REVOLVING CREDIT PROMISSORY NOTE
                                   (Inventory)


$1,000,000.00                                                      March 8, 1999

FOR VALUE  RECEIVED,  on or before  February  28, 2000  ("Maturity  Date"),  the
undersigned  and  if  more  than  one,  each  of  them,  jointly  and  severally
(hereinafter  referred  to as  "Borrower"),  promises to pay to the order of KBK
FINANCIAL,  INC. ("KBK") at its offices in Orleans Parish,  Louisiana at 201 St.
Charles Avenue,  Suite 4208, New Orleans,  Louisiana 70170, the principal amount
of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) ("Total Principal Amount"), or
such amount less than the Total Principal  Amount which is outstanding from time
to time if the total amount  outstanding  under this Revolving Credit Promissory
Note ("Note") is less than the Total Principal Amount, together with interest at
the rate set forth below on such portion of the Total Principal Amount which has
been advanced to Borrower from the date advanced until paid.

Interest Rate. The unpaid principal amount of this Note shall bear interest at a
fluctuating  rate  per  annum  which  shall  from  day to day be equal to a rate
("Contract  Rate"),  calculated  on the basis of the  actual  days  elapsed  but
computed as if each year consisted of 360 days, equal to the sum of (a) the Base
Rate of interest  ("Base Rate") as  established  from time to time by KBK (which
may not be the lowest,  best or most  favorable  rate of interest  which KBK may
charge  on loans to its  customers)  plus (b) seven  and no  hundredths  percent
(7.00%),  each change in the rate to be charged on this Note to become effective
without  notice to  Borrower  on the  effective  date of each change in the Base
Rate; provided,  however, in no event shall the Contract Rate be less than seven
percent  (7.00%) per annum;  provided,  further that the Contract Rate shall not
exceed the maximum rate allowed by applicable law.

Repayment  Terms.  The principal of and all accrued but unpaid  interest on this
Note shall be due and payable as follows:

         (a)     interest  shall  be due  and  payable  monthly  as it  accrues,
                 commencing on the 15th day of March, 1999 and continuing on the
                 15th day of each successive month thereafter during the term of
                 this Note; and

         (b)     the outstanding  principal balance of this Note,  together with
                 all  accrued but unpaid  interest,  shall be due and payable on
                 the Maturity Date.

Borrower  authorizes  KBK to effect  all  payments  due  under  this Note and to
collect  all sums due  hereunder  (whether  by  acceleration  or  otherwise)  by
debiting Borrower's account number [# omitted] at DEPOSIT GUARANTY NATIONAL BANK
(the "Debit Account") through the Automated Clearing House system ("ACH").  Such
authorization  shall not affect the obligations of Borrower to make all payments
when due hereunder.  If on any payment date there are insufficient  funds in the
Debit  Account  to make such  payments  in full,  Borrower  agrees to pay KBK on
demand a $100.00 manual processing fee. All payments of principal or interest on
this Note  shall be made in lawful  money of the  United  States of  America  in
immediately  available funds,  and, if such payments are not made via ACH, shall
be made at KBK's address  indicated  above, or such other place as the holder of
this Note shall designate in writing to Borrower. If any payment of principal of
or interest on this Note shall  become due on a day which is not a Business  Day
(as  hereinafter  defined),  such payment  shall be made on the next  succeeding
Business  Day and any such  extension  of time shall be  included  in  computing
interest in connection  with such payment.  As used herein,  the term  "Business
Day" shall mean any day other than a Saturday,  Sunday or any other day on which
KBK's  office in New  Orleans,  Louisiana  is closed.  All  regularly  scheduled
payments of the  indebtedness  evidenced by this Note shall be applied  first to
any accrued but unpaid  interest then due and payable  hereunder and then to the
principal  amount  then due and  payable.  The books and records of KBK shall be
prima facie  evidence  of all  outstanding  principal  of and accrued and unpaid
interest on this Note.  To the extent that any interest is not paid on or before
the fifth day after it becomes due and payable, KBK may, at its option, add such
accrued interest to the principal of this Note.  Notwithstanding anything herein
to the  contrary,  upon an Event  of  Default  (as  hereinafter  defined)  or at
maturity,  whether by  acceleration  or  otherwise,  all  principal of this Note
shall,  at the  option of KBK,  bear  interest  at a fixed rate equal to 18% per
annum until paid.

