Exhibit 10.1





                            ASSET PURCHASE AGREEMENT

                        MACE SECURITY INTERNATIONAL, INC

                                       AND

                               CW ACQUISITION, LLC













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                                TABLE OF CONTENTS

                                                                           PAGE

RECITALS..................................................................... 1

ARTICLE I REAL PROPERTY AND ASSET TRANSFER; CLOSING.......................... 1

ARTICLE II TITLE............................................................. 8

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS....................... 11

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER...................... 17

ARTICLE V ADDITIONAL AGREEMENTS OF SELLERS.................................. 18

ARTICLE VI ADDITIONAL AGREEMENTS OF PURCHASER............................... 22

ARTICLE VII CONDITIONS TO PURCHASER'S OBLIGATIONS........................... 23

ARTICLE VIII CONDITIONS TO SELLERS' OBLIGATIONS............................. 24

ARTICLE IX INDEMNIFICATION ................................................. 24

ARTICLE X OTHER PROVISIONS.................................................. 28






                                    SCHEDULES

1.9(a)(iii)    Promissory Note
1.9(a)(vi)     Assignment Agreement
1.9(a)(vii)    Lease Assignment
1.10(a)(i)     Bill of Sale
1.10(a)(iv)    Form of Special Warranty Deed


Enclosed in Disclosure Binder

1.3            Car Wash Locations
1.4(c)         Equipment
1.4(e)         Contractual Obligations
1.4(f)         Permits
1.11(b)        Allocation of Purchase Price
3.3            Summary of Oral Agreements

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3.5(b)         Exceptions to governmental compliance
3.5(d)         Litigation or administrative proceedings
               for environmental violations
3.5(e)         Releases of "Hazardous Materials" and Environmental Conditions
3.5(g)         Proceedings which would affect use of the Locations
3.7            Changes in the Car Wash Business
3.8            Required Consents
3.12           Pending and Threatened Litigation
3.13           Employee Contracts
3.14           Employee Benefits


Appendix A     Defined Terms


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                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement  ("Agreement") is made as of February 28,
2006, by and among Mace Security International, Inc. ("MSI"), Mace Car Wash, Inc
("MCW"),  Mace Car Wash-Arizona,  Inc. ("MCWA") and CW Acquisition,  LLC ("CW").
For purposes of this Agreement, CW Acquisition,  LLC is sometimes referred to as
"Purchaser,"  MCW and MCWA,  subsidiaries  of MSI that own the assets being sold
under  this  Agreement,   are  referred  to  individually  as  a  "Company"  and
collectively  as the  "Companies,"  and  MSI  and the  Companies  are  sometimes
collectively referred to as "Sellers."

                                    RECITALS

         MSI is the sole shareholder of the Companies. Each of the Companies own
the car washes listed on Schedule 1.3 attached.  For purposes of this  Agreement
the car and truck wash  locations  listed on Schedule 1.3 attached are hereafter
referred to individually,  as a ("Location") and collectively the ("Locations").
Nine of the  Locations  are  situated on parcels of real  property  owned by the
Companies (the "Owned Real  Property"),  and three of the Locations are situated
on parcels of real property that MCW occupies  under valid  leasehold  interests
(the  "Leased  Real  Property").  Schedule  1.3  identifies  both the Owned Real
Property and the Leased Real Property.

         Throughout  this  Agreement  various  Schedules are referenced as being
attached to this  Agreement.  Notwithstanding  the fact that all  Schedules  are
referred to as being attached to this  Agreement,  some of the Schedules are not
attached but instead appear in a Disclosure  Binder dated February 28, 2006. The
Disclosure Binder is organized under subheadings which correspond to the various
Schedules  described  in this  Agreement.  For purposes of  identification,  the
Disclosure  Binder has been  identified  by the  parties by a written  statement
executed  by the  parties  and  appearing  as the first  page of the  Disclosure
Binder.

                                    ARTICLE I
                    Real Property and Asset Transfer; Closing

         Section 1.1 Incorporation of Recitals. The recitals set forth above are
incorporated herein by reference and are a part of this Agreement.

         Section 1.2 Place for Closing.  The Closing under this Agreement  shall
take place at the offices of Sellers,  1000 Crawford  Place,  Mount Laurel,  New
Jersey,  or such other place as the parties hereto may agree upon. The date that
Closing occurs is referred to hereinafter as the "Closing Date",  and the act of
closing as the "Closing." The Closing Date shall take place on the last day of a
month.

         Section  1.3  Agreement  to  Transfer  Assets and Owned Real  Property;
Consideration.


         (a) The Companies  shall  transfer and MSI shall cause the Companies to
transfer  and deliver to  Purchaser  the Owned Real  Property,  their  leasehold
interests in the Leased Real Property and their  interests in the Assets for the
total  consideration  of  $19,500,000  (Nineteen  Million Five Hundred  Thousand
Dollars) ("Purchase Price"), payable as follows:

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                  (i) $200,000  ("Deposit")  shall be delivered to United Escrow
Co., as escrow agent  ("Escrow  Agent")  within two (2) days of the execution of
this Agreement. The Deposit and all interest earned thereon shall be applied and
paid as set forth in Section 1.3(b) below.

                  (ii) Eighteen  Million Three  Hundred  Thousand  ($18,300,000)
shall be  delivered  to MSI on the  Closing  Date  payable  at  Closing  by wire
transfer in United  States of America  currency,  to an account as designated by
MSI;

                  (iii)  Purchaser shall deliver a promissory note to MSI in the
amount of One Million  Dollars  ($1,000,000) in the form of the note attached as
Schedule 1.9(a)(iii)  ("Promissory Note"). The provisions of the Promissory Note
as set  forth on  Schedule  1.9(a)(iii)  are (a) a term of three  years,  (b) an
interest rate of seven and a half percent per annum, (c) payments of Two Hundred
Fifty  Thousand  Dollars  on the  twelfth  (12) and  twenty  fourth  (24)  month
anniversary  dates of the  Promissory  Note's  date of issuance to be applied to
accrued  interest  and then  principal,  and (d) a final  payment of all accrued
interest and principal being due and payable on the thirty six (36) month of the
Promissory  Note's date of issuance.  The Promissory  note shall be secured by a
Second  Deed of Trust on the Cypress Car Wash  located at 5022  Lincoln  Avenue,
Cypress,  CA 90630 ("Cypress Second Deed of Trust").  The Cypress Second Deed of
Trust shall be junior to a first deed of trust having a principal  balance of no
more then  $450,000.  The  first  deed of trust on the  Cypress  Car Wash may be
refinanced  from  time  to time in an  amount  no  greater  then  $450,000.  The
Promissory  Note shall also be secured by a third deed of trust on the Locations
junior to a first and second deed of trust having a total  principal  balance of
no more then $ $17,250,000 .

         (b) On or before two (2) Business Days  following the execution of this
Agreement,  Purchaser  shall pay the Escrow  Agent the Deposit in United  States
currency.  The  Deposit  and the  interest  earned on it shall be paid to MSI at
Closing.  The Escrow Agent, when it receives the Deposit shall confirm to MSI in
writing that the Deposit has been paid to Escrow Agent. The Deposit,  while held
in Escrow,  shall to the extent possible,  be invested in U.S. Treasury Bills or
other  short-term  U.S.  Government  securities,  repurchase  agreements  with a
national banking  association for such securities,  investment-grade  commercial
paper or other investment-grade "money market" investments, as Purchaser and MSI
jointly  direct Escrow Agent,  and whenever not so invested shall be held by the
Escrow Agent in a separate,  federally-insured,  interest-bearing account with a
national banking association  approved by Purchaser and MSI. If Closing does not
occur  because a  condition  set forth in Article VII of this  Agreement  is not
satisfied  or waived by  Purchaser or if  Purchaser  terminates  this  Agreement
pursuant to the express  termination  right set forth in Section 7.1, the Escrow
Agent shall  return the Deposit to  Purchaser.  If Closing does not occur due to
the default of Purchaser and all  conditions  set forth in Article VII have been
satisfied,  waived or would have been  satisfied  with the passage of time,  the
Escrow  Agent shall pay the Deposit to MSI.  The interest on the Deposit will be
paid to the party to this Agreement that receives the Deposit.  The Escrow Agent
by executing  this  Agreement is agreeing to be bound only to the  provisions of
this  Agreement  relating  to the  Deposit.  In the event of a  dispute  between
Sellers and Purchaser  concerning  the Deposit,  the Escrow Agent shall hold the
Deposit  until  ordered by a court  having  jurisdiction  to pay the  Deposit to
Sellers, Purchaser or into the Court.

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         (c) In  accordance  with  Section  1.4 of this  Agreement  at  Closing,
Purchaser  will be conveyed the  gasoline in  underground  storage  tanks at the
Locations.  In accordance with Section 1.6 and 6.3 of this Agreement,  Purchaser
after  Closing is obligated  to honor,  without  charge to the  customers of the
Locations,  the car wash passes,  coupons and pre-paid  gift cards issued by the
Companies in connection with the Car Wash Business.  Sellers and Purchaser agree
that for the purpose of this  Agreement  the term  ("Excess  Deferred  Revenue")
shall mean the  amount,  if any, by which the amount  equal to (a) the  deferred
revenue amount on the Companies  books of account  attributable  to the customer
passes,  coupons, and gift cards issued in connection with the Car Wash Business
at the  Closing  Date,  exceeds  by more then One  Hundred  Thousand  ($100,000)
Dollars the amount equal to (b) the inventory  amount on the Companies  books of
account  attributable  to the  gasoline  in  underground  storage  tanks  at the
Locations  on the  Closing  Date.  At the  Closing,  Purchaser  shall  receive a
purchase price reduction equal to the amount of the Excess Deferred Revenue,  if
any.


         Section 1.4  Description  of Assets.  Upon the terms and subject to the
conditions  set forth in this  Agreement,  on the Closing Date,  as  hereinabove
defined, the Companies shall and MSI shall cause the Companies to grant, convey,
sell,  transfer and assign to Purchaser all assets of the Companies set forth in
this Section 1.4 which assets are the following: (the "Assets"):

         (a) The Owned Real  Property  (including,  but not limited to, the land
and all appurtenances,  buildings, structures,  improvements, fixtures and other
structures);

         (b)  The  leasehold  interests  in the  Leased  Real  Property  and all
interests in the appurtenances,  buildings, structures,  improvements,  fixtures
and other structures;

         (c) All equipment,  computers,  software,  printers,  vending machines,
machinery and parts, vehicles,  tools, hoses, brushes,  communication equipment,
sprinklers,  and security  equipment  and similar  items in and at the Locations
(collectively,  the  "Equipment"),  the Equipment in the car wash tunnels of the
Locations is listed on Schedule 1.4(c);

         (d) The  inventory  of gasoline  in  underground  storage  tanks at the
Locations;

         (e) All  contractual  rights and  obligations of the Companies with its
customers,  vendors,  suppliers,  landlords,  tenants and  others,  as listed on
Schedule 1.4(e),  excepting only the contracts with Recycled Paper Greetings and
Ecolab,   Inc.   that  are  not  to  be  assigned  to  Purchaser   ("Contractual
Obligations");


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         (f) All permits,  licenses,  franchises,  consents and other  approvals
from governments,  governmental agencies (federal,  state and local) ("Permits")
held by the Companies  relating to, used in or required for the operation of the
Car Wash  Business  or any of the  Assets,  all of which are listed on  Schedule
1.4(f), to the extent such Permits are assignable ;

         (g) All office equipment, furnishings, sales and promotional materials,
catalogues  and  advertising  literature,  and  all  pictures  and  photographs,
construction and "as-built" drawings, plans and specifications, and finish plans
in the  possession  or  control  of the  Companies,  relating  to the  Car  Wash
Business;

         (h) To  the  extent  owned,  licensed  or  otherwise  available  to the
Companies,  all  intellectual  property  used in  connection  with  the Car Wash
Business, such as franchises, trademarks, trade names, copies of employee lists,
copies of vendor files,  website  domain name of Weiss Guys Car Wash,  copies of
customer lists,  copies of customer records and information and the right to use
the name of Weiss Guys (collectively, the "Intellectual Property") and;

         (i) All original  agreements and contracts and title documents relating
to the items set forth in (a) through (h) above.

