EXHIBIT 10.49

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                       AMENDED AND RESTATED LOAN AGREEMENT


THIS AMENDED AND RESTATED LOAN  AGREEMENT (the  "Agreement")  is made as of this
17th day of May, 2000 by and between KARTS INTERNATIONAL INCORPORATED,  a Nevada
corporation  ("Borrower")  and  THE  SCHLINGER  FOUNDATION   ("Schlinger").   In
connection  with the mutual  covenants  and  agreements  contained  herein,  the
parties hereto agree as follows:

1.       Definitions. All terms and phrases used herein which are defined in the
         Uniform  Commercial Code in the State of Texas, as amended from time to
         time (the "UCC"),  shall have the meanings given them in the UCC unless
         otherwise  defined  herein.  The  following   definitions  shall  apply
         throughout this Agreement:

         "Affiliate"  means with  respect to any Person in  question,  any other
         Person  owned or  controlled  by, or which owns or controls or is under
         common control or is otherwise affiliated with such Person in question.
         A Person  shall be  deemed to  control  another  Person if such  Person
         possesses,  directly  or  indirectly,  the power to direct or cause the
         direction of the management and policies of such other Person,  whether
         through the ownership of voting securities, by contract or otherwise.

         "BTK" means Brister's Thunder Karts, Inc., a Louisiana corporation.

         "Business Day" means any day other than  Saturday,  Sunday or any other
         day on which financial institutions doing business in Dallas, Texas are
         closed.

         "Collateral" has the meaning given it in Section 4.

         "Common  Stock" shall mean the common  stock,  $.001 par value,  of the
         Borrower.

         "Environmental  Laws" means any and all federal,  state and local laws,
         regulations,  rules, orders, licenses, agreements or other governmental
         restrictions  relating  to  the  protection  of  human  health  or  the
         environment  or to  emissions,  discharges or releases of pollutants or
         industrial,  toxic or hazardous  substances  into the  environment,  or
         otherwise relating to the manufacture, processing, treatment, transport
         or handling of pollutants or industrial, toxic or hazardous substances.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
         amended  from time to time,  together  with all  rules and  regulations
         promulgated with respect thereto.

         "ERISA  Affiliate"  means with respect to any Person in  question,  any
         Person that would be treated as a single, employer with Borrower.

         "ERISA  Plan" means any  pension  benefit  plan  subject to Title IV of
         ERISA  maintained  by  Borrower  or any ERISA  Affiliate  thereof  with
         respect  to  which  Borrower  or any  ERISA  Affiliate  has a fixed  or
         contingent liability.


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         "Event of Default" has the meaning given it in Section 12.

         "GAAP"  means  those  generally  accepted  accounting   principles  and
         practices  which are  recognized  as such by the  Financial  Accounting
         Standards Board (or any generally recognized  successor),  consistently
         applied throughout the period involved.

         "Guarantors"  means USA,  BTK,  KINT and Straight  Line (whether one or
         more).

         "Indemnified Claims" means any and all claims, demands, actions, causes
         of action, judgments, suits, liabilities,  obligations, losses, damages
         and consequential damages,  penalties, fines, costs, fees, expenses and
         disbursements  (including  without  limitation,  fees and  expenses  of
         attorneys and other professional  consultants and experts in connection
         with any  investigation  or defense) of every kind or nature,  known or
         unknown,  existing or hereafter arising,  foreseeable or unforeseeable,
         which may be imposed upon,  threatened or asserted  against or incurred
         or paid by any  Indemnified  Person  at any time and from time to time,
         because of or resulting from, in connection with or in any way relating
         to or arising out of the Loan, the Collateral or any other transaction,
         act,  omission,  event or  circumstance  in any way  connected  with or
         contemplated  by this  Agreement  or the other  Loan  Documents  or any
         action  taken or omitted  by any such  Indemnified  Person  under or in
         connection with any of the foregoing  (including but not limited to any
         investigation,   litigation,  proceeding,  enforcement  of  Schlinger's
         rights or defense of Schlinger's  actions  related to or arising out of
         this  Agreement  or the  other  Loan  Documents),  whether  or not  any
         Indemnified Person is a party hereto.

         "Indemnified   Person"  shall   collectively  mean  Schlinger  and  its
         officers,    directors,     shareholders,     employees,     attorneys,
         representatives, agents, Affiliates, successors and assigns.

         "KINT" means KINT, L.L.C., a Louisiana limited liability company.

         "Lien" means any mortgage,  lien,  pledge,  assignment,  adverse claim,
         charge, security interest or other encumbrance.

         "Loan" has the meaning given it in Section 2.

         "Loan  Documents"  means  this  Agreement,   the  Note  and  all  other
         documents,  agreements  and  instruments  now or hereafter  required by
         Schlinger  to  be  executed  and  delivered  in   connection   herewith
         (including,   without   limitation,   all  documents,   agreements  and
         instruments  evidencing,   securing,  governing,   guaranteeing  and/or
         pertaining to the Note and the Loan).