Prepayment Penalty.  Borrower may from time to time prepay all or any portion of
the  outstanding  principal  balance of this Note  without  premium or  penalty;
provided, however, if (a) the outstanding principal balance hereof is prepaid in
full,  and (b)  Borrower  notifies  KBK of  Borrower's  intention  to  terminate
financing under this Note prior to the Maturity Date,  then, in addition to such
principal  prepayment,  there  shall be due and owing by Borrower at such time a
prepayment penalty equal to 2.00% of the Total Principal Amount.

Loan  Documents.  This Note is subject to the terms and  conditions set forth in
that certain Loan Agreement dated September 28, 1998 by and between Borrower and
KBK, as may be amended from time to time (the "Loan  Agreement).  This Note, the
Loan  Agreement  and  all  other  documents  evidencing,   securing,  governing,
guaranteeing  and/or  pertaining  to  this  Note  are  hereinafter  collectively
referred to as the "Loan Documents".  The holder of this Note is entitled to the
benefits and security provided in the Loan Documents.

Advances.  Subject  to the terms of the Loan  Agreement,  Borrower  may  request
advances and make  payments  hereunder  from time to time,  provided  that it is
understood and agreed that the aggregate  principal amount outstanding from time
to time hereunder shall not at any time exceed the Total Principal  Amount.  The
unpaid balance of this Note shall increase and decrease with each new advance or
payment hereunder,  as the case may be. This Note shall not be deemed terminated
or canceled prior to the Maturity Date,  although the entire  principal  balance
hereof may from time to time be paid in full.  Subject to the terms of this Note
and the other Loan Documents, Borrower may borrow, repay and reborrow hereunder.

Purpose.  Borrower  agrees  that no  advances  under this Note shall be used for
personal, family or household purposes, and that all advances hereunder shall be
used solely for business,  commercial,  investment  or other  similar  purposes.
Borrower agrees that this Note and the indebtedness  thereby shall be subject to
Louisiana R.S. 9:3509, et seq.

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

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

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

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

the holder of this Note may, at its option,  without  further  notice or demand,
(i) declare the outstanding principal balance of and accrued but unpaid interest
on this Note at once due and  payable,  (ii)  refuse to advance  any  additional
amounts under the Note, (iii) foreclose all liens securing payment hereof,  (iv)
pursue any and all other rights,  remedies and recourses available to the holder
hereof,  including  but not limited to any such  rights,  remedies or  recourses
under  the  other  Loan  Documents,  at law or in  equity,  or  (v)  pursue  any
combination of the  foregoing.  The failure to exercise the option to accelerate
the maturity of this Note or any other right remedy or recourse available





<PAGE>

to the holder hereof upon the occurrence of an Event of Default  hereunder shall
not  constitute a waiver of the right of the holder of this Note to exercise the
same at that  time or at any  subsequent  time  with  respect  to such  Event of
Default or any other Event of Default. The rights, remedies and recourses of the
holder hereof,  as provided in this Note and in any of the other Loan Documents,
shall be cumulative and concurrent and may be pursued  separately,  successively
or together as often as occasion  therefore  shall arise, at the sole discretion
of the holder  hereof.  The acceptance by the holder hereof of any payment under
this Note which is less than the  payment in full of all amounts due and payable
at the time of such  payment  shall not (i)  constitute  a waiver of or  impair,
reduce,  release or  extinguish  any  right,  remedy or  recourse  of the holder
hereof, or nullify any prior exercise of any such right, remedy or recourse,  or
(ii) impair,  reduce,  release or extinguish the obligations of any party liable
under any of the other Loan Documents as originally provided herein or therein.