         At Closing, Sellers shall convey to Purchaser good and marketable title
to the Assets  identified  above under  Sections  1.4(c) through 1.4(h) free and
clear of all liens, security interests claims, all amounts owed or accrued as of
the Closing,  except for the current year's Taxes (as prorated  pursuant to this
Agreement),  the  Assumed  Liabilities,  as  defined in this  Agreement  and the
Permitted Exceptions, as defined in this Agreement.

         At Closing, Sellers shall convey to Purchaser good and marketable title
to the  Owned  Real  Property,  free  and  clear  of any  mortgages,  collateral
assignments,  security interests, liens, claims, charges or encumbrances without
exception, other than the Permitted Exceptions.

         Section 1.5 Excluded  Assets.  The parties  agree that the Assets being
sold do not  include  any cash,  accounts  receivables,  inventory  (other  then
gasoline in underground storage tanks at the Locations),  the original financial
books and records of the Companies and insurance polices and insurance  reserves
relating to the Car Wash Business.  Copies of the financial books and records of
the Car Wash Business will be made  available by the Sellers,  to Purchaser both
before and after Closing, for examination, inspection and copying.

         Section 1.6 Assumption of Obligations.  Purchaser  agrees to (i) assume
all rights and  obligations  existing as of and arising  after the Closing  Date
under the  Contractual  Obligations,  and (ii)  honor and  accept  all  customer
passes,  coupons, and gift cards issued in connection with the Car Wash Business
through the Closing Date and (iii) assume all liabilities,  responsibilities and
all  obligations  arising with respect to  Applicable  Laws,  as defined in this
Agreement relating to Locations  ("Assumed  Liabilities").  Notwithstanding  the
foregoing   definition   of  Assumed   Liabilities,   the   Purchaser  may  seek
indemnification  under the  provisions  of Article IX for the  violation  of any
representation  or  warranty  of Sellers  under  this  Agreement  regarding  the
violation of Applicable Laws at the Locations.

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         Section 1.7 Non-Assumption of Liabilities.  Purchaser shall not, by the
execution  and  performance  of this  Agreement  or  otherwise,  assume,  become
responsible  for,  or incur any  liability  or  obligation  of any nature of the
Sellers,  except for the Assumed  Liabilities  being  assumed  under Section 1.6
hereof. By way of illustration,  Purchaser shall not assume,  become responsible
for,  or incur  any  liability  for  whether  legal  or  equitable,  matured  or
contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary,
patent or latent,  arising out of occurrences  prior to the Closing Date arising
out of or relating to: (a)  violation of the  requirements  of any  governmental
authority or of the rights of any third  person,  relating to the  reporting and
payment of federal,  state, or other income Tax Liabilities of Sellers;  (b) any
severance pay, or accrued  vacation pay obligation or any other potential claims
that could be brought or alleged by any of the  Sellers  employees  for  periods
prior to the Closing Date, or any  obligations  under any employee  benefit plan
(within the meaning of Section 3(3) of the Employee  Retirement  Income Security
Act of 1974,  as amended) or any other  fringe  benefit  program  maintained  or
sponsored  by  Sellers  or to  which  any  of  the  Sellers  contributes  or any
contributions,  benefits  or  liabilities  therefore  or any  liability  for the
withdrawal or partial withdrawal from or termination of any such plan or program
by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation
by the Sellers of any federal,  state or local antitrust,  racketeering or trade
practice law, (e)  liabilities  or  obligations  of the Sellers for brokerage or
other  commissions  relative to this Agreement or the transactions  contemplated
hereunder,  (f) any and all liability and obligation for commissions and bonuses
listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for
any lease agreement that is not listed in Schedule 1.4(e).

         Section 1.8 Time For Closing; Termination.  Following execution of this
Agreement,  provided that (i) Purchaser does not exercise its termination  right
pursuant to Section 7.1 or (ii) Seller does not exercise its  termination  right
pursuant to Section 7.1,  Purchaser  and Sellers  shall be obligated to conclude
the  Closing  on the last  business  day of the  month of the month in which the
conditions  of  Closing  set forth in  Article  VII and  Article  VIII have been
satisfied or waived.  If the failure to conclude this  transaction is due to the
refusal  and  failure  of  Sellers  to  perform  their  obligations  under  this
Agreement,  Purchaser may elect to seek to enforce this Agreement with an action
of  specific  performance,  or  alternatively,  Purchaser  may elect as sole and
liquidated damages the sum of $200,000,  and Purchaser shall be paid the Deposit
and  interest  thereon.  The parties  acknowledge  that the  Purchaser's  actual
damages in the event of a default by Sellers are difficult to ascertain and that
the $200,000 (along with return of the Deposit made with interest  thereon) is a
fair  approximation of the damages  Purchaser is expected to suffer. In the case
of a default  by  Purchaser,  Sellers  shall be paid the  Deposit  and  interest
thereon,  as sole and  liquidated  damages.  The  parties  acknowledge  that the
Sellers  actual  damages in the event of a default by Purchaser are difficult to
ascertain  and that the Deposit  and  interest  is a fair  approximation  of the
damages Sellers are expected to suffer.  Neither the Sellers nor Purchaser shall
be deemed in default hereunder by reason of any failure of a condition precedent
to the  obligations of either Sellers or Purchaser  hereunder where such failure
has occurred  for reasons  beyond the control of the party unable to satisfy the
condition precedent to the other party's obligations under this Agreement.


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         This Agreement and the transactions contemplated hereby may be
terminated at any time: prior to the Closing Date:

         (a) by mutual written agreement of Purchaser and MSI;

         (b) by MSI, or by Purchaser in the event  Purchaser or the Sellers,  as
applicable,  makes a material misrepresentation under this Agreement or breaches
a material  covenant or agreement under this  Agreement,  and fails to cure such
misrepresentation  or  breach  within  ten (10)  business  days from the date of
written notice of the existence of such misrepresentation or breach; or

         (c) by MSI or  Purchaser,  if the  Closing  does not  occur by June 15,
2006,  or such other date as may be agreed to by the parties  hereto in writing,
due to the  non-fulfillment of a condition  precedent to such party's obligation
to close as set forth at Article VII or VIII hereof,  as applicable  (through no
fault or breach by the terminating party).

         All  terminations  shall be  exercised  by sending the other  parties a
written notice of the termination.  In the event this Agreement is terminated as
provided herein, this Agreement shall become void and be of no further force and
effect,  the Deposit  paid as set forth in Section  1.3(b),  and no party hereto
shall have any further liability to any other party hereto,  except that Section
1.3(b),  this  Section 1.8,  Article IX,  Section  10.1,  and Section 10.2 shall
survive and continue in full force and effect,  notwithstanding termination. The
termination of this Agreement  shall not limit,  waive or prejudice the remedies
available to the parties,  at law or in equity,  for a breach of this Agreement,
except as limited by this Agreement.

         Section 1.9 Deliveries by Purchaser.

         (a) At the  Closing,  Purchaser  shall  deliver,  all duly and properly
executed (where applicable):

                  (i) The cash  portion of the Purchase  Price in United  States
currency by wire  transfer  to the Escrow  Agent and MSI as set forth in Section
1.3(a)(ii);

                  (ii) An executed  second deed of trust securing the payment of
the  Promissory  Note with the Cypress Car Wash located at 5022 Lincoln  Avenue,
Cypress, CA 90630,  subordinate to a first mortgage of no more then $450,000 and
having a form and content reasonably acceptable to MSI;

                  (iii) An executed  third deed of trust securing the payment of
the Promissory Note with the Locations,  subordinate to a first deed of trust in
the  approximate  amount  of  $3,500,000  and a  second  deed  of  trust  in the
approximate  amount of $13,650,000  ,having a total combined principal amount of
no more then $17,250,000 and having a form and content reasonably  acceptable to
MSI and  reasonably  acceptable  to the  lenders  that  hold the  deeds of trust
superior to the third deed of trust;




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                  (iv) A copy of the  resolutions  of the  requisite  members or
managers of Purchaser  authorizing  the execution and delivery of this Agreement
and each other agreement to be executed in connection  herewith (the resolutions
and agreements to be executed in connection herewith by Sellers and/or Purchaser
are referred to in this Agreement  collectively,  as the "Collateral Documents")
and the consummation of the transactions contemplated herein;

                  (v) Other documents and instruments required by this
Agreement, if any;

                  (vi) An Assignment and Assumption Agreement in form and
substance as attached hereto as Schedule 1.9(a)(vi) ("Assignment Agreement");
and

                  (vii) A Lease Assignment accepting the conveyance of the
Companies to Purchaser of each leasehold interest in the Leased Real Property,
general form and substance, as attached as Schedule 1.9(a)(vii) ("Lease
Assignment").


         Section 1.10  Deliveries by Sellers.

         (a) At the Closing, each of the Sellers shall deliver, all duly and
properly executed (where applicable):

                  (i) A Bill of Sale for the Assets related to the Locations
owned by each Seller to be conveyed and assigned, in the form attached as
Schedule 1.10(a)(i);

                  (ii) A certified copy of resolutions of the directors of the
Sellers authorizing the execution and delivery of this Agreement and each of the
Collateral Documents to be executed in connection herewith by Sellers or either
of them;

                  (iii) The Certificate described at Section 7.1, executed by a
corporate officer of MSI;

                  (iv) Special Warranty Deeds, conveying to Purchaser each
parcel of the Owned Real Property, subject only to the Permitted Exceptions (as
defined below), in the form attached as Schedule 1.10(a)(iv);

                  (v) The Lease Assignments;

                  (vi) Physical possession of all Assets, the Owned Real
Property and the Leased Real Property, subject only to any Contractual
Obligations;

                  (vii) The Assignment Agreement;


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                  (viii) Customary title documentation, including, without
limitation, mechanics' lien affidavits; and

                  (ix) Other documents and instruments required by this
Agreement, if any.

         Section  1.11   Transfer  Tax,   Allocation   of  Purchase   Price  and
Pro-Rations.