         "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  Agreement  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
         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 (a) the "weekly  ceiling"
         described in and computed in accordance  with the provisions of Section
         303.003 of the Texas  Finance  Code,  as amended or (b) if the  parties
         subsequently contract as allowed by Texas law, the quarterly ceiling or
         the  annualized  ceiling  computed  pursuant to Section  303.008 of the
         Texas Finance Code, as amended; provided, however, that at any time the
         "weekly ceiling", the quarterly ceiling or the annualized ceiling shall
         be less than 18% per annum or more than 24% per annum,  the  provisions
         of Section 303.009(a) and Section 303.009(b) of the Texas Finance Code,
         as amended,  shall  control  for  purposes  of such  determination,  as
         applicable.

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         "Net  Profit"  means net income  after taxes  (including  extraordinary
         losses and excluding  extraordinary gains) as of the end of time period
         being measured.

         "Note" has the meaning given it in Section 3.

         "Obligations"   means  any  and  all   indebtedness,   liabilities  and
         obligations of Borrower or any other Obligor to Schlinger, evidenced by
         and/or  arising  pursuant  to  any of the  Loan  Documents  (including,
         without  limitation,  this  Agreement  and the Note),  now  existing or
         hereafter arising, whether direct, indirect, related, unrelated, fixed,
         contingent,  liquidated,  unliquidated,  joint,  several  or joint  and
         several,  including,  without  limitation,  (a) the  obligations of the
         Borrower or any other Obligor to repay the Loan, to pay interest on the
         Loan (including,  without  limitation,  interest accruing after any, if
         any,  bankruptcy,  insolvency,  reorganization or other similar filing)
         and to  pay  all  fees,  indemnities,  costs  and  expenses  (including
         attorneys'  fees)  provided  for in the  Loan  Documents  and  (b)  the
         indebtedness   constituting   the  Loan  and   such   interest,   fees,
         indemnities, costs and expenses.

         "Obligors" means Borrower and Guarantors.

         "Original Loan Agreement"  means that certain Loan Agreement dated June
         3, 1999 between Schlinger and Borrower, as amended.

         "Original  Loan"  means  the  "Loan"  as such  term is  defined  in the
         Original Loan Agreement.

         "Original Loan  Documents"  means the "Loan  Documents" as such term is
         defined in the Original Loan Agreement.

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         "Person"  means  a  corporation,   association,   partnership,  limited
         liability company, organization,  business, individual, governmental or
         political subdivision thereof or governmental agency.

         "Subordinated  Debt" means indebtedness owing by Borrower to a creditor
         other than Schlinger which has been  subordinated  and subject in right
         of payment to the prior payment of all indebtedness and obligations now
         or hereafter owing by Borrower to Schlinger,  such  subordination to be
         evidenced by a written agreement between Schlinger and the subordinated
         creditor which is in form and substance satisfactory to Schlinger.

         "Straight  Line" means  Straight Line  Manufacturing,  Inc., a Michigan
         corporation.

         "Tangible  Net  Worth"  means,  as of any  date,  the  amount  by which
         Borrower's total assets exceeds its total liabilities plus Subordinated
         Debt,  less any intangible  assets (as defined by GAAP),  less deferred
         charges.

         "Termination  Event" means (a) the occurrence with respect to any ERISA
         Plan of (i) a  reportable  event  described in Sections  4043(b)(5)  of
         ERISA or (ii) any other  reportable  event described in Section 4043 of
         ERISA other than a reportable  event not subject to the  provision  for
         30-day notice to the Pension Benefit Guaranty Corporation pursuant to a
         waiver by such  corporation  under  Section  4043(a) of ERISA,  (b) the
         withdrawal of Borrower or any Affiliate of Borrower from any ERISA Plan
         during a plan year in which it was a "substantial  employer" as defined
         in Section  4001(a)(2)  of ERISA,  or (c) any event or condition  which
         might   constitute   grounds  under  Section  4042  of  ERISA  for  the
         termination  of, or the  appointment  of a trustee to  administer,  any
         ERISA Plan.

         "USA" means USA Industries Incorporated, an Alabama corporation.

2.       Loan.

         (a) Loan and Repayment.  Subject to the terms of this Agreement, on the
         date of this Agreement or at such time that all  applicable  conditions
         have been satisfied,  whichever is later, Schlinger will make a loan in
         one or more  advances  to the  Borrower  (the  "Loan"),  to the  extent
         requested  by the  Borrower as of such date,  in an original  principal
         amount not to exceed  Two  Million  Five  Hundred  Thousand  and No/100
         Dollars ($2,500,000) in the aggregate.  Notwithstanding anything to the
         contrary contained in this Agreement,  the Borrower and Schlinger agree
         that, as of the date hereof, the aggregate outstanding principal amount
         of the  Original  Loan is  $___________,  which  amount shall be deemed
         outstanding as part of the Loan  hereunder.  (Such loans referred to in
         this Section 2 (a) now or hereafter made or deemed made by Schlinger to
         Borrower are hereinafter  collectively called the "Loan".) Principal of
         the Loan  shall be due and  payable  in one  installment  of all unpaid
         principal and accrued unpaid interest on May ___, 2005.

         (b) Prepayment.  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 the Borrower  shall (i) give  Schlinger
         thirty (30) days' written notice of the  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]

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3.       Promissory Note.

         (a)      Note. Borrower agrees to execute,  contemporaneously herewith,
                  a promissory  note payable to the order of Schlinger,  in form
                  and substance  acceptable to Schlinger in Schlinger's sole and
                  absolute  discretion,  for  the  Loan  provided  hereunder  to
                  evidence the indebtedness owing by Borrower to Schlinger under
                  the Loan  (whether one or more,  together  with any  renewals,
                  extensions and increases thereof, the "Note").

