AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

                                  EXHIBIT 10.48



                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 ("Amendment")  to Employment  Agreement dated June
1, 2000,  is made and  entered  into on this 23rd day of October,  2000,  by and
between  Karts   International   Incorporation,   a  Nevada   corporation   (the
"Employer"), and Xxxxxxx "Xxxxx" Xxxxxxx (the "Employee").

         WHEREAS,  on June 1, 2000,  the Employer  and Employee  entered into an
Employment Agreement (the "June Employment Agreement");

         WHEREAS,  pursuant to the Employment Agreement between the Employer and
Employee  effective  as of  February  1, 1999 (the "Old  Employment  Agreement")
Employee was granted options to purchase 450,000 shares of the Employer's Common
Stock;

         WHEREAS, options to purchase 100,000 shares of Common Stock were vested
in Employee pursuant to the Old Employment Agreement;

         WHEREAS,  the June Employment  Agreement  superceded the Old Employment
Agreement,  except that the options to purchase  100,000  shares of Common Stock
granted to Employee survived the termination of the Old Employment Agreement;

         WHEREAS,  the Employee and Employer  intended that the June  Employment
Agreement would provide  Employee options to purchase 350,000 shares of Employer
Common  Stock in order  that  Employee  would  receive  options to  purchase  an
aggregate of 450,000  shares of Employer  Common Stock under the Old  Employment
Agreement and June Employment Agreement; and

         WHEREAS,  the parties desire to increase the number of stock options to
be granted to  Employee  under the June  Employment  Agreement  from  options to
purchase 250,000 shares of Common Stock to options to purchase 350,000 shares of
Common Stock.

         NOW,  THEREFORE,  in consideration of the herein recited  undertakings,
the other covenants and agreements contained herein, the receipt and sufficiency
of which are hereby  acknowledged  and  confessed,  the parties  hereto agree as
follows:

         1. The  parties  hereby  agree to amend  Section  6(a)(ii)  of the June
Employment  Agreement  by deleting in its  entirety  the  provisions  of Section
6(a)(ii) and in its place and stead inserting the following language:

                  6.(a)(ii)  Stock Options.  Employee shall receive options (the
         "Options")  to purchase an  aggregate of 350,000  shares of  Employer's
         Common  Stock at an  exercise  price  equal to 100% of the  closing bid
         price of the Common Stock on the date this Agreement is approved by the
         Company's Board of Directors (August 21, 2000), as quoted on the Nasdaq
         SmallCap market or OTC Electronic  Bulletin Board.  The Options,  whose
         terms shall not be inconsistent with this Agreement,  shall vest and be
         exercisable  as follows:  (a) options to purchase  100,000 shares shall
         vest and be  exercisable  on the date this Agreement is approved by the
         Company's Board of Directors (August 21, 2000); (b) options to purchase
         100,000  shares of Common  Stock shall vest and be  exercisable  on the
         second  anniversary  of the Effective Date of this  Agreement;  and (c)
         options to purchase the remaining  150,000 shares of Common Stock shall
         vest and be exercisable on the third  anniversary of the Effective Date
         of this Agreement.  All unvested  Options shall vest immediately in the
         event this Agreement is terminated either as the result of the death or
         disability of Employee as contained in  subsection  (a) of Section 7 of
         this  Agreement,  "without cause" as provided for in  subsection(c)  of
         Section  7 of this  Agreement  or due to a  "change  in  ownership"  as
         provided  for in  subsection  (e) of Section 7 of this  Agreement.  The
         Options shall expire on the fifth  anniversary of the Effective Date of
         this Agreement.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT - Page 1




             WITNESS our signatures this 23rd day of October, 2000.

                                 EMPLOYER:

                                 KARTS INTERNATIONAL INCORPORATED


                                 By:____________________________________________
                                    Xxxxxxxx Xxxxx benRichard barAbba, Secretary


                                 EMPLOYEE:


                                 ______________________________________________
                                 XXXXXXX "Xxxxx" Xxxxxxx


AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT - Page 2