         (a) Sellers and Purchaser shall each bear or pay sales,  transfer taxes
and fees  imposed on the  conveyance  of the Assets by all  governments,  state,
local and federal in accordance with the provisions of Section 5.1 and 6.1.

         (b) The parties agree that the consideration for the sale of the Assets
shall be allocated  among the Assets as set forth on Schedule  1.11(b)  attached
hereto.  The Sellers and the Purchaser  acknowledge  that the allocation in such
Schedule,  will have been arrived at based upon their  negotiations and shall be
used by them for all purposes,  including,  but not limited to, federal,  state,
and local Tax and  financial  reporting  purposes,  and they  shall not take any
position inconsistent to the allocation. On the Closing Date, as applicable, the
Purchaser and the Sellers shall  execute  Internal  Revenue Form 8594 which form
shall be binding on the  Purchaser  and the  Sellers and shall be filed with the
income tax returns of the Purchaser and the Sellers.

         (c) The charges for the current year's real estate Taxes due with
respect to the Owned Real Property and Leased Real Property, shall be prorated
between the Companies and the Purchaser based on the Closing Date, with the
Companies paying all such Taxes due prior to the Closing Date and the Purchaser
paying all such Taxes due on and after the Closing Date.

         (d) The charges for water,  electricity,  sewer rental,  gas, telephone
and all other utilities  pertaining to the Locations,  shall be prorated between
the Companies and the  Purchaser  based on the Closing Date,  with the Companies
paying all such charges due prior to the Closing Date and the  Purchaser  paying
all such Taxes due on and after the Closing Date.

                                   ARTICLE II
                       Title and Environmental Inspection

         Section 2.1 Real Property. As set forth in the Recitals,  the Companies
own the Owned  Real  Property.  For  purposes  of this  Agreement,  "Owned  Real
Property" shall also include (i) all of the Company's right,  title and interest
in and to all easements,  rights-of-way,  privileges and appurtenances  thereto,
including,  without,  limitation,  all water and water  rights,  ditch and ditch
rights,  all coal, oil, gas, and other minerals thereon or there under, (ii) all
of Company's right, title and interest in and to the beds of all streets, roads,
avenues or highways,  open or proposed,  abutting the Owned Real  Property,  and
(iii) all of Company's right, title and interest, if any, in and to any award in
condemnation,  or damages of any kind, to which Company may have become entitled
or may hereafter be entitled,  by reason of any exercise of the power of eminent
domain  with  respect to the Owned Real  Property or any other  right,  title or
interest to be sold  hereunder  or any part  thereof.  Sellers  shall  convey to
Purchaser at Closing good and marketable title to the Owned Real Property,  free
and clear of any mortgages,  collateral assignments,  security interests, liens,
claims, charges or encumbrances without exception,  other than utility easements
and other covenant restrictions,  if any, which do not impede the Location's use
as a car wash or adversely  affects the  marketability  of the Location's  title
("Permitted Exceptions").

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         Section 2.2 Owner's  Title  Policy.  MSI has prior to the  execution of
this  Agreement  delivered  to  Purchaser  the Current  Title  Policies  for the
Locations.  MSI and  Purchaser  shall  order new title  commitments  ("New Title
Commitments")  for the Owned Real Property  from a title  insurer  acceptable to
both MSI and the Purchaser (the "Title  Insurer") as soon as  practicable  after
the date of this  Agreement.  MSI and  Purchaser  shall each pay one half of the
premium  of any  title  insurance  the  Title  Insurer  issues.  The  New  Title
Commitments shall be dated after the date of this Agreement with respect to each
Owned Real  Property,  and shall be a commitment  of the Title  Insurer to issue
with respect to each Owned Real Property a standard  coverage ALTA owners policy
of title insurance  ("Title  Policy").  If the  jurisdiction  offers an extended
coverage ALTA owners policy and a standard owners policy,  and Purchaser  wishes
an extended  coverage policy,  Purchaser shall solely pay the additional  charge
for the  extended  coverage.  The Title Policy when issued shall insure title to
the Owned Real Property  covered by the Title Policy to be in fee simple subject
only to the Permitted  Exceptions,  as defined  above.  MSI and Purchaser  shall
cause the Title Insurer to deliver to MSI and Purchaser along with the New Title
Commitments copies of all documents noted as exceptions in each of the New Title
Commitments.  Following  the date hereof,  Seller shall not create or consent to
the creation of any lien,  encumbrance or other matter affecting title to any of
the Owned Real Property, without Purchaser's prior written consent.

         Section 2.3 Leased Real Property.  At Closing, the Leased Real Property
shall be conveyed to Purchaser  through separate lease  assignments  executed by
the Companies which is the tenant under each applicable lease. The form of Lease
Assignment  that is  acceptable to both the Sellers and Purchaser is attached to
this Agreement as Schedule 1.9(a)(vii). Both the Sellers and the Purchaser shall
cooperate with each other for the purpose of agreeing to make reasonable changes
to the Lease  Assignment  form as are necessary to obtain the execution of it by
the separate  landlords of the Leased Real  Property.  The Sellers and Purchaser
also agree to use their  commercially  reasonable  efforts,  not to include  the
payment of money,  to satisfy  whatever  reasonable  requirements  the  separate
landlords  reasonably  request as a condition of  executing a Lease  Assignment.
After the date  hereof,  without the prior  written  consent of  Purchaser,  the
leases for the Leased Real Property shall not be amended, renewed, terminated or
otherwise modified or any new leases executed.

         Section 2.4 Survey.  MSI has  furnished to Purchaser all of the Current
Surveys.  Purchaser, at its election, or as Purchaser's lenders may require, may
have updates or new surveys made at its expense ("Updated Surveys"). Within five
days after the  execution of this  Agreement,  Purchaser  will order the Updated
Surveys it requires  and will  notify  Sellers in writing of the  Locations  for
which  Updated  Surveys  have  been  ordered.   Sellers  will  use  commercially
reasonable  efforts to cooperate and aid  Purchaser's  surveyor in preparing the
Updated  Surveys  commissioned by Purchaser.  Purchaser  shall use  commercially
reasonable  efforts  to  obtain  the  commissioned  Updated  Surveys  as soon as
possible.


                                       12
<PAGE>

         Section 2.5 Environmental  Reports.  MSI has furnished to Purchaser all
of the Phase 1 Environmental  Reports  relating to the Locations that are in its
possession.  Purchaser,  at its  election,  may have new or  additional  Phase 1
Environmental  Reports  updates made for the Locations at its expense  ("Updated
Phase 1  Reports").  Within  five days after the  execution  of this  Agreement,
Purchaser  will order the Updated  Phase 1 Reports it  requires  and will notify
Sellers in writing of the  Locations for which Updated Phase 1 Reports have been
ordered.  Sellers will use commercially  reasonable efforts to cooperate and aid
Purchaser's  environmental  consultant  in preparing the Updated Phase 1 Reports
commissioned by Purchaser.  Purchaser shall use commercially  reasonable efforts
to  obtain  the  commissioned  Updated  Phase 1  Reports  as  soon as  possible.
Purchaser  will furnish MSI with copies of each Updated Phase 1 Report  obtained
by it for the Locations  within two days after  Purchaser  receives each Updated
Phase 1 Report. Section 2.6 Inspections.

         (a) Purchaser  shall have the right to examine the title to each of the
Locations.  If  during  the  Title  Inspection  Period,  as  hereafter  defined,
Purchaser  determines  that the  Location's  title is subject to  exceptions  or
objections  to  title  that do not  come  within  the  definition  of  Permitted
Exceptions,  as set forth in Section 2.1 above,  Purchaser  shall have until the
end of the Title  Inspection  Period to notify  MSI in writing  specifying  such
defects that in Purchaser's opinion are not Permitted Exceptions. MSI shall have
thirty (30) days from receipt of written notice from  Purchaser  within which to
remove  said  defects or agree to have them  removed by  Closing,  and if MSI is
unsuccessful in removing them within said time,  Purchaser shall have the option
of  either:  (i)  accepting  the  title to the  Location  in its  then  existing
condition;  or (ii)  deleting the Location  from this  Agreement  whereupon  the
Purchase  Price will be reduced by an amount  allocated  to the  Location as set
forth on  Schedule  1.11(b)  All  exceptions  to title or the  surveys  to which
Purchaser does not object during the Title Examination Period, or if objected to
by Purchaser,  are cured by MSI or are subsequently waived by Purchaser shall be
deemed to be within the  definition  of  Permitted  Exceptions,  as set forth in
Section 2.1. The Title  Inspection  Period as to each Location  shall be fifteen
days after the date that  Purchaser  receives with respect to the Location,  the
last to be received of (i) the New Title  Commitment for the Location along with
the  documents  noted as  exceptions  in the New Title  Commitment  and (ii) the
Updated Survey for the Location,  provided an Undated Survey was commissioned by
Purchaser  within the time required by Section 2.4 of this Agreement.  The Title
Examination  Period for a Location shall be extended for an additional  five (5)
business day period with respect to any  supplements or updates to any New Title
Commitment or Updated Survey received by Purchaser prior to the Closing Date but
Purchaser may only object to facts first revealed by the supplement or update.

         (b)  Purchaser  shall  have the  right  to  examine  the  environmental
compliance  condition  of each of the  Locations.  If during  the  Environmental
Inspection  Period,  as  hereafter  defined,   Purchaser   determines  that  the
Location's  environmental condition requires remediation of soil or ground water
at a cost in excess of Five  Thousand  ($5,000)  Dollars,  Purchaser  shall have
until the end of the  Environmental  Inspection  Period to notify MSI in writing
specifying  such defects that in  Purchaser's  opinion  require  remediation  in
excess of Five Thousand ($5,000)  Dollars.  MSI shall have thirty (30) days from
receipt of written  notice from  Purchaser  within which to cure said defects or
agree to have them cured by Closing, and if MSI is unsuccessful in removing them
within said time,  Purchaser shall have the option of either:  (i) accepting the
title to the  Location in its then  existing  environmental  condition;  or (ii)
deleting the Location from this  Agreement  whereupon the Purchase Price will be
reduced by the amount allocated to the Location as set forth on Schedule 1.11(b)
The  Environmental  Inspection  Period as to each Location shall be fifteen days
after the date that Purchaser  receives with respect to the Location the Updated
Phase 1  Report  for the  Location,  provided  an  Updated  Phase 1  Report  was
commissioned  by  Purchaser  within the time  required  by  Section  2.5 of this
Agreement.  Notwithstanding  the  above,  Purchaser  accepts  the  environmental
conditions  set forth on Schedule  3.5(d) and the  environmental  conditions set
forth on Schedule 3.5(d) shall not be objected to by Purchaser.


                                       13
<PAGE>

         (c)  Purchaser  and  Sellers  agree  that  if in  accordance  with  the
operation  of Sections  2.6(a) and 2.6(b)  above,  three or more  Locations  are
deleted from this Agreement or if the Locations  deleted  generated  $500,000 or
more in earnings before interest,  taxes,  depreciation and amortization  during
fiscal year 2005,  either  Purchaser or MSI may cancel this Agreement by sending
written  notice to the other party,  whereupon  the parties shall be released of
all further  obligations  under this Agreement and the Deposit shall be returned
to Purchaser.