         (b)      Rate and  Payments.  The principal of and interest on the Note
                  shall be due and payable and may be prepaid in accordance with
                  the  terms  and  conditions  set forth in the Note and in this
                  Agreement.  Interest on the Note shall  accrue at the rate set
                  forth therein.

         (c)      Conversion.  The Note and the  outstanding  amount of the Loan
                  shall be convertible  into common stock and/or preferred stock
                  of the Borrower and shall have certain  registration rights in
                  favor of the holder thereof,  in accordance with the terms and
                  conditions set forth in the Note.

4.       Collateral. As security for the Obligations,  Schlinger shall receive a
         Lien in and to the  collateral  described  in the other Loan  Documents
         (the "Collateral").

5.       Guarantors.  As a condition  precedent  to  Schlinger's  obligation  to
         provide the Loan to Borrower,  Borrower  agrees to cause the Guarantors
         to each execute and deliver to Schlinger  contemporaneously  herewith a
         guaranty  agreement,  in form and substance  acceptable to Schlinger in
         Schlinger's sole and absolute discretion.

6.       Representations and Warranties. Borrower hereby represents and warrants
         to Schlinger as follows:

         (a)      Existence.  Borrower is a corporation duly organized,  validly
                  existing and in good  standing  under the laws of the state of
                  its  incorporation  and  is  duly  licensed,  qualified  to do
                  business and is in good  standing in all other states in which
                  such licensing, qualification and good standing are necessary.
                  Borrower has all requisite  power and authority (i) to own and
                  operate its  properties,  (ii) to carry on its business as now
                  conducted  and as  proposed  to be  conducted,  and  (iii)  to
                  execute  and  deliver  this   Agreement  and  the  other  Loan
                  Documents to which Borrower is a party.

         (b)      Binding Obligations. The execution,  delivery, and performance
                  of this  Agreement  and all of the  other  Loan  Documents  by
                  Borrower have been duly authorized by all necessary  action by
                  Borrower,  have been duly  executed and  delivered by Borrower
                  and  constitute  legal,  valid  and  binding   obligations  of
                  Borrower,  enforceable  in  accordance  with their  respective
                  terms, except as limited by bankruptcy,  insolvency or similar
                  laws of general  application  relating to the  enforcement  of
                  creditors'  rights and except to the extent specific  remedies
                  may generally be limited by equitable principles.

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         (c)      No Consent.  The execution,  delivery and  performance of this
                  Agreement and the other Loan Documents,  and the  consummation
                  of the transactions  contemplated  hereby and thereby,  do not
                  (i) conflict  with,  result in a violation of, or constitute a
                  default  under (A) any  provision  of  Borrower's  articles or
                  certificate  of   incorporation   or  bylaws,   (B)  any  law,
                  governmental  regulation,  court decree or order applicable to
                  Borrower,  or (C) any other  document  or  agreement  to which
                  Borrower is a party, or (ii) require the consent,  approval or
                  authorization of any third party.

         (d)      Financial  Condition.  Each  financial  statement  of Borrower
                  supplied to  Schlinger  is true,  correct and  complete in all
                  material  respects and fairly  presents  Borrower's  financial
                  condition in all material respects as of the date of each such
                  statement.  There has been no material  adverse change in such
                  financial  condition  or results  of  operations  of  Borrower
                  subsequent to the date of the most recent financial  statement
                  supplied to Schlinger.

         (e)      Litigation.  There  are  no  actions,  suits  or  proceedings,
                  pending or, to the knowledge of Borrower,  threatened  against
                  or affecting  Borrower or the  properties of Borrower,  before
                  any court or  governmental  department,  commission  or board,
                  which,  if  determined  adversely  to  Borrower,  would have a
                  material adverse effect on the business,  financial condition,
                  properties, operations or prospects of Borrower.

         (f)      Taxes.  Governmental Charges.  Borrower has filed all federal,
                  state and local tax reports and returns required by any law or
                  regulation  to be filed  by it and has  either  duly  paid all
                  taxes,  duties and charges  indicated due on the basis of such
                  returns  and  reports,  or  made  adequate  provision  for the
                  payment thereof,  and the assessment of any material amount of
                  additional  taxes in excess of those paid and  reported is not
                  reasonably  expected.  There  is no tax  Lien  notice  against
                  Borrower or its properties presently on file.

         (g)      ERISA  Compliance.   Borrower  is  in  compliance  with  ERISA
                  concerning  Borrower's  ERISA Plan, if any, or is not required
                  to  contribute  to any  "multi-employer  plan" as  defined  in
                  Section 401 of ERISA.

         (h)      Compliance  with Laws.  Borrower is conducting its business in
                  material  compliance  with all  statutes,  rules,  regulations
                  and/or  ordinances  imposed  by  any  governmental  unit  upon
                  Borrower  or upon  its  businesses,  operations  and  property
                  (including,   without  limitation,  all  Environmental  Laws).
                  Borrower  has  all  permits  and  licenses  necessary  for the
                  operations  of its  business  as  presently  conducted  and as
                  proposed to be conducted.

         (i)      Tradenames.  Borrower and Guarantors conduct business under no
                  trade or assumed name except KINT conducts  business under the
                  tradename Bird Promotions.

