                  Indebtedness  against  Borrower by reason of the fact that the
                  Guaranteed  Indebtedness  exceeds the amount permitted by law;
                  (ii) the act of  creating  all or any  part of the  Guaranteed
                  Indebtedness is ultra vires; or (iii) the officers or partners
                  creating all or any part of the Guaranteed  Indebtedness acted
                  in excess of their authority.  Guarantor  hereby  acknowledges
                  that  withdrawal   from,  or  termination  of,  any  ownership
                  interest  in  Borrower  now or  hereafter  owned  or  held  by
                  Guarantor  shall  not  alter,  affect  or in any way limit the
                  obligations of Guarantor hereunder.

6.       Actions against Guarantor.  In the event of a default in the payment or
         performance of all or any part of the Guaranteed Indebtedness when such
         Guaranteed Indebtedness becomes due,ether by its terms, by acceleration
         or otherwise,  Guarantor shall pay the amount due thereon to Schlinger,
         in lawful money of the United States,  at Schlinger's  address setforth
         above  within 5 days after  demand  thereof by  Schlinger.  One or more
         successive  or  concurrent  actions may be brought  against  Guarantor,
         either in the same  action  in which  Borrower  is sued or in  separate
         actions,  as  often as  Schlinger  deems  advisable.  The  exercise  by
         Schlinger of any right or remedy under this Guaranty or under any other
         agreement  or  instrument,  at law, in equity or  otherwise,  shall not
         preclude  concurrent  or  subsequent  exercise  of any  other  right or
         remedy.  The books and  records of  Schlinger  shall be  admissible  in
         evidence in any action or proceeding  involving this Guaranty and shall
         be prima facie  evidence of the payments  made on, and the  outstanding
         balance of, the Guaranteed Indebtedness.

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7.       Payment by Guarantor.  Whenever  Guarantor pays any sum which is or may
         become due under this  Guaranty,  written  notice must be  delivered to
         Schlinger  contemporaneously  with such payment. In the absence of such
         notice to  Schlinger by Guarantor  in  compliance  with the  provisions
         hereof,  any sums  received by Schlinger  on account of the  Guaranteed
         Indebtedness shall be conclusively deemed paid by Borrower.

8.       Death of  Guarantor.  In the  event  of the  death  of  Guarantor,  the
         obligations  of  the  deceased  Guarantor  under  this  Guaranty  shall
         continue as an obligation  against  Guarantor's estate as to (a) all of
         the  Guaranteed  Indebtedness  that  is  outstanding  on  the  date  of
         Guarantor's death, and any renewals or extensions thereof,  and (b) all
         loans,  advances  and other  extensions  of  credit  made to or for the
         account of Borrower on or after the date of Guarantor's  death pursuant
         to an obligation of Schlinger under a commitment or agreement described
         in paragraph 1 above and made to or with Borrower  prior to the date of
         Guarantor's death. The terms and conditions of this Guaranty, including
         without  limitation  the  consents and waivers set forth in paragraph 4
         hereof,   shall  remain  in  effect  with  respect  to  the  Guaranteed
         Indebtedness  described in the preceding sentence in the same manner as
         if Guarantor had not died.

9.       Notice of Sale. In the event that  Guarantor is entitled to receive any
         notice  under the Uniform  Commercial  Code,  as it exists in the state
         governing  any such  notice,  of the sale or other  disposition  of any
         collateral  securing all or any part of the Guaranteed  Indebtedness or
         this Guaranty, reasonable notice shall be deemed given when such notice
         is deposited in the United States mail, postage prepaid, at the address
         for  Guarantor set forth on the first page of this  Guaranty,  five (5)
         days  prior to the date any public  sale,  or after  which any  private
         sale, of any such  collateral is to be held;  provided,  however,  that
         notice given in any other reasonable  manner or at any other reasonable
         time shall be sufficient.

10.      Waiver by  Schlinger.  No delay on the part of Schlinger in  exercising
         any right  hereunder or failure to exercise the same shall operate as a
         waiver of such right. In no event shall any waiver of the provisions of
         this Guaranty be effective  unless the same be in writing and signed by
         an officer of Schlinger, and then only in the specific instance and for
         the purpose given.