                                   ARTICLE III
                    Representations and Warranties of Sellers

         Whenever the phrase "to Sellers' knowledge" or any equivalent phrase is
used in this  Agreement,  the  phrase  shall mean the  actual  knowledge  of the
executive corporate officers of MSI. Notwithstanding the foregoing, no executive
officer of MSI shall be  required to  undertake  any  affirmative  investigative
action for the purposes of satisfying  the preceding  sentence.  With  knowledge
that  Purchaser is relying upon the  representations,  warranties  and covenants
herein  contained,  Sellers  represent  and  warrant to  Purchaser  and make the
following  covenants for Purchaser's  benefit,  at and as of the date hereof and
the date of Closing.

         Section 3.1 Organization and Good Standing. Each of the Sellers is duly
organized,  legally existing and in good standing under the laws of the state of
their  organization,  with full power and  authority to own its  properties  and
conduct its business as now being  conducted,  and has been duly admitted and is
in good  standing  under  the laws of each  state in which it owns  property  or
operates a business.

         Section  3.2  Authorization;  Ownership.  The  Sellers  have by  proper
proceedings  duly  authorized  the execution,  delivery and  performance of this
Agreement and each of the Collateral Documents to be entered into by Sellers and
no other  action is  required by law or the  certificate  of  incorporation,  or
by-laws of any Seller.  This Agreement and the  consummation of the transactions
contemplated  hereby are valid and binding  obligations  of Sellers  enforceable
against each Seller in accordance with its terms;  provided that (i) enforcement
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or similar  laws of general  application  affecting  the rights and  remedies of
creditors,  and (ii) enforcement may be subject to general principles of equity,
and the availability of remedies of specific  performance and injunctive  relief
may be subject to the  discretion of the court before which any  proceeding  for
such remedies may be brought. The Sellers own each of the Assets.


                                       14
<PAGE>

         Section 3.3 Contracts, Permits and Material Documents. The Sellers have
made true and correct copies of all of the following available for inspection by
the Purchaser by providing  copies.  ("Material  Documents") with respect to the
Business and the Assets:  (i) leases for the Leased Real  Property,  (ii) leases
under  which  any of  portion  of the  Owned  Real  Property  is leased to third
parties,  (iii) the  Contractual  Obligations  being  assumed  by  Purchaser  at
Closing,  (iv) Phase 1 environmental reports for the Locations in the possession
of  Sellers,  and (v)  with  respect  to any oral  contract,  a  summary  of the
principal  terms  thereof as appearing on Schedule 3.3 to this  Agreement.  Each
Material Document is in full force and effect and constitutes the valid,  legal,
binding and enforceable  obligation of the Sellers (except as the enforceability
thereof may be limited by any applicable bankruptcy, reorganization,  insolvency
or other laws affecting  creditors' rights generally or by general principles of
equity).  Sellers  are  not in  breach  or  default  of any  material  terms  or
conditions  of the  Material  Documents,  or to Sellers'  knowledge is any third
party in breach or default of any material  terms or  conditions of any Material
Document. Except for debt that Purchaser will not be assuming, the Companies are
not a party to, and the  Companies'  property is not bound by, any  agreement or
instrument which is material to the continued conduct of business  operations of
the Companies,  as now being conducted,  except for the Material Documents,  and
except  as listed in  Schedule  3.3.  Sellers  and  Purchaser  agree to take all
commercially  reasonable  action  before the Closing  applicable  to each of the
Material  Documents to obtain any  consents or  approvals  required so that each
such Material Document may be assigned to Purchaser at the applicable Closing as
contemplated under this Agreement,  excepting those Material Documents which are
not to be assigned as set forth on Schedule 1.4(e).

         Section 3.4 Personal  Property;  Title to Assets. All items of personal
property  at the  Locations  and used in the Car Wash  Business,  except for the
Excluded  Assets used in the Car Wash  Business,  are included  among the Assets
described in Section 1.4 hereof and will be transferred to Purchaser at Closing.
All items of personal  property and all  buildings and  structures  owned by the
Sellers  are being  transferred  "as is" with no  warranty  as to  condition  or
suitability  of the Assets for the current use of the Assets.  Each Location and
the  personal  property  present  at the  Location  is  owned by the each of the
Companies, as set forth on Schedule 1.3.

         Section 3.5 Real Property.

         (a) MCW has valid leasehold interests in each parcel of the Leased Real
Property and the Companies  have good,  marketable  and insurable  title to, the
Owned Real  Property,  except  for the  Permitted  Exceptions  and debt that the
Companies will fully pay at the Closing.  Full and complete copies of all of the
leases  applicable to the Leased Real Property,  including all modifications and
amendments thereof,  have been furnished to Purchaser and identified in Schedule
1.4(e).

                                       15
<PAGE>

         (b) To  Sellers'  knowledge,  except  as set forth in  Schedule  3.5(b)
attached hereto and incorporated herein, the Owned Real Property and Leased Real
Property is currently  licensed,  permitted and  authorized for the operation of
the Car Wash Business  conducted on it under all applicable  federal,  state and
local statutes, laws, rules,  regulations,  orders, permits (including,  without
limitation,  zoning restrictions,  land use requirements and environmental laws)
(collectively, the "Applicable Laws"). Except as set forth in Schedule 3.5(b) or
Schedule  3.5(d) or 3.5(e),  Sellers have not received any written notice of the
material  violation  of any  Applicable  Laws with  respect  to the  Owned  Real
Property or the Leased Real Property.  To Seller's knowledge except as set forth
on Schedule 3.5(d) or 3.5(e), no claims have been threatened by any governmental
agency  regarding any existing,  pending or threatened  investigation,  inquiry,
enforcement  action  or  litigation  related  to  alleged  violations  under any
applicable environmental laws, or regarding any claims for remedial obligations,
response  costs or  contribution  under any  applicable  environmental  laws, or
regarding any claims for remedial  obligations,  response costs or  contribution
under any applicable environmental laws.

         (c) The  Sellers  shall  make  available  upon  Purchaser's  reasonable
request all engineering,  geologic and other similar reports,  documentation and
maps  relating  to the Owned Real  Property  and  Leased  Real  Property  in the
possession or control of the Sellers their consultants or employed  professional
firms.

         (d)  Except  as set  forth  in  Schedule  3.5(d)  attached  hereto  and
incorporated herein by reference, neither Sellers nor the Owned Real Property or
Leased Real Property is currently  involved in any litigation or  administrative
proceeding  seeking to impose fines,  penalties or other  liabilities or seeking
injunctive  relief  for  violation  of  any  Applicable  Laws  relating  to  the
environment.

         (e) To Seller's knowledge, no polluting,  toxic or hazardous substances
were  improperly  used,  generated,  treated,  stored,  or  disposed  of at  the
Locations by Sellers.  Except as listed in Schedule  3.5(e) no  notification  of
release of a "hazardous substance",  "hazardous waste", pollutant or contaminant
regulated under the Clean Air Act, 42 U.S.C.  7401 et seq.; the Clean Water Act,
33  U.S.C.  1251 et  seq.,  and the  Water  Quality  Act of  1987;  the  Federal
Insecticide,  Fungicide,  and Rodenticide  Act, 7 U.S.C. 136 et seq.; the Marine
Protection,  Research, and Sanctuaries Act, 33 U.S.C. 1401 et seq., the National
Environmental  Policy Act, 42 U.S.C.  4321 et seq.;  the Noise  Control  Act, 42
U.S.C.  4901 et seq.; the  Occupational  Safety and Health Act, 29 U.S.C. 651 et
seq.;  the Resource  Conservation  and Recovery Act, 42 U.S.C.  6901 et seq., as
amended by the Hazardous and Solid Waste  Amendments of 1984;  the Safe Drinking
Water Act, 42 U.S.C.  300f et seq.;  the  Comprehensive  Environmental  Response
Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., as amended by
the Superfund  Amendments and  Reauthorization  Act, and the Emergency Planning,
and Community Right-to-Know Act; the Toxic Substance Control Act, 15 U.S.C. 2601
et seq.;  and the  Atomic  Energy  Act,  42 U.S.C.  2011 et seq.;  all as may be
amended,  with  implementing  regulations and guidelines,  or any state or local
environmental  law,  regulation or ordinance,  has been received by the Sellers.
Except as listed in Schedule  3.5(e),  the Owned Real  Property  and Leased Real
Property is not listed or formally proposed for listing on the National Priority
List promulgated  pursuant to CERCLA or on any state list of hazardous substance
sites requiring investigation or clean-up.


                                       16
<PAGE>

         (f) To  Sellers'  knowledge,  there are no levied  special  assessments
affecting all or any part of the Owned Real  Property  owed to any  governmental
entity.

         (g) There are no  proceedings  or  amendments  pending,  or to Sellers'
knowledge  threatened by any third party,  which would result in a change in the
allowable uses of the Owned Real Property or Leased Real Property, except as set
forth in Schedule 3.5(g) attached hereto and incorporated herein by reference.

         Section  3.6  Financial  Statements.  True and  correct  copies  of the
Historical  Financial  Statements  are on  file  at the  Edgar  web  site of the
Securities  and Exchange  Commission.  True and correct  copies of the operating
records  of the Car  Wash  Businesses  have  been  provided  to  Purchaser.  The
Historical  Financials  (a) were prepared in  accordance  with GAAP applied on a
consistent  basis  (except  as may be  indicated  therein  or in  the  notes  or
schedules  thereto),  and (b) fairly present the financial position of MSI as of
the dates  specified and the results of  operations in all material  respects of
the Company for the periods  covered  thereby.  Since the date of the Historical
Financials to the date of this  Agreement,  there have been no material  adverse
changes in the financial condition, assets, liabilities, results of operation of
the Car Wash Business.

         Section 3.7  Changes.  Except as set forth on Schedule  3.7,  since the
date of the Historical  Financials.  to the date of this Agreement's  execution,
the Sellers have  conducted the Car Wash Business in the in the Ordinary  Course
of the Business and there have not been:

                  (a) any sale,  lease,  transfer or assignment of assets of the
Car Wash Business other than in the Ordinary Course of the Business;

                  (b) any entry into or amendment, modification or waiver of any
material terms of any contract or required permit involving or likely to involve
payment in excess of $20,000;

                  (c)   any   default   under,   or   violation,   acceleration,
termination,  modification or cancellation  of, any contract or required permit,
other then in the Ordinary Course of the Business;

                  (d) any creation or imposition of any encumbrance  upon any of
the assets or properties of the Car Wash Businesses;

                  (e) any  capital  expenditure  (or series of  related  capital
expenditures)  relating to the Car Wash  Businesses  involving more than $25,000
individually other then in the Ordinary Course of the Business;

                                       17
<PAGE>

                  (f) any  material  increase in prompt  payment or  pre-payment
rebates, most favored pricing or other price protections or similar programs, or
other material change in the sales, pricing, cash management,  billing, payment,
collection or cancellation policies or practices of the Car Wash Business;

                  (g) any material delay or postponement of accounts  payable or
any other  liabilities  of the  Businesses  outside the  Ordinary  Course of the
Business;

                  (h) any grant of any  license or  sublicense  of any  material
rights or  material  modification  of any rights  under or with  respect  to, or
settlement regarding any infringement,  misappropriation or alleged infringement
or  misappropriation  of rights in any of the  Intellectual  Property of the Car
Wash Business outside of the Ordinary Course of the Business;

                  (i) any  cancellation,  compromise,  waiver or  release of any
right or claim  (or  series  of rights  and  claims)  in excess of $5,000 in the
aggregate or any affirmative act by the Companies to accelerate claims,  outside
of the Ordinary Course of the Business;

                  (j) any entry into or termination  of employment  contracts or
collective  bargaining agreements written or oral, to the extent relating to the
Car Wash  Business,  or  material  modifications  of the  terms of any  existing
employment contract or collective  bargaining agreement relating to the Car Wash
Business; or

                  (k) any commitment with respect to any of the foregoing.