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7.       Conditions Precedent to Loan.  Schlinger's  obligation to make the Loan
         under this Agreement and the other Loan  Documents  shall be subject to
         the  conditions  precedent  that, as of the date of such Loan and after
         giving effect thereto (i) all  representations  and warranties  made to
         Schlinger in this Agreement and the other Loan Documents  shall be true
         and  correct,  as of and as if  made  on such  date,  (ii) no  material
         adverse  change in the financial  condition of Borrower or its business
         since  the  effective  date of the  most  recent  financial  statements
         furnished to Schlinger by Borrower shall have occurred,  (iii) no Event
         of  Default  shall  have  occurred  and no event  has  occurred  and is
         continuing,  or would result from the requested Loan, which with notice
         or lapse of time,  or both,  would  constitute  an Event of Default (as
         hereinafter  defined),  (iv)  Schlinger  shall have  received  all Loan
         Documents  appropriately  executed  by  Borrower  and all other  proper
         parties and all such Loan  Documents are in full force and effect,  (v)
         all  indebtedness,  liabilities and obligations of each of the Obligors
         to KBK  Financial,  Inc.  shall be paid in full  concurrently  with the
         making of the Loan,  (vi) Schlinger  shall have received all documents,
         certificates,  agreements and  instruments  relating to the issuance of
         [preferred  shares of capital stock] of Borrower to Schlinger,  in form
         and  substance  satisfactory  to Schlinger,  appropriately  executed by
         Borrower and all other proper  parties,  (vii) Charles Brister and Rick
         Jones  shall  have  each  entered  into an  employment  agreement  with
         Borrower  that  is  for a term  of at  least  three  (3)  years  and is
         otherwise in form and  substance  satisfactory  to Schlinger and (viii)
         Schlinger  shall have received all fees and expenses owing to Schlinger
         under this Agreement and the other Loan Documents  (including,  without
         limitation,  legal fees incurred in  connection  with the Original Loan
         Agreement  and the  other  Original  Loan  Documents  in the  amount of
         $__________ which are reimbursable by Borrower to Schlinger).

8.       Affirmative  Covenants.  Until the Note and all other  obligations  and
         liabilities  of  Borrower  under  this  Agreement  and the  other  Loan
         Documents  are  fully  paid and  satisfied,  and  Borrower  agrees  and
         covenants that it will,  unless  Schlinger shall  otherwise  consent in
         writing (which consent may be withheld by Schlinger in Schlinger's sole
         and absolute discretion):

         (a)      Accounts  and  Records.  Maintain  its  books and  records  in
                  accordance with GAAP.

         (b)      Right of Inspection.  Permit Schlinger to visit its properties
                  and installations and to examine, audit and make and take away
                  copies or reproductions  of Borrower's  books and records,  at
                  all  reasonable  times.  Borrower  agrees  to  pay  all  costs
                  associated  with any such  audits,  at a rate equal to $500.00
                  per day, per person,  plus out-of-pocket  expenses;  provided,
                  however,  as  long  as  no  Event  of  Default  has  occurred,
                  Borrower's  obligation for Schlinger's audits shall not exceed
                  $15,000.00 per calendar year.

         (c)      Right to Additional  Information.  Furnish Schlinger with such
                  additional  information  and  statements,  lists of assets and
                  liabilities,  tax returns,  and other  reports with respect to
                  Borrower's  financial  condition  and business  operations  as
                  Schlinger may request from time to time.

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         (d)      Compliance  with Laws.  Conduct its business in an orderly and
                  efficient manner consistent with good business practices,  and
                  perform  and  comply  with all  statutes,  rules,  regulations
                  and/or  ordinances  imposed  by  any  governmental  unit  upon
                  Borrower, its businesses, operations and properties (including
                  without limitation, all Environmental Laws).

         (e)      Taxes.  Pay and  discharge  when due all  assessments,  taxes,
                  governmental  charges  and  levies,  of every kind and nature,
                  imposed upon  Borrower or its  properties,  income or profits,
                  prior to the date on which  penalties  would  attach,  and all
                  lawful claims that, if unpaid, might become a Lien upon any of
                  Borrower's  property,  income or profits;  provided,  however,
                  Borrower  will not be required to pay and  discharge  any such
                  assessment,  tax,  charge,  levy or  claim so long as (i) same
                  shall be  contested  in good  faith by  appropriate  judicial,
                  administrative or other legal proceedings  timely  instituted,
                  (ii) Borrower shall have  established  adequate  reserves with
                  respect to such contested  assessment,  tax,  charge,  levy or
                  claim in accordance  with GAAP,  and (iii) the  perfection and
                  priority of Schlinger's  security  interest in the Collateral,
                  or the value of the Collateral, is not impaired.

         (f)      Insurance.  Maintain,  with  financially  sound and  reputable
                  insurers,  such  insurance  as deemed  necessary  or otherwise
                  reasonably  required by  Schlinger,  including but not limited
                  to, fire  insurance,  comprehensive  property  damage,  public
                  liability,  worker's  compensation  and business  interruption
                  insurance.

         (g)      Notice of Material Change/Litigation.  Borrower shall promptly
                  notify Schlinger in writing (i) of any material adverse change
                  in Borrower's financial condition or its businesses,  and (ii)
                  of any  litigation  or claims  against  Borrower  which  could
                  materially   affect  Borrower  or  its  business   operations,
                  financial condition or prospects.