Compliance  With Usury Laws. This Note and the other Loan Documents are intended
to be performed in  accordance  with,  and only to the extent  permitted by, the
applicable usury laws, if any. Accordingly, notwithstanding any provision to the
contrary in this Note or any of the other Loan Documents, in no event whatsoever
shall this Note or any of the other Loan Documents require the payment or permit
the payment, taking,  reserving,  receiving,  collection or charging of any sums
constituting  interest  under  applicable  laws which exceed the maximum  amount
permitted by such laws.  If any such excess  interest is called for,  contracted
for, charged,  taken,  reserved, or received in connection with this Note or any
of the other Loan Documents,  or in any communication by KBK or any other person
to Borrower or any other person, or in the event all or part of the principal or
interest  shall  be  prepaid  or   accelerated,   so  that  under  any  of  such
circumstances or under any other circumstance  whatsoever the amount of interest
contracted for, charged, taken, reserved, or received on the amount of principal
actually  outstanding from time to time under this Note or any of the other Loan
Documents  shall exceed the maximum  amount of interest  permitted by applicable
usury laws,  then in any such event it is agreed as follows:  (i) the provisions
of this Section  shall govern and control;  (ii) neither  Borrower nor any other
person or entity now or hereafter  liable for payments under this Note or any of
the other Loan  Documents  shall be obligated to pay the amount of such interest
to the extent  such  interest  is in excess of the  maximum  amount of  interest
permitted by applicable  usury laws;  (iii) any such excess which is or has been
received  notwithstanding this Section shall be credited against the then unpaid
principal  balance of this Note and the other Loan Documents or, if this Note or
any of the  other  Loan  Documents  has  been or  would  be paid in full by such
credit, refunded to Borrower, and (iv) the provisions of this Note or any of the
other Loan Documents,  and any  communication to Borrower,  shall immediately be
deemed  reformed  and such excess  interest  reduced,  without the  necessity of
executing  any  other  document,  to  the  maximum  lawful  rate  allowed  under
applicable  laws as now or  hereafter  construed by courts  having  jurisdiction
hereof or thereof.  Without limiting the foregoing, all calculations of the rate
of interest contracted for, charged,  taken, reserved, or received in connection
herewith which are made for the purpose of determining whether such rate exceeds
the maximum lawful rate shall be made to the extent permitted by applicable laws
by amortizing, prorating, allocating and spreading during the period of the full
term of this Note or any of the other Loan  Documents,  including  all prior and
subsequent  renewals and  extensions,  all interest at any time  contracted for,
charged, taken, reserved, or received. The terms of this Section shall be deemed
to be incorporated into every other Loan Document.

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

Renewal  and  Extension.  This  Note  is  given  in  modification,  renewal  and
extension,  but not  extinguishment,  of all amounts left owing and unpaid under
that certain  promissory note dated September 28, 1998 executed and delivered by
Borrower  and  payable to the order of KBK in the stated  principal  amount of $
1,000,000.

Governing Law, Venue-,  Submission to Jurisdiction.  THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF LOUISIANA  WITHOUT
GIVING  EFFECT TO THE  PRINCIPLES  OF CONFLICTS OF LAWS  THEREOF..  THIS NOTE IS
PERFORMABLE IN ORLEANS PARISH,  LOUISIANA.  BORROWER AGREES THAT ORLEANS PARISH,
LOUISIANA  SHALL BE THE EXCLUSIVE  VENUE FOR  LITIGATION OF ANY DISPUTE OR CLAIM
ARISING  UNDER OR  RELATING TO THIS NOTE,  AND THAT SUCH PARISH IS A  CONVENIENT
FORUM IN WHICH TO DECIDE ANY SUCH  DISPUTE OR CLAIM.  BORROWER  CONSENTS  TO THE
PERSONAL  JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN ORLEANS PARISH
LOUISIANA 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.

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

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


                                          BORROWER:


                                          KARTS INTERNATIONAL INCORPORATED
                                          By:  /s/  Charles Brister
                                               ---------------------------  
                                          Name:     Charles Brister
                                          Title:    President & C.E.O.