         Section 3.8 Legal Authority and Compliance. The Sellers have the right,
power,  legal capacity and authority to enter into, and perform their respective
obligations  under this Agreement,  and, except as set forth in Schedule 3.8, no
approvals  or  consents  of any other  persons  or  entities  are  necessary  in
connection with the transactions  contemplated by this Agreement. The execution,
delivery and performance of this Agreement has been duly authorized by the board
of directors of the Sellers.  The execution and  performance  of this  Agreement
will not  result in a material  breach of or  constitute  a material  default or
result in the loss of any material right or benefit under:

         (a) Any  charter,  by-law,  agreement  or other  document  to which the
Sellers  are a party or by which  the  Sellers  or any of their  properties  are
bound; or

         (b) Any decree,  order or rule of any court or  governmental  authority
which is binding on the Sellers on any property of the Sellers.

         Section  3.9  Transaction  Intermediaries.  No agent or broker or other
person  acting  pursuant  to the  authority  of any  Seller is  entitled  to any
commission or finder's fee in connection with the  transactions  contemplated by
this Agreement,  except for any Legg Mason  commission or fee, for which Sellers
shall indemnify Purchaser.

         Section 3.10 Intellectual Property. To Sellers knowledge, the Companies
are not now  infringing on any  Intellectual  Property  belonging to any person,
firm or corporation,  and to the knowledge of the Sellers,  no one has infringed
or is infringing any Intellectual Property right of the Companies.

                                       18
<PAGE>

         Section 3.11  Disclosure.  The  representations  and  warranties of the
Sellers  contained  in this  Article  III or in any Exhibit or Schedule or other
document  delivered by the Sellers  pursuant  hereto,  do not contain any untrue
statement of a material fact, or omit any statement of a material fact necessary
to make the  statements  contained  not  misleading.  If, prior to Closing,  the
Sellers become aware of any factual  change,  inaccuracy,  misrepresentation  or
omission in any of the Schedules,  they shall  immediately  advise  Purchaser in
writing of the factual  change  inaccuracy,  misrepresentation  or omission  and
Sellers shall have the right,  subject to the  provisions of Section  10.14,  to
update the Disclosure Binder accordingly.

         Section  3.12   Litigation.   All  material  pending  or,  to  Sellers'
knowledge,   material   threatened   litigation,   administrative   or  judicial
proceedings or investigations by any governmental  agency or officials involving
the Companies,  the Owned Real Property, the Leased Real Property, or the Assets
that could have a Material  Adverse Effect,  together with a description of each
such proceeding, is set forth on Schedule 3.12 attached.

         Section  3.13  Employees.  Within five (5) days after the  execution of
this Agreement, the Companies shall supply the Purchaser a true and correct list
of their employees and  independent  contractors as appearing from their records
for the most recent date the  information  can be printed from a computer  file.
The list shall contain the  information  kept by the Companies in their computer
records. After the date of this Agreement,  Purchaser may inspect the employment
files of the Companies'  employees and files of independent  contractors.  There
are no written  employment  agreements which will affect the Purchaser after the
Closing  Date  other than as listed on  Schedule  3.13.  Further,  other than as
listed on Schedule 3.13, to Sellers knowledge,  there are no employment cases or
administrative  proceedings  currently  pending  against  the  Companies,  or to
Sellers' knowledge,  threatened, with respect to any employees. Except as may be
determined from the employment records of the Companies,  none of such employees
are on  maternity  leave or absent on grounds of  disability  or other long term
leave of absence or have given notice to terminate their employment. All Persons
with whom the Companies  have engaged as  independent  contractors  are properly
classified as independent  contractors  for Tax purposes.  The Companies are not
subject to any  collective  bargaining  agreement.  No  unresolved  unfair labor
practice  charge has been  brought  against the  Companies  with  respect to the
operation  of the Car Wash  Business,  and  there has been no work  stoppage  or
strike by their  employees.  To Sellers  knowledge,  the Companies have complied
with all applicable laws relating to the employment of labor, including, without
limitation, those relating to wages, hours and collective bargaining. No audits,
investigative  or other  administrative  proceedings  or court  proceedings  are
presently  pending or, to  Sellers'  knowledge,  threatened,  with regard to any
obligation of the Companies as an employer.

         Section  3.14  Employee  Benefits  Matters.  Schedule  3.14  lists each
Employee Benefit Plan that Seller maintains or to which Seller contributes. With
respect  thereto,  (i) each such Employee  Benefit Plan (and each related trust,
insurance  contract,  or fund) has been  maintained,  funded and administered in
accordance with the terms of such Employee Benefit Plan and complies in form and
in operation in all respects with the applicable  requirements  of ERISA and the
Code; and (iii) no action or investigation with respect to the administration or
the  investment  of the assets of any such  Employee  Benefit  Plan  (other than
routine claims for benefits) is pending.


                                       19
<PAGE>

         Section 3.15  Insurance.  Seller has made  available  to Purchaser  for
examination  true and  complete  copies  of all  liability,  property,  workers'
compensation  and other insurance  policies  currently in effect that insure the
Car Wash  Businesses,  the employees of the Businesses or the Assets.  Each such
insurance policy is valid and binding and in full force and effect, all premiums
currently due thereunder  have been paid and the Companies have not received any
notice of  cancellation  or  termination  in respect of any such policy or is in
default thereunder.  The Sellers have no knowledge of any notice or request from
any insurance company  requesting the performance of any work or alteration with
respect to the Assets.  The Sellers have not received  notice from any insurance
company  concerning,  nor are  there,  to  Sellers'  knowledge,  any  defects or
inadequacies  in the  Assets,  which,  if not  corrected,  would  result  in the
termination of insurance coverage or increase its cost.

         Section 3.16 Tax Returns;  Taxes.  The Sellers have filed,  will timely
file or has filed for  extension  requests for all federal,  state and local Tax
Returns and Tax reports  required by such authorities to be filed by the Sellers
pertaining  to  the  Car  Wash  Business.  The  Sellers  have  paid  all  Taxes,
assessments,  governmental charges, penalties, interest and fines due or claimed
to be due by any  federal,  state or local  authority.  There is no pending  Tax
examination  or audit of,  nor any,  suit,  or claim  asserted  or, to  Seller's
knowledge,  threatened  against  the  Sellers  by any  federal,  state  or local
authority  pertaining  to the Car Wash  Business;  and the Sellers have not been
granted any extension of the limitation period applicable to any Tax claims.

                                   ARTICLE IV
                   Representations and Warranties of Purchaser

         With  knowledge  that  Sellers  are relying  upon the  representations,
warranties and covenants herein contained, the Purchaser represents and warrants
to Sellers and makes the following covenants for the Sellers' benefit, at and as
of the date hereof and the date of Closing.

         Section 4.1  Organization  and Good  Standing.  The  Purchaser  is duly
organized and legally  existing in good standing  under the laws of the state of
Arizona.

         Section 4.2 Authorization to Proceed with this Agreement. Purchaser has
by proper  corporate  proceedings  duly  authorized the execution,  delivery and
performance  of this  Agreement  and each  other  agreement  contemplated  to be
entered into and no other corporate action is required by law or the Articles of
Organization  or by-laws of  Purchaser.  Purchaser has the right,  power,  legal
capacity and  authority to enter into,  and perform its  obligations  under this
Agreement,  and neither the execution nor  performance  of this  Agreement  will
result in a material breach of or constitute a material default or result in the
loss of any material right or benefit under:


                                       20
<PAGE>

         (a) Any charter, by-law, agreement or other document to which Purchaser
is a party or by which Purchaser or any of its property is bound; or

         (b) Any decree,  order or rule of any court or  governmental  authority
which is binding on Purchaser or on any property of the Purchaser.

         Section  4.3  Absence of  Intermediaries.  No agent,  broker,  or other
person acting  pursuant to  Purchaser's  authority  will be entitled to make any
claim against the Sellers for any commission or finder's fee in connection  with
the transactions contemplated by this Agreement.

                                    ARTICLE V
                        Additional Agreements of Sellers

         The parties hereto covenant and agree with the other, as applicable, as
follows:

         Section 5.1 Payment of Expenses.  MSI will pay all expenses  (including
legal fees)  incurred by it in connection  with the  negotiation,  execution and
performance of this Agreement. MSI, in addition to its other expenses, shall pay
at Closing (i) one-half of all premiums for a standard Title Policy on the Owned
Real Estate,  (ii)  one-half of all  transfer  taxes,  excise fees,  documentary
stamps and recording  fees  associated  with the transfer and  conveyance of the
Owned Real  Property,  the  Leased  Real  Property,  and the  Assets,  and (iii)
one-half of all closing,  escrow and other fees charged by the Escrow Agent.  At
Closing  MSI will  also  reimburse  Purchaser  one half the  actual  cost of any
Updated Phase 1 Reports for the Locations purchased by Purchaser up to a maximum
total amount of Thirty Thousand ($30,000) Dollars.  Sellers shall also pay their
portion of removing the underground  gasoline storage tank at Location 14 as set
forth in Section 5.6 below.

         Section 5.2 Access to Records.  The Sellers will give Purchaser and its
representatives,  from the date hereof  until  eighteen  (18)  months  after the
Closing Date, full access during normal business hours upon reasonable notice to
all of the properties,  books, contracts,  customer lists, documents and records
of the Sellers not  delivered  to Purchaser at Closing that pertain to the Owned
Real  Property,  Leased Real Property and the Assets,  and to make  available to
Purchaser and its representatives, experts and advisers all additional financial
information of and with respect to the Car Wash  Business,  Owned Real Property,
Leased Real  Property  and the Assets that  Purchaser  may  reasonably  request.
Purchaser and its  representatives  shall have the right to copy any information
or documentation the Purchaser is entitled to inspect under this Section 5.2. In
the event that this transaction is not consummated for any reason, all documents
and due diligence  materials  provided to Purchaser by Sellers shall be returned
to MSI, and all  documents and due  diligence  materials  provided to Sellers by
Purchaser shall be returned to Purchaser.