         (h)      Corporate Existence. Maintain its corporate existence and good
                  standing   in  the   state  of  its   incorporation   and  its
                  qualification  and good  standing  in all other  states  where
                  required by applicable law.

         (i)      ERISA.  Borrower shall promptly notify Schlinger in writing of
                  the  adoption  or  amendment  of any plan that  results in the
                  representations  in  Subsection  7(g) no longer being true and
                  correct.

         (j)      Additional Documentation.  Execute and deliver, or cause to be
                  executed  and  delivered,   any  and  all  other   agreements,
                  instruments  or  documents   which  Schlinger  may  reasonably
                  request   in  order  to  give   effect  to  the   transactions
                  contemplated   under  this   Agreement   and  the  other  Loan
                  Documents.

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9.       Negative  Covenants.  Until  the Note  and all  other  obligations  and
         liabilities  of  Borrower  under  this  Agreement  and the  other  Loan
         Documents  are fully  paid and  satisfied,  Borrower  will not and will
         cause Guarantors to not, without the prior written consent of Schlinger
         (which consent, withhold in Schlinger's sole and absolute discretion):

         (a)      Nature of Business.  Make any material change in the nature of
                  its business as carried on as of the date hereof.

         (b)      Liquidations,  Mergers,  Consolidations;   Acquisitions;  Name
                  Change. Liquidate, merge or consolidate with or into any other
                  Person,  convert from one type of legal entity to another type
                  of legal entity, form or acquire any new subsidiary or acquire
                  by  purchase  or  otherwise  all or  substantially  all of the
                  assets of any other  Person,  or  change  its name or  operate
                  under any new trade or assumed names.

         (c)      Transactions  with  Affiliates.  Enter  into any  transaction,
                  including,  without limitation, the purchase, sale or exchange
                  of  property  or  the  rendering  of  any  service,  with  any
                  Affiliate of any Obligor, except in the ordinary course of and
                  pursuant  to  the  reasonable  requirements  of  an  Obligor's
                  business,  upon fair and reasonable terms no less favorable to
                  Obligor  than would be obtained in a  comparable  arm's-length
                  transaction  with a person or entity not an  Affiliate  of any
                  Obligor and in accordance with the terms and provisions of the
                  Loan Documents.

         (d)      Sale of Assets. Sell, lease,  transfer or otherwise dispose of
                  all or  substantially  all of its assets or properties,  other
                  than inventory sold in the ordinary  course of business and as
                  necessary to replace obsolete equipment.

         (e)      Liens.  Create or incur any Lien on any of its  assets,  other
                  than (i) Liens securing indebtedness owing to Schlinger,  (ii)
                  pledges or deposits to secure the payment of obligations under
                  any worker's compensation laws or similar laws, (iii) deposits
                  to secure the payment of public or statutory obligations, (iv)
                  mechanic's,  carriers', workman's,  repairman's or other Liens
                  arising by operation of law in the ordinary course of business
                  which  secure  obligations  that are not  overdue or are being
                  contested  in  good  faith  and  for  which  such  entity  has
                  established  adequate  reserves in accordance  with  generally
                  accepted  accounting  principles,  (and for which  Schlinger's
                  security  interest in the  Collateral is not impaired) and (v)
                  Liens existing as of the date hereof which have been disclosed
                  to and approved by Schlinger in writing.

         (f)      Change in Management. Permit a change in the senior management
                  of Borrower.

         (g)      Loans.  Make any loans to any person or entity.

10.      Financial  Covenants.  Until  the Note and all  other  obligations  and
         liabilities  of  Borrower  under  this  Agreement  and the  other  Loan
         Documents are fully paid and  satisfied,  Obligors,  on a  consolidated
         basis, will maintain the following financial covenants:

         (a)      Current Ratio. At the end of each fiscal month, a ratio of (i)
                  current assets (excluding prepaid  expenses),  to (ii) current
                  liabilities of not less than 1.5 to 1.0.

                                       9

<PAGE>


         (b)      Debt/Tangible  Net  Worth  Ratio.  At the end of  each  fiscal
                  month,  a ratio of total  liabilities to Tangible Net Worth of
                  less than 2.5 to 1.0.

         (c)      Tangible  Net  Worth.  At the end of each  fiscal  month,  its
                  Tangible Net Worth of not less than $2,500,000.00.

         Unless  otherwise  specified,  all accounting  and financial  terms and
         covenants set forth above are to be determined according to GAAP.

11.      Reporting  Requirements.  Until the Note and all other  obligations and
         liabilities  of  Borrower  under  this  Agreement  and the  other  Loan
         Documents  are fully paid and  satisfied,  Borrower will and will cause
         the Guarantors to, unless Schlinger shall otherwise consent in writing,
         furnish to Schlinger:

         (a)      Financial Statements.  The following financial statements: (i)
                  within  120 days  after  the last day of each  fiscal  year of
                  Borrower a consolidated statement of income and a consolidated
                  statement of cash flows of Obligors for such fiscal year,  and
                  a consolidated balance sheet of Obligors as of the last day of
                  such  fiscal  year  in each  case  audited  by an  independent
                  certified  public  accounting  firm  acceptable  to Schlinger,
                  together with a copy of any report to management  delivered to
                  Borrower by such accountants in connection therewith; and (ii)
                  within  30 days  after  the last day of each  fiscal  month of
                  Borrower,  an unaudited  consolidated  statement of income and
                  statement of cash flows of Obligors for such fiscal month, and
                  an unaudited  consolidated balance sheet of Obligors as of the
                  last  day  of  such  fiscal  month.  Borrower  represents  and
                  warrants  that each such  statement of income and statement of
                  cash flows will fairly  represent,  in all material  respects,
                  the results of  operations  and cash flows of Borrower for the
                  period set forth  therein,  and that each such  balance  sheet
                  will fairly represent, in all material respects, the financial
                  condition of Borrower as of the date set forth therein, all in
                  accordance with GAAP, (or, with respect to unaudited financial
                  statements,  in the notes  thereto  and  subject  to  year-end
                  review adjustments).

         (b)      Inventory  Listing.  A list  of  inventory  for USA and BTK by
                  location and type (to include the  following:  raw  materials,
                  work in process and finished  goods)  within ten (10) Business
                  Days  after  the  end  of  each  month,  in  form  and  detail
                  satisfactory to Schlinger.

12.      Events of Default.  Each of the following shall constitute an "Event of
         Default" under this Agreement and the other Loan Documents:

         (a)      Failure to Pay Indebtedness. Borrower shall fail to pay as and
                  when due any part of the  principal  of, or  interest  on, the
                  Note  or any  other  Obligations  now or  hereafter  owing  to
                  Schlinger by Borrower.

         (b)      Non-Performance of Covenants. Any of the Obligors shall breach
                  any covenant or agreement made herein in any of the other Loan
                  Documents or in any other  agreement now or hereafter  entered
                  into between any of the Obligors and Schlinger.

                                       10

<PAGE>


         (c)      False  Representation.  Any  warranty or  representation  made
                  herein,  or in any of the other Loan Documents  shall be false
                  or misleading in any material respect when made.

         (d)      Default Under Other Loan Documents. The occurrence of an event
                  of default under any of the other Loan  Documents or any other
                  agreement  now or  hereafter  entered  into between any of the
                  Obligors and Schlinger.

         (e)      Untrue Financial Report.  Any report,  certificate,  schedule,
                  financial  statement,  profit  and  loss  statement  or  other
                  statement  furnished by any Obligor, or by any other person on
                  behalf of any Obligor, to Schlinger is not true and correct in
                  any material respect.

         (f)      Default to Third  Party.  The  occurrence  of any event  which
                  permits the  acceleration of the maturity of any  indebtedness
                  owing by any of the  Obligors  to any  third  party  under any
                  agreement or undertaking.

         (g)      Bankruptcy.  The filing of a voluntary or involuntary  case by
                  or  against  any of  the  Obligors  under  the  United  States
                  Bankruptcy  Code or other  present or future  federal or state
                  insolvency,  bankruptcy or similar laws, or the appointment of
                  a  receiver,   trustee,   conservator   or  custodian   for  a
                  substantial portion of the assets of any of the Obligors.

         (h)      Insolvency. Any of the Obligors shall become insolvent, make a
                  transfer in fraud of creditors or make an  assignment  for the
                  benefit of creditors.

         (i)      Involuntary   Lien.   The  filing  or   commencement   of  any
                  involuntary Lien, garnishment, attachment or the like shall be
                  issued against or with respect to the Collateral.

         (j)      Material  Adverse Change. A material adverse change shall have
                  occurred in the  financial  condition,  business  prospects or
                  operations of any of the Obligors.

         (k)      Tax Lien.  Any of the  Obligors  shall have a federal or state
                  tax Lien filed against any of its properties.

         (l)      Execution on Collateral. The Collateral or any portion thereof
                  is taken on execution or other process of law.

         (m)      ERISA Plan.  Either (i) any "accumulated  funding  deficiency"
                  (as defined in Section 412(a) of the Internal  Revenue Code of
                  1986, as amended) in excess of $25,000  exists with respect to
                  any ERISA Plan of Borrower or its ERISA Affiliate, or (ii) any
                  Termination  Event  occurs  with  respect to any ERISA Plan of
                  Borrower or its ERISA  Affiliate and the then current value of
                  such ERISA Plan's benefit liabilities exceeds the then current
                  value of such ERISA Plan's assets available for the payment of
                  such benefit liabilities by more than $25,000.

                                       11

<PAGE>


         (n)      Guarantor's  Obligations.  If any of  the  obligations  of any
                  Guarantor is limited or  terminated  by operation of law or by
                  such Guarantor,  or any such Guarantor  becomes the subject of
                  an insolvency proceeding.

         (o)      Judgment. The entry against any of the Obligors of a final and
                  nonappealable  judgment  for the payment of money in excess of
                  $25,000 (not covered by insurance satisfactory to Schlinger in
                  Schlinger's sole discretion).

         Nothing  contained in this Loan  Agreement  shall be construed to limit
         the events of default enumerated in any of the other Loan Documents and
         all such events of default shall be cumulative.

