EXHIBIT 10.67






                                 AMENDMENT NO. 1
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


                  THIS AMENDMENT NO. 1 TO  REGISTRATION  RIGHTS  AGREEMENT (this
         "Agreement") is made as of this 9th day of October,  2000, by and among
         KARTS INTERNATIONAL INCORPORATED, a Nevada corporation (the "Company"),
         and THE SCHLINGER FOUNDATION (the "Investor").

                              W I T N E S S E T H:

                  WHEREAS,  the  Investor  and the  Company  are parties to that
         certain   Registration   Rights  Agreement  dated  May  17,  2000  (the
         "Registration Rights Agreement"); and

                  WHEREAS,  the  Investor  and the  Company  desire to amend the
         Registration  Rights Agreement to include the shares of common stock to
         be  issued  to  Investor  upon  conversion  of the  Company's  Series B
         Preferred  Stock which is being  purchased from the Company by Investor
         pursuant to that certain Stock Purchase Agreement of even date;

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
         covenants   herein   contained,   and  for  other  good  and   valuable
         consideration,   the  receipt  and  sufficiency  of  which  are  hereby
         acknowledged, the undersigned parties hereto agree as follows:

     A.   The following  amendments  to the  Registration  Rights  Agreement are
          hereby agreed to by Investor and Company:

          Section 1.  Definitions,  paragraph  (d) is hereby  amended to read as
               follows:

                           "Conversion  Shares"  shall mean the shares of Common
                  Stock  issued or  issuable  upon  conversion  of the  Series A
                  Preferred and Series B Preferred Stock.

          Section 1.  Definitions,  paragraph  (i) is hereby  amended to read as
               follows:

                           "Registrable  Securities"  shall mean the  Conversion
                  Shares or  shares of any  security  of the  Company  issued or
                  issuable upon conversion of the Series A Preferred or Series B
                  Preferred  Stock; and (ii) any other securities of the Company
                  distributable  on, with respect to, or in substitution of such
                  Registrable  Securities,  except for those that have been sold
                  or   transferred   pursuant  to  an   effective   registration
                  statement, or pursuant to Rule 144, under the Securities Act.


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT - Page 1



     B.   All other terms and conditions of the  Registration  Rights  Agreement
          are hereby reaffirmed by Investor and the Company.

                  WITNESS our signatures this 9th day of October, 2000.

                                   KARTS INTERNATIONAL INCORPORATED


                                   By:__________________________________________
                                      Charles Brister, President


                                   THE SCHLINGER FOUNDATION


                                   By:__________________________________________
                                      Evert I. Schlinger

                                   Title:_______________________________________



AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT - Page 2