         Section 5.3 Continuation of Business.  The Sellers will operate the Car
Wash Business until the Closing in the Ordinary Course of the Business, so as to
preserve its value intact,  and to preserve for Purchaser the  relationships  of
the Company  with  suppliers,  customers,  and others.  If any of the Owned Real
Property or Leased Real Property is damaged or  destroyed,  the Sellers will (i)
repair or replace the damaged or destroyed  property or (ii) assign to Purchaser
the insurance payment received or to be received with respect to the destruction
and Purchaser shall receive a credit against the purchase price in the amount of
any the deductible  relating to the damage or  destruction  under the respective
insurance policies.


                                       21
<PAGE>

         Section 5.4 Continuation of Insurance. The Companies shall keep in
existence all policies of insurance insuring the Owned Real Property, Leased
Real Property and the Assets and the operation thereof against liability and
property damage, fire and other casualty through the Closing, consistent with
the policies currently in effect.

         Section 5.5 Standstill  Agreement.  Until the Closing Date,  unless and
until this Agreement is earlier  terminated  pursuant to the provisions  hereof,
Sellers  will  not,  directly  or  indirectly  solicit  offers  for the Car Wash
Business, Owned Real Property, Leased Real Property or the Assets.

         Section 5.6  Location  14, 6001 N. 19th Ave.,  Phoenix,  Az..  Schedule
3.5(b),  3.5(d) and 3.5(e)  discloses that the landlord of Location 14 has taken
the position  that MCW is obligated to remove the  underground  storage tanks at
Location 14. Sellers agree that prior to Closing it shall cause the  underground
storage tanks at Location 14 to be removed in accordance  with  Applicable  Law.
Sellers and  Purchasers  agree that they shall  share the cost of  removing  the
underground  storage tanks at Location 14 in accordance  with Applicable Law, as
follows:  Sellers and Purchaser shall each pay one-half of the cost; however, if
the total cost exceeds Forty Thousand ($40,000)  Dollars,  Sellers shall pay the
entire amount in excess of Forty Thousand ($40,000) Dollars.

         Section 5.7 Employment of Employees of the Businesses. The Sellers have
provided  Purchaser  with  information on the employees of the Car Wash Business
(collectively,  the "Employees").  Upon the reasonable request of Purchaser, the
Companies shall provide an updated list of Employees to Purchaser. The Purchaser
may but is not required to offer the  Employees  employment  beginning as of the
Closing Date, on such terms and  provisions as Purchaser  determines at its sole
discretion.

         Section 5.8 WARN Act. The Sellers  shall be  responsible  for providing
all notices to the Employees  required by the Worker  Adjustment  and Retraining
Notification  Act (the "WARN Act"),  29 U.S.C.  ss. 2101 et seq.  Any  liability
resulting from the WARN Act shall not be an Assumed Liability.

         Section 5.9 Regulatory and Other Authorizations; Notices and Consents.


         (a) Sellers and Purchaser shall cooperate with each other and use their
respective   commercially   reasonable   efforts   to  obtain   all   approvals,
authorizations   and  consents   required  to  be  obtained  to  consummate  the
transaction  set forth in this Agreement,  including,  without  limitation,  the
approval of every regulatory agency of federal,  state, or local government that
may be required  in the opinion of either  Purchaser  or  Sellers.  Further,  if
Purchaser in its reasonable  discretion deems Sellers'  assistance to be useful,
and at  Purchaser's  request,  Sellers will assist and cooperate  with Purchaser
(such assistance  excludes hiring of third parties,  the expenditure of money or
the assumption of any obligations) to obtain any approvals,  authorizations  and
consents  required to be obtained to allow  Purchaser  to operate any of the car
wash  businesses  (and  other  related  revenue   generating  sources  including
petroleum sales, where applicable) in substantially the same manner as currently
being operated by Sellers,  including,  without limitation,  the approval of any
regulatory agency of federal, state, or local government that are required.

                                       22
<PAGE>


         (b)  Notwithstanding  anything  to  the  contrary  set  forth  in  this
Agreement or in any ancillary agreements, nothing contained in this Agreement or
in any of the  Collateral  Documents  shall be construed as, or  constitute,  an
attempt,  agreement or other  undertaking to transfer or assign to Purchaser any
asset,  property or right that would otherwise  constitute an Asset, but that by
its terms is not  transferable  or  assignable  to  Purchaser  pursuant  to this
Agreement without the consent, waiver, approval, authorization, qualification or
other order of one or more third  parties and such  consent,  waiver,  approval,
authorization,  qualification  or  other  order  is  not  obtained  prior  to or
subsequent to the Closing (each, a "Non-Transferable Asset").

         (c)  From  and  after  the   Closing   and,   with   respect   to  each
Non-Transferable Asset, until the earlier to occur, if ever, of (i) such time as
such  Non-Transferable  Asset  shall be properly  and  lawfully  transferred  or
assigned  to  Purchaser  pursuant  hereto and or (ii) such time as the  material
benefits  intended to be  transferred or assigned to Purchaser  pursuant  hereto
have been procured by  alternative  means pursuant to Section  5.9(d),  (A) such
Non-Transferable  Asset  shall be held by Sellers in trust  exclusively  for the
benefit  of  Purchaser,  and (B)  Sellers  shall  cooperate  in any good  faith,
reasonable arrangement designed to provide or cause to be provided for Purchaser
the material  benefits intended to be transferred or assigned to Purchaser under
such Non-Transferable Asset and, in furtherance thereof, to the extent permitted
under the terms of such  Non-Transferable  Asset  and under  applicable  law (1)
Purchaser  shall perform and discharge all of the  liabilities  of Sellers under
the terms of such  Non-Transferable  Asset in effect as of the  Closing  and (2)
Sellers  shall use  commercially  reasonable  efforts  to provide or cause to be
provided to  Purchaser  all of the  benefits of Sellers  under the terms of such
Non-Transferable Asset in effect as of the Closing,  including,  but not limited
to,  promptly  paying to Purchaser any monies received by Sellers from and after
the Closing under such Non-Transferable Asset.

         (d) In the event that  Sellers is unable to obtain any  consent  from a
third Person, as requested by Purchaser,  under any Non-Transferable Asset after
the Closing Date through the use of commercially  reasonable efforts,  Purchaser
shall be entitled, but not required, to procure the material rights and benefits
of Sellers  under the terms of such  Non-Transferable  Asset in effect as of the
Closing by alternative means,  including,  without limitation,  by entering into
new Contracts with third parties or otherwise;  provided,  however,  that in the
event that  Purchaser  shall  exercise its rights  under this Section  5.9(d) in
respect of any Non-Transferable  Asset, the obligations of Sellers under Section
5.9(c) in respect  of such  Non-Transferable  Asset  shall  thereupon  cease and
expire.


                                       23
<PAGE>

         (e) Seller and Purchaser  agree that if they are not able to obtain the
consent of a landlord to a Lease Assignment,  Closing shall still take place and
the  provisions  of this  Section  5.9(e)  shall  govern.  As to any Leased Real
Property for which the landlord will not consent to a Lease Assignment, MCW will
not assign the  applicable  Lease to  Purchaser at Closing but will instead hire
Purchaser  to manage  the  Leased  Real  Property  under a  Management  Contract
acceptable  to MCW and  Purchaser.  The  Management  Contract  shall provide the
following in addition to any other terms  agreed upon by Purchaser  and MCW: (a)
Purchaser shall pay all costs and expenses of operating the Location,  including
payments due under the applicable  lease, (b) Purchaser shall retain all revenue
generated from the Location, (c) the Management Contract may be terminated only,
if Purchaser defaults under the lease of the Location or under the provisions of
the Management  Contract or fails to pay the  Promissory  Note when due, and (d)
Purchaser shall indemnify MCW from and any and all costs and expenses, including
legal fees and court costs  related,  or  attributable  to the  Location and the
lease for the Location.

         Section 5.10 No Solicitation or Negotiation.

         (a) From and after the execution and delivery of this  Agreement  until
the earlier to occur of the Closing or termination of this Agreement pursuant to
its terms,  MSI shall not, nor will it authorize or permit any of its directors,
officers or other  employees,  controlled  Affiliates or any investment  banker,
attorney or other advisor,  representative  or agent retained by it to, directly
or indirectly, (i) solicit, initiate, encourage or induce the making, submission
of a transaction (whether in the form of a merger, consolidation,  asset sale or
other form of transaction)  for the acquisition of any Locations or the Car Wash
Business (an "Acquisition Transaction") by any Person other than Purchaser, (ii)
participate or engage in any  discussions or  negotiations  with any such Person
regarding  an  Acquisition  Transaction,  (iii)  furnish to any such  Person any
information  relating to the  Companies or the Assets,  or afford  access to the
business,  properties,  assets,  books or records of the  Companies  to any such
Person that has made or could  reasonably  be  expected  to make an  Acquisition
Transaction,  or (iv) take any other action intended to assist or facilitate any
inquiries or the making of any proposal that constitutes, or could reasonably be
expected  to lead to,  an  Acquisition  Transaction,  (v)  approve,  endorse  or
recommend an Acquisition Transaction, or (vi) enter into any letter of intent or
similar  agreement   contemplating  or  otherwise  relating  to  an  Acquisition
Transaction.

         Section 5.11 Sellers Covenant Not to Compete.

         (a) In partial  consideration  of the  payment of the  Purchase  Price,
Sellers  covenant  and agree that for a period of one year  commencing  upon the
Closing Date,  Sellers shall not,  directly or indirectly,  (i) engage in, carry
on,  manage,  operate,  perform or control the  management or operation of a car
wash in any portion of the  territories  in which Car Wash Business is presently
located (the  "Restricted  Territory"),  or (ii) own any equity  interest in any
Person that is engaged in, carries on, manages,  operates,  performs or controls
the  management  or  operations  of car  wash or  truck  wash in the  Restricted
Territory.  Notwithstanding the foregoing provision of Section 5.11(a),  Sellers
may engage in, carry on, manage,  operate,  perform or control the management or
operation of any Location that Purchaser does not acquire under this Agreement.


                                       24
<PAGE>

         (b) Purchaser and Sellers  acknowledge  and agree that  compliance with
the covenants  contained in this Section 5.11 is necessary to protect  Purchaser
and  that a  breach  of any  such  covenant  would  result  in  irreparable  and
continuing  damage for which there would be no adequate  remedy at law.  Sellers
agree that in the event of any  adjudicated  breach of such covenant,  Purchaser
shall be entitled to injunctive  relief and to such other and further  relief as
is  proper  under the  circumstances.  If any  court of  competent  jurisdiction
determines any of the foregoing  covenants to be  unenforceable  with respect to
the term  thereof  or the  scope of the  subject  matter  or  geography  covered
thereby,  then such covenant  shall  nonetheless  be  enforceable  by such court
against  Sellers or other relevant  Person upon such shorter term or within such
lesser scope as may be determined by the court to be reasonable and enforceable.