11.      Successors and Assigns.  This Guaranty is for the benefit of Schlinger,
         its  successors  and  assigns,  and in the  event of an  assignment  by
         Schlinger of the  Guaranteed  Indebtedness,  or any part  thereof,  the
         rights  and  benefits   hereunder   shall  be  transferred   with  such
         indebtedness.  This Guaranty is binding upon Guarantor and  Guarantor's
         heirs,   executors,   administrators,   personal   representatives  and
         successors, including without limitation any person or entity obligated
         by operation of law upon the reorganization,  merger,  consolidation or
         other change in the organizational structure of Guarantor.

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12.      Costs and  Expenses.  Guarantor  shall pay on demand by  Schlinger  all
         costs  and  expenses,   including  without  limitation  all  reasonable
         attorneys'   fees,   incurred  by  Schlinger  in  connection  with  the
         enforcement  and/or  collection of this  Guaranty.  This covenant shall
         survive the payment of the Guaranteed Indebtedness.

13.      Severability.  If any  provision of this Guaranty is held by a court of
         competent  jurisdiction to be illegal,  invalid or unenforceable  under
         present or future laws, such provision shall be fully severable,  shall
         not impair or invalidate  the remainder of this Guaranty and the effect
         thereof shall be confined to the provision held to be illegal,  invalid
         or unenforceable.

14.      No  Obligation.  Nothing  contained  herein  shall be  construed  as an
         obligation  on the part of  Schlinger  to extend or  continue to extend
         credit to Borrower.

15.      Amendment.  No  modification  or  amendment  of any  provision  of this
         Guaranty, nor consent to any departure by Guarantor therefrom, shall be
         effective  unless the same shall be in writing and signed by an officer
         of Schlinger, and then shall be effective only in the specific instance
         and for the purpose for which given.

16.      Cumulative Rights.  All rights and remedies of Schlinger  hereunder are
         cumulative  of each  other and of every  other  right or  remedy  which
         Schlinger  may  otherwise  have  at  law  or in  equity  or  under  any
         instrument or agreement, and the exercise of one or more of such rights
         or remedies  shall not prejudice or impair the concurrent or subsequent
         exercise of any other rights or remedies.

17.      Governing Law; Venue;  Submission to Jurisdiction.  THIS GUARANTY 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  GUARANTY  IS  PERFORMABLE  IN  DALLAS  COUNTY,  TEXAS.
         GUARANTOR AGREES THAT DALLAS COUNTY, TEXAS SHALL BE THE EXCLUSIVE VENUE
         FOR  LITIGATION  OF ANY DISPUTE OR CLAIM  ARISING  UNDER OR RELATING TO
         THIS GUARANTY,  AND THAT SUCH COUNTY IS A CONVENIENT  FORUM IN WHICH TO
         DECIDE ANY SUCH  DISPUTE OR CLAIM.  GUARANTOR  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.  GUARANTOR
         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.


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18.      Compliance  with  Applicable  Usury  Laws.  Notwithstanding  any  other
         provision  of  this   Guaranty  or  of  any   instrument  or  agreement
         evidencing,  governing  or securing  all or any part of the  Guaranteed
         Indebtedness,  Guarantor and Schlinger by its  acceptance  hereof agree
         that Guarantor  shall never be required or obligated to pay interest in
         excess of the maximum nonusurious interest rate as may be authorized by
         applicable  law  for  the  written   contracts  which   constitute  the
         Guaranteed Indebtedness. It is the intention of Guarantor and Schlinger
         to conform  strictly to the applicable laws which limit interest rates,
         and any of the aforesaid  contracts for interest,  if and to the extent
         payable by  Guarantor,  shall be held to be subject to reduction to the
         maximum nonusurious interest rate allowed under said law.

19.      Descriptive   Headlines.   The  headings  in  this   Guaranty  are  for
         convenience only and shall not define or limit the provisions hereof.

20.      Gender.  Within this  Guaranty,  words of any gender  shall be held and
         construed to include the other gender.

21.      Limitation regarding Guaranteed Indebtedness.  Notwithstanding anything
         to the contrary contained in this Guaranty, the Guaranteed Indebtedness
         of Guarantor  hereunder  shall not exceed an aggregate  amount equal to
         the  greatest  amount that would not render  Guarantor's  indebtedness,
         liabilities  or  obligations  under this Guaranty  subject to avoidance
         under  Sections  544,  548 or 550 of the  Federal  Bankruptcy  Code  or
         subject to being set aside or annulled under any  applicable  state law
         relating to fraud on creditors;  provided,  however, that, for purposes
         of the  immediately  preceding  clause,  it shall be presumed  that the
         Guaranteed  Indebtedness  of Guarantor under this Guaranty do not equal
         or  exceed  any  aggregate   amount  which  would  render   Guarantor's
         indebtedness, liabilities or obligations under this Guaranty subject to
         being so avoided, set aside or annulled, and the burden of proof to the
         contrary  shall be on the party  asserting to the contrary.  Subject to
         but without  limiting the  generality  of the foregoing  sentence,  the
         provisions of this Guaranty are severable  and, in any legally  binding
         action  or  proceeding   involving  any  state  corporate  law  or  any
         bankruptcy, insolvency or other laws of general application relating to
         the enforcement of creditors' rights and general  principles of equity,
         if the indebtedness, liabilities or obligations of Guarantor under this
         Guaranty would  otherwise be held or determined to be void,  invalid or
         unenforceable on account of the amount of its indebtedness, liabilities
         or obligations  under this Guaranty,  then,  notwithstanding  any other
         provision  of  this  Guaranty  to the  contrary,  the  amount  of  such
         indebtedness,  liabilities  or obligations  shall,  without any further
         action by Guarantor or Schlinger,  be automatically limited and reduced
         to the greatest  amount which is valid and enforceable as determined in
         such action or proceeding.

22.      Notices.  All  notices  hereunder  shall  be in  writing  and  shall be
         personally  delivered or sent by registered or certified  mail,  return
         receipt requested, to the address for Schlinger and Guarantor set forth
         on the first page of this  Guaranty.  Schlinger and  Guarantor  may, by
         proper  written notice  hereunder,  change the address to which notices
         may be sent thereafter to such party.

23.      Entire  Agreement.  This Guaranty contains the entire agreement between
         Guarantor  and  Schlinger  regarding  the  subject  matter  hereof  and
         supersedes all prior written and oral agreements and understandings, if
         any, regarding same; provided, however, this Guaranty is in addition to
         and does not replace,  cancel,  modify or affect any other  guaranty of
         Guarantor now or hereafter  held by Schlinger  that relates to Borrower
         or any other person or entity.

Specific Guaranty                                                       05/28/99

                                        8

<PAGE>

24.      WAIVER OF JURY  TRIAL.  GUARANTOR  HEREBY  IRREVOCABLY  WAIVES,  TO THE
         MAXIMUM  EXTENT  PERMITTED  BY LAW, ANY RIGHT  GUARANTOR  MAY HAVE TO A
         TRIAL BY JURY IN RESPECT TO ANY  LITIGATION  DIRECTLY OR  INDIRECTLY AT
         ANY TIME ARISING OUT OF, UNDER OR IN  CONNECTION  WITH THIS GUARANTY OR
         ANY TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

25.      NOTICE  OF NO ORAL  AGREEMENTS.  THIS  GUARANTY  REPRESENTS  THE  FINAL
         AGREEMENT  BETWEEN THE PARTIES HERETO WITH RESPECT TO THE  TRANSACTIONS
         CONTEMPLATED  HEREIN AND MAY NOT  CONTRADICTED  BY  EVIDENCE  OF PRIOR,
         CONTEMPORANEOUS,  OR SUBSEQUENT ORAL  AGREEMENTS OF THE PARTIES.  THERE
         ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

26.      Amendment and  Restatement  of Original  Guaranty.  Effective as of the
         date  hereof,   this  Agreement  shall   constitute  an  amendment  and
         restatement of all, but not an extinguishment,  discharge, satisfaction
         or novation of any,  indebtedness  liabilities  and/or  obligations  of
         Borrower  under  that  certain  Specific  Guaranty  dated  June 3, 1999
         executed by Guarantor to and in favor of Schlinger.

EXECUTED AND EFFECTIVE as of the date first set forth above.

                                          GUARANTOR:

                                          USA INDUSTRIES, INCORPORATED

                                          By:    _______________________________

                                          Name:  _______________________________

                                          Title: _______________________________



Specific Guaranty                                                       05/28/99


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