13.      Remedies.  Upon  the  occurrence  of any one or  more of the  foregoing
         Events of Default,  the entire unpaid balance of principal of the Note,
         together with all accrued but unpaid  interest  thereon,  and all other
         indebtedness  owing to Schlinger by Borrower at such time shall, at the
         option of Schlinger, become immediately due and payable without further
         notice, demand,  presentation,  notice of dishonor, notice of intent to
         accelerate, notice of acceleration, protest or notice of protest of any
         kind, all of which are expressly waived by Borrower; provided, however,
         concurrently  and  automatically  with  the  occurrence  of an Event of
         Default under  Subsections  12 (g) or 12 (h) of this Agreement the Note
         and all other  indebtedness owing to Schlinger by Borrower at such time
         shall,  without any action by  Schlinger,  become  immediately  due and
         payable,  without  further  notice,  demand,  presentation,  notice  of
         dishonor,  notice of  acceleration,  notice  of  intent to  accelerate,
         protest or notice of protest  of any kind,  all of which are  expressly
         waived by Borrower.  All rights and remedies of Schlinger  set forth in
         this  Agreement and in any of the other Loan  Documents are  cumulative
         and may also be exercised by  Schlinger,  at its option and in its sole
         discretion, upon the occurrence of an Event of Default.

14.      Indemnification.   Borrower  hereby  indemnifies  and  agrees  to  hold
         harmless  and defend all  Indemnified  Persons from and against any and
         all  Indemnified  Claims.  THE  FOREGOING  INDEMNIFICATION  SHALL APPLY
         WHETHER OR NOT SUCH INDEMNIFIED  CLAIMS ARE IN ANY WAY OR TO ANY EXTENT
         OWED,  IN  WHOLE OR IN PART,  UNDER  ANY  CLAIM  OR  THEORY  OF  STRICT
         LIABILITY,  OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR
         OMISSION  OF ANY  INDEMNIFIED  PERSON,  but  shall  exclude  any of the
         foregoing resulting from such Indemnified  Person's gross negligence or
         willful  misconduct.  If Borrower  or any third party ever  alleges any
         gross negligence or willful  misconduct by any Indemnified  Person, the
         indemnification  provided for in this Section shall nonetheless be paid
         upon demand,  subject to later adjustment or reimbursement,  until such
         time as a court of competent jurisdiction enters a final judgment as to
         the  extent  and  affect of the  alleged  gross  negligence  or willful
         misconduct.  Upon  notification and demand,  Borrower agrees to provide
         defense of any  Indemnified  Claim and to pay all costs and expenses of
         counsel  selected by any  Indemnified  Person in respect  thereof.  Any
         Indemnified  Person against whom any Indemnified  Claim may be asserted
         reserves the right to settle or compromise any such  Indemnified  Claim
         as such Indemnified  Person may determine in its sole  discretion,  and
         the obligations of such  Indemnified  Person,  if any,  pursuant to any
         such  settlement  or  compromise  shall be deemed  included  within the
         Indemnified  Claims.  Except as specifically  provided in this Section,
         Borrower waives all notices from any Indemnified Person. The provisions
         of this Section shall survive the termination of this Agreement.

                                       12

<PAGE>


15.      Rights  Cumulative.  All  rights of  Schlinger  under the terms of this
         Agreement  shall be  cumulative  of, and in addition  to, the rights of
         Schlinger  under  any and all other  agreements  between  Borrower  and
         Schlinger  (including,  but not limited to, the other Loan  Documents),
         and not in  substitution  or  diminution of any rights now or hereafter
         held by Schlinger under the terms of any other agreement.

16.      Waiver and Agreement.  Neither the failure nor any delay on the part of
         Schlinger to exercise any right, power or privilege herein or under any
         of the other Loan  Documents  shall  operate as a waiver  thereof,  nor
         shall any single or partial exercise of such right,  power or privilege
         preclude any other or further  exercise  thereof or the exercise of any
         other right,  power or  privilege.  No waiver of any  provision in this
         Loan  Agreement or in any of the other Loan  Documents and no departure
         by Borrower  therefrom  shall be effective  unless the same shall be in
         writing and signed by  Schlinger,  and then shall be effective  only in
         the specific instance as specified in such writing.  No modification or
         amendment to this Loan  Agreement or to any of the other Loan Documents
         shall be valid or  effective  unless  the same is  signed  by the party
         against whom it is sought to be enforced.

17.      Benefits. This Agreement shall be binding upon and inure to the benefit
         of Schlinger and Borrower, and their respective successors and assigns;
         provided,  however,  that  Borrower may not,  without the prior written
         consent of Schlinger,  assign any rights, powers, duties or obligations
         under this Agreement or any of the other Loan Documents.

18.      Notices.  All  notices,   requests,  demands  or  other  communications
         required or permitted to be given pursuant to this  Agreement  shall be
         in writing and given by (i) personal delivery,  (ii) expedited delivery
         service with proof of  delivery,  (iii)  United  States  mail,  postage
         prepaid,  registered or certified mail,  return receipt  requested,  or
         (iv) telecopy (with receipt  thereof  confirmed by telecopier)  sent to
         the intended  addressee at the address set forth on the signature  page
         hereof and shall be deemed to have been received either, in the case of
         personal delivery,  as of the time of personal delivery, in the case of
         expedited delivery service,  as of the date of first attempted delivery
         at the address and in the manner provided herein,  in the case of mail,
         upon deposit in a depository  receptacle  under the care and custody of
         the United  States  Postal  Service,  or in the case of telecopy,  upon
         receipt.  Either  party  shall have the right to change its address for
         notice  hereunder to any other location within the  continental  United
         States by notice to the other party of such new address at least thirty
         (30) days prior to the effective date of such new address.

19.      Governing Law; Venue;  Submission to  Jurisdiction.  THIS AGREEMENT AND
         THE  OTHER  LOAN  DOCUMENTS  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,  EXCEPT TO THE EXTENT
         PERFECTION  AND THE  EFFECT  OF  PERFECTION  OR  NON-PERFECTION  OF THE
         SECURITY  INTEREST GRANTED  HEREUNDER OR THEREUNDER,  IN RESPECT OF ANY
         PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
         THAN THE STATE OF TEXAS.  THIS  AGREEMENT AND THE OTHER LOAN  DOCUMENTS
         ARE  PERFORMABLE BY THE PARTIES IN DALLAS COUNTY,  TEXAS.  BORROWER AND
         SCHLINGER EACH AGREE THAT DALLAS COUNTY,  TEXAS, SHALL BE THE EXCLUSIVE
         VENUE FOR  LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING
         TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THAT SUCH COUNTY IS
         A  CONVENIENT  FORUM IN WHICH TO  DECIDE  ANY SUCH  DISPUTE  OR  CLAIM.
         BORROWER AND SCHLINGER EACH CONSENT 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.

                                       13

<PAGE>


20.      Waiver of Jury Trial.  BORROWER AND SCHLINGER  EACH 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 AGREEMENT
         OR ANY TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

21.      Invalid  Provisions.  If any provision of this  Agreement or any of the
         other Loan  Documents is held to be illegal,  invalid or  unenforceable
         under present or future laws,  such provision  shall be fully severable
         and the remaining provisions of this Agreement or any of the other Loan
         Documents  shall  remain  in full  force  and  effect  and shall not be
         affected by the illegal,  invalid or unenforceable  provision or by its
         severance.

22.      Expenses. Borrower shall pay all costs and expenses (including, without
         limitation,  reasonable  attorneys'  fees) in  connection  with (i) the
         preparation  of the Loan  Documents,  (ii) any action  required  in the
         course of administration of the indebtedness and obligations  evidenced
         by the Loan  Documents,  and (iii) any  action  in the  enforcement  of
         Schlinger's rights upon the occurrence of Event of Default.

23.      Participation  of the Loan.  Provided  that the  prospective  purchaser
         and/or assignee is not a business competitor of Borrower, as determined
         by  Schlinger  in  its  reasonable  discretion,  Borrower  agrees  that
         Schlinger may, at its option, sell interests in the Loan and its rights
         under this  Agreement and the other Loan  Documents  and, in connection
         with each such sale,  Schlinger  may disclose any  financial  and other
         information   available  to  Schlinger   concerning  Borrower  to  each
         prospective purchaser and assignee.

24.      Maximum Interest Rate.

                                       14

<PAGE>


         (a)      No interest rate specified in this Agreement or any other Loan
                  Document  shall at any time exceed the Maximum Rate. If at any
                  time the interest rate (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.

         (b)      Notwithstanding  anything to the  contrary  contained  in this
                  Agreement or the other Loan  Documents,  none of the terms and
                  provisions of this Agreement 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 Agreement 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  24(b) or (ii) an amount,  which when
                  added to all other  interest  payable under this Agreement 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.

                                       15

<PAGE>


25.      Conflicts.  In the event any term or provision  hereof is  inconsistent
         with or  conflicts  with  any  term  or  provision  in any of the  Loan
         Documents,  the terms and provisions  contained in this Agreement shall
         be controlling.

26.      Counterparts.  This Agreement may be separately  executed in any number
         of counterparts,  each of which shall be an original, but all of which,
         taken  together,  shall  be  deemed  to  constitute  one and  the  same
         instrument.  Delivery of an executed  counterpart  of this Agreement by
         telecopy  shall be  equally  as  effective  as  delivery  of a manually
         executed  counterpart  of  this  Agreement.  Any  party  delivering  an
         executed counterpart of this Agreement by telecopy also shall deliver a
         manually  executed  counterpart  of this  Agreement  but the failure to
         deliver a manually executed  counterpart shall not affect the validity,
         enforceability, and binding effect of this Agreement.

27.      Amendment and Restatement of the Original Loan Agreement.  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 the Original Loan Agreement.

28.      ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS
         REPRESENT THE FINAL  AGREEMENT  BETWEEN THE PARTIES HERETO 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.  THIS AGREEMENT ALSO AMENDS AND SUPERSEDES ANY OF THE TERMS OF
         ANY PRIOR WRITTEN  AGREEMENTS  WITH RESPECT TO THE MATTERS SET FORTH IN
         THIS AGREEMENT.

                                       16

<PAGE>


EXECUTED as of the date first above written.

BORROWER:                                       SCHLINGER:
KARTS                     INTERNATIONAL
INCORPORATED
                                                THE SCHLINGER FOUNDATION
By:_______________________
         Charles Brister
         President & C.E.O.                     By:___________________
                                                Name:_________________
Borrower's Address:                             Title:________________

P. O. Box 695                                   Schlinger's Address:
62204 Commercial Street
Roseland, Louisiana 70456                       The Schlinger Foundation
Telecopy No.:  504-747-2700                     1944 Edison Street
                                                Santa Yinez, California 93460
                                                Telecopy No.: (805) 686-1618

                                       17