         (c) Sellers further covenant and agrees that, without the prior written
consent of Purchaser, Sellers will not, for a period of one year commencing upon
the Closing  Date,  solicit for  employment,  as an  employee,  officer,  agent,
consultant,  advisor,  or in any other  capacity  whatsoever,  any  then-current
employee of the Car Wash  Business or any person who has been an employee of the
Car Wash Business at any time within the six month period  preceding  such time.
As used herein, "solicit" means contact or communicate in any manner whatsoever,
including,  but  not  limited  to,  contacts  or  communications  by or  through
intermediaries, agents, contractors, representatives, or other parties, provided
that nothing  herein  shall be  construed  to prohibit  Sellers from (i) placing
advertisements  for  employment  that are  aimed at the  public  at large in any
newspaper,  trade magazine, or other periodical in general circulation,  or (ii)
responding  to any  unsolicited  inquiry by any  Purchaser  employee  concerning
employment.

                                   ARTICLE VI
                       Additional Agreements of Purchaser

         Section  6.1  Payment  of  Expenses.  Purchaser  will pay all  expenses
(including  legal  fees)  incurred  by it in  connection  with the  negotiation,
execution and performance of this Agreement. Purchaser, in addition to its other
expenses,  shall pay one-half of all premiums for a standard Title Policy on the
Owned Real Estate,  and all of the additional  premium  required for an extended
Title Policy (ii)  one-half of all  transfer  taxes,  excise  fees,  documentary
stamps and recording  fees  associated  with the transfer and  conveyance of the
Owned Real Property,  the Leased Real Property,  and the Assets, (iii) the costs
of any survey updates or environmental  reports prepared at Purchaser's request,
(iii)  one-half  of all  closing,  escrow and other  fees  charged by the Escrow
Agent, and (iv) the application fees for any governmental approvals it considers
to be required  under  Sections 5.7 and 7.1(c).  Purchaser  shall also pay their
portion of removing the underground  gasoline storage tank at Location 14 as set
forth in Section 5.6 above.


         Section 6.2 Books and Records. From the Closing Date to eighteen months
after  the  Closing  Date,  the  Purchaser  shall  allow the  Sellers  and their
professional  advisers access to all business  records and files of the Car Wash
Business and  Companies  pertaining  to the  operation of the Car Wash  Business
which  were  delivered  to the  Purchaser  in  accordance  with  this  Agreement
("Records").  Access to the records shall be during normal  working hours at the
location  where such Records are stored.  The Sellers  shall have the right,  at
their own expense,  to make copies of any Records  provided,  however,  that any
such  access  or  copying  shall  be had or done in such a  manner  so as not to
interfere  unreasonably with the normal conduct of the Purchaser's business. For
a period of eighteen  years  after the Closing  Date,  the  Purchaser  shall not
dispose of or destroy any  material  Records  without  first  providing  written
notice  to the  Sellers  at least 30 days  prior  to the  proposed  date of such
disposition or destruction.


                                       25
<PAGE>

         Section 6.3 Passes,  Coupons,  Gift Cards.  After Closing the Purchaser
shall honor,  without charge to the customers of the Car Wash Business,  the car
wash  passes,  coupons  and  pre-paid  gift  cards  issued by the  Companies  in
connection with the Car Wash Business.

         Section  6.4  Accounts  Receivable  of the  Companies.  The  Seller has
accounts  receivables  generated  by the Car  Wash  Business  prior  to  Closing
("Accounts  Receivable").  Seller has not conveyed the  Accounts  Receivable  to
Purchaser.  Purchaser  agrees that if it receives  any  payments on the Accounts
Receivable,  it shall  promptly  remit the  payments to MSI.  Purchaser  further
agrees to aid MSI in the  collection  of the  Accounts  Receivable  by providing
updated  information  on current  customers  of  Purchaser  who are also account
debtors on the Accounts  Receivable and by encouraging its current  customers to
pay any Accounts  Receivable  they owe. Seller is not obligated to institute any
type of legal or collection procedure.


                                   ARTICLE VII
                      Conditions to Purchaser's Obligations

         Section 7.1  Conditions  of Closing.  The  obligations  of Purchaser to
effect the  transactions  contemplated by this Agreement shall be subject to the
fulfillment  at or prior to the time of Closing of each of the  following  items
which are conditions to Closing.  Purchaser in its sole discretion may waive any
of the following  conditions by written notice to MSI of Purchaser's decision to
waive such condition to the Closing,  referring  specifically  to this Agreement
and the condition being waived.

         (a) The Sellers  shall have  performed  and complied  with all material
obligations  and  conditions  required  by this  Agreement  to be  performed  or
complied with by Sellers prior to or at the Closing  Date.  All  representations
and warranties of Sellers  contained in this Agreement shall be true and correct
at and as of the Closing Date,  with the same force and effect as though made at
and as of the Closing  Date,  except for  changes  expressly  permitted  by this
Agreement,  and Purchaser shall have received a Certificate  duly executed by an
executive  officer of MSI, on behalf of MSI, to the foregoing.  Any failure of a
representation  and warranty to be true and correct in any  material  respect at
and as of the  Closing  Date,  shall  be  deemed  a  failure  of this  condition
precedent.


                                       26
<PAGE>

         (b)  There  shall be no actual or  threatened  action by or before  any
court or governmental agency which seeks to restrain, prohibit or invalidate the
transaction contemplated by this Agreement.

         (c) If required, the consent of the Federal Trade Commission under the
Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, shall have
been obtained. Purchaser shall have been furnished with appropriate evidence,
reasonably satisfactory to Purchaser and its counsel, of the granting of such
approvals, authorizations and consents.

         (d) The leases for the Leased Real Property  shall be in full force and
effect and not amended or modified after the date of this  Agreement,  there are
no  existing  defaults  or events  which with the giving of notice or passing of
time, or both, would give rise to a default under the lease, that tenant has not
assigned,  sublet or otherwise  transferred any interest in and to the lease. In
the event any  landlord  fails to consent  to assign a lease of any Leased  Real
Property, Closing shall still take place as stated in Section 5.9(e).

         (e) No event  that  could  reasonably  be  expected  to have a Material
Adverse Effect shall have occurred.

                                  ARTICLE VIII
                       Conditions to Sellers' Obligations

         Section 8.1  Conditions  of Closing The  obligations  of the Sellers to
transfer the Assets,  the Owned Real  Property  and the Leased Real  Property in
accordance  with this Agreement  shall be subject to the fulfillment at or prior
to the time of Closing of each of the following conditions:

         (a) The Purchaser shall have delivered to MSI the Purchase  Price,  the
Promissory  Note  and  the  deeds  of  trust  securing  the  Promissory  Note in
accordance with Section 1.3.

         (b) The Purchaser  shall have  performed and complied with all material
obligations  and  conditions  required  by this  Agreement  to be  performed  or
complied with by Purchaser prior to or at the Closing Date. All  representations
and  warranties  of  Purchaser  contained  in this  Agreement  shall be true and
correct at and as of the Closing Date,  with the same force and effect as though
made at and as of the Closing,  except for changes  expressly  permitted by this
Agreement.

         (c)  There  shall be no actual or  threatened  action by or before  any
court or governmental agency which seeks to restrain, prohibit or invalidate the
transaction contemplated by this Agreement.

         (d) If required,  the consent of the Federal Trade Commission under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1986, as amended,  shall have
been obtained.  Purchaser shall have been furnished with  appropriate  evidence,
reasonably  satisfactory  to Purchaser and its counsel,  of the granting of such
approvals, authorizations and consents.


                                       27
<PAGE>


                                   ARTICLE IX
                                 Indemnification

         Section 9.1  Indemnification  by Sellers.  Sellers each agree that they
will  each  indemnify,  defend,  protect  and hold  harmless  Purchaser  and its
officers,   shareholders,   directors,  divisions,   subdivisions,   affiliates,
subsidiaries,  parent, agents, employees, legal representatives,  successors and
assigns, as applicable,  from and against all claims,  damages,  actions, suits,
proceedings,  demands, assessments,  adjustments,  penalties, costs and expenses
whatsoever   (including   specifically,   but  without  limitation,   reasonable
attorneys'  fees and  expenses of  investigation)  whether  equitable  or legal,
matured or  contingent,  known or unknown to Sellers,  foreseen  or  unforeseen,
ordinary or extraordinary,  patent or latent, whether arising out of occurrences
prior to, at, or after the date of this  Agreement,  as a result of or  incident
to:  (a)  any  breach  of,  misrepresentation,  untruth  or  inaccuracy  in  the
representations and warranties by Sellers, set forth in this Agreement or in the
Schedules  attached  to  this  Agreement  or in the  Collateral  Documents;  (b)
nonfulfillment or nonperformance of any agreement,  covenant or condition on the
part of Sellers made in this Agreement or in the Collateral  Documents and to be
performed by Sellers before or after the Closing Date; (c) the imposition  upon,
claim  against or payment by Purchaser of any liability or obligation of Sellers
other than the Assumed  Liabilities;  (d) violation of the  requirements  of any
governmental authority relating to the reporting and payment of federal,  state,
or other income tax of Sellers arising or accrued prior to the Closing Date; (e)
any claim by a third  party  that,  if true,  would  mean that a  condition  for
indemnification  set forth in  subsections  (a), (b), (c) or (d) of this Section
9.1 of this Agreement has occurred;  and (f) any claim or action brought against
Purchaser or any of its officers or directors as a result of any action  brought
on behalf of any shareholder of MSI.;

         Section 9.2 Indemnification by Purchaser. Purchaser agrees that it will
indemnify,  defend,  protect  and hold  harmless  Sellers  and  their  officers,
members, directors, divisions, subdivisions,  affiliates, subsidiaries, parents,
agents, employees, legal representatives, successors and assigns, as applicable,
from and against all claims,  damages,  actions,  suits,  proceedings,  demands,
assessments,  adjustments,  penalties,  costs and expenses whatsoever (including
specifically, but without limitation, reasonable attorneys' fees and expenses of
investigation)  whether  equitable  or legal,  matured or  contingent,  known or
unknown to the  Purchaser,  foreseen or unforeseen,  ordinary or  extraordinary,
patent or latent,  whether arising out of occurrences prior to, at, or after the
date of this  Agreement,  as a result of or  incident  to:  (a) any  breach  of,
misrepresentation  in,  untruth  in or  inaccuracy  in the  representations  and
warranties of Purchaser set forth in this Agreement or in the Schedules attached
to  this  Agreement  or in  the  Collateral  Documents;  (b)  nonfulfillment  or
nonperformance of any agreement,  covenant or condition on the part of Purchaser
made in this  Agreement or in the  Collateral  Documents  and to be performed by
Purchaser  before or after the Closing  Date;  (c) the  imposition  upon,  claim
against,  or payment by the Company or Sellers of any of the Assumed Liabilities
because of the  Purchaser's  failure to pay the Assumed  Liabilities  or for any
other reason;  (d) violation of the requirements of any  governmental  authority
relating to the reporting and payment of federal,  state, local or other income,
sales,  use,  franchise,  excise,  payroll or property  Tax  Liabilities  of the
Purchaser  accrued  after  the  Closing  Date,  including,  without  limitation,
liabilities  arising from or related to any failure to comply with laws relating
to bulk transfers or bulk sales with respect to the transactions contemplated by
this  Agreement;  and (f) any claim by a third party that,  if true,  would mean
that a condition for indemnification set forth in subsections (a), (b), (c), (d)
or (e) of this Section 9.2 has occurred.

                                       28
<PAGE>

         Section 9.3 Procedure for  Indemnification  with Respect to Third Party
Claims.

         (a) If any third  party  shall  notify a party to this  Agreement  (the
"Indemnified Party") with respect to any matter (a "Third Party Claim") that may
give  rise to a claim  for  indemnification  against  any  other  party  to this
Agreement (the "Indemnifying Party") under this Article IX, then the Indemnified
Party  shall  promptly  notify  each  Indemnifying  Party  thereof  in  writing;
provided,  however,  that no  delay  on the  part of the  Indemnified  Party  in
notifying any Indemnifying  Party shall relieve the Indemnifying  Party from any
obligation  hereunder  unless (and then  solely to the extent) the  Indemnifying
Party is thereby prejudiced. Such notice shall state the amount of the claim and
the relevant details thereof.

         (b)  Any  Indemnifying   Party  will  have  the  right  to  defend  the
Indemnified  Party  against  the Third  Party  Claim with  counsel of its choice
reasonably  satisfactory  to the Indemnified  Party so long as the  Indemnifying
Party notifies the Indemnified Party in writing within thirty (30) business days
after the  Indemnified  Party has given notice of the Third Party Claim that the
Indemnifying  Party  will  indemnify  the  Indemnified  Party,  pursuant  to the
provisions of Article IX.

         (c) So long as the Indemnifying  Party is conducting the defense of the
Third Party Claim in accordance  with Section 9.3(b) above,  (i) the Indemnified
Party  may  retain  separate  co-counsel  at  its  sole  cost  and  expense  and
participate in (but not control) the defense of the Third Party Claim,  (ii) the
Indemnified  Party will not  consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (which will not be unreasonably withheld), and
(iii) the  Indemnifying  Party will not consent to the entry of any  judgment or
enter into any  settlement  with  respect to the Third Party  Claim  without the
prior written consent of the  Indemnified  Party (which will not be unreasonably
withheld).  In the case of  (c)(ii)  or  (c)(iii)  above,  any such  consent  to
judgment or settlement  shall include,  as an  unconditional  term thereof,  the
release of the Indemnifying Party from all liability in connection therewith.

         (d) If any  condition  set forth in Section  9.3(b) above is or becomes
unsatisfied,  (i) the Indemnified  Party may defend against,  and consent to the
entry of any  judgment or enter into any  settlement  with respect to, the Third
Party Claim and any matter it may deem  appropriate  and the  Indemnified  Party
need not consult  with, or obtain any consent from,  any  Indemnifying  Party in
connection therewith, (ii) the Indemnifying Party will reimburse the Indemnified
Party  promptly and  periodically  for the cost of  defending  against the Third
Party Claim (including reasonable  attorneys' fees and expenses),  and (iii) the
Indemnifying  Party will remain  responsible  for any adverse  consequences  the
Indemnified Party may suffer resulting from, arising out of, relating to, in the
nature of, or caused by the Third Party Claim to the fullest extent  provided in
this Article IX.


                                       29
<PAGE>

         Section 9.4  Procedure  for  Non-Third  Party  Claims.  If Purchaser or
Sellers wish to make a claim for indemnity  under Section 9.1 or Section 9.2, as
applicable, and the claim does not arise out of a third party notification which
makes  the   provisions   of  Section  9.3   applicable,   the  party   desiring
indemnification  ("Indemnified  Party")  shall deliver to the parties from which
indemnification   is  sought   ("Indemnifying   Party")  a  written  demand  for
indemnification  ("Indemnification  Demand").  The Indemnification  Demand shall
state: (a) the amount of losses, damages or expenses which the Indemnified Party
has  incurred  or has  suffered  or is  expected to incur or suffer to which the
Indemnified  Party is  entitled  to  indemnification  pursuant to Section 9.1 or
Section 9.2, as applicable;  and (b) the nature of the event or occurrence which
entitles the  Indemnified  Party to receive payment under Section 9.1 or Section
9.2,  as  applicable.   If  the  Indemnifying  Party  wishes  to  object  to  an
Indemnification  Demand,  the Indemnifying Party must send written notice to the
Indemnified  Party  stating the  objections  and the grounds for the  objections
("Indemnification  Objection").  If no Indemnification  Objection is sent within
forty-five (45) days after the Indemnification  Demand is sent, the Indemnifying
Party  shall be  deemed to have  acknowledged  the  correctness  of the claim or
claims  specified  in the  Indemnification  Demand and shall pay the full amount
claimed  in the  Indemnification  Demand  within  sixty (60) days of the day the
Indemnification  Demand is dated. If for any reason the Indemnifying  Party does
not pay the amounts claimed in the Indemnification  Demand, within sixty days of
the  Indemnification  Demand's date, the  Indemnified  Party may institute legal
proceedings to enforce  payment of the  indemnification  claim  contained in the
Indemnification  Demand  and  any  other  claim  for  indemnification  that  the
Indemnified Party may have.

         Section 9.5 Survival of Claims.

         (a) All of the respective  representations,  warranties and obligations
of the parties to this Agreement shall survive  consummation of the transactions
contemplated  by this  Agreement  for eighteen  months from the Closing Date and
shall thereafter expire and be of no force and effect;  provided,  however, that
the  representations  and warranties in Sections 1.6, 3.1, 3.2, 3.15,  3.17, 4.1
and 4.2 shall survive four years from the Closing Date.

         (b)  Notwithstanding  the  provisions of Section  9.5(a)  above,  which
provide that  representations,  warranties and obligations  expire after certain
stated periods of time, if within the stated period of time, an  Indemnification
Demand is given,  or a suit or action based upon  representation  or warranty is
commenced, the Indemnified Party shall not be precluded from pursuing such claim
or action,  or from recovering from the Indemnifying  Party (whether through the
courts or otherwise) on the claim or action,  by reason of the expiration of the
representation or warranty.

         Section 9.6 Prompt Payment.  In the event that any party is required to
make any  payment  under this  Article IX,  such party  shall  promptly  pay the
Indemnifying Party the amount so determined.  If there should be a dispute as to
the amount or manner of  determination  of any indemnity  obligation  owed under
this Article IX, the Indemnifying Party shall,  nevertheless,  pay when due such
portion,  if any,  of the  obligation  as shall not be subject to  dispute.  The
portion in dispute shall be paid upon a final and  non-appealable  resolution of
such  dispute.  Upon the payment in full of any claim,  the  Indemnifying  Party
shall be  subrogated to the rights of the  Indemnified  Party against any person
with respect to the subject matter of such claim.


                                       30
<PAGE>

         Section 9.7 Limitation of Liability.  Notwithstanding  anything in this
Agreement to the  contrary,  the liability  and  obligations  of Sellers for the
indemnification set forth in Section 9.1, shall be limited to Five Million Eight
Hundred  Thousand Dollars  ($5,800,000).  Such limitation shall not apply to any
liabilities  and  obligations  excluded from the Assets  pursuant to Section 1.7
hereof.

         Section 9.8  Casualty and Condemnation.

         (a) The risk of loss or damage to the  Assets  until the day of closing
is  retained  by Seller.  If any damage  occurs to the Assets  prior to closing,
Purchaser  proceed to closing  and, if not  repaired by Seller prior to Closing,
deduct from the Purchase  Price the amount which will be required to repair such
damage less the insurance proceeds turned over to Purchaser under the provisions
of Section 5.2.

         (b) If any eminent domain or condemnation  proceeding pertaining to all
or any portion of the  Locations is  threatened  or  commenced  prior to closing
(including,  but not limited to those listed on Schedule 3.5(g)), there shall be
no  disposition  or  settlement  thereof  without the prior  written  consent of
Purchaser,  and  Purchaser at its sole option  shall  proceed to Closing and the
proceeds  to be  received by Seller  from such  condemnation  or eminent  domain
proceeding  shall be turned over or assigned to Purchaser.  Seller shall make no
settlement  of, nor enter into any  agreements  relating to,  eminent  domain or
condemnation   proceedings  following  execution  of  this  Agreement,   without
Purchaser's consent.

                                    ARTICLE X
                                Other Provisions

         Section 10.1  Nondisclosure  by  Purchaser.  Purchaser  recognizes  and
acknowledges  that it has in the past,  currently  has, and prior to the Closing
Date, will have access to certain confidential  information of Sellers,  such as
lists of customers, operational policies, and pricing and cost policies that are
valuable, special and unique assets of the Sellers. Purchaser agrees that, for a
period  of one (1)  year  from  the  date  hereof,  it  will  not  utilize  such
information in the business or operation of Purchaser,  or any of its affiliates
or disclose such  confidential  information  to any person,  firm,  corporation,
association,  or other entity for any purpose or reason  whatsoever,  unless (i)
such  information  becomes  known to the  public  generally  through no fault of
Purchaser or any of its affiliates, (ii) Purchaser is compelled to disclose such
information by a governmental entity or pursuant to a court proceeding, or (iii)
Closing takes place (provided,  however, that after Closing Purchaser will abide
by any  legally  binding  contractual  duties  of  non-disclosure  owed to third
parties  from whom  assets were  purchased  by the  Company).  In the event of a
breach or threatened breach by Purchaser of the provisions of this Section 10.1,
Sellers shall be entitled to an injunction  restraining Purchaser from utilizing
or  disclosing,  in whole or in part,  such  confidential  information.  Nothing
contained  herein shall be construed as  prohibiting  Sellers from  pursuing any
other available remedy for such breach or threatened breach, including,  without
limitation, the recovery of damages.

         Section 10.3 Assignment;  Binding Effect; Amendment. This Agreement and
the rights and  obligations  of the parties  hereunder  may not be assigned  and
shall be binding upon and shall inure to the benefit of the parties hereto,  the
successors  of Purchaser and the Sellers.  This  Agreement,  upon  execution and
delivery,  constitutes  a valid and  binding  agreement  of the  parties  hereto
enforceable in accordance  with its terms and may be modified or amended only by
a written instrument executed by all parties hereto.

                                       31
<PAGE>

         Section 10.4 Entire  Agreement.  This Agreement is the final,  complete
and exclusive statement and expression of the agreement among the parties hereto
with relation to the subject matter of this Agreement,  it being understood that
there are no oral  representations,  understandings  or agreements  covering the
same subject matter as the Agreement,  except for the Confidentiality  Agreement
executed  by  Cali  West  Holdings,   LLC  in  favor  of  MSI  ("Confidentiality
Agreement").  The Agreement  supersedes,  and cannot be varied,  contradicted or
supplemented  by evidence  of any prior or  contemporaneous  discussions,  prior
correspondence,  oral agreements or written  agreements of any kind,  except for
the  Confidentiality  Agreement which shall remain in full force and effect. The
parties  to this  Agreement  have  relied on their own  advisors  for all legal,
accounting, Tax or other advice whatsoever with respect to the Agreement and the
transactions contemplated hereby.

         Section   10.5   Counterparts.   This   Agreement   may   be   executed
simultaneously  in one or more  counterparts,  each of which  shall be deemed an
original  and all of  which  together  shall  constitute  but  one and the  same
instrument.

         Section 10.6 Notices. All notices or other  communications  required or
permitted  hereunder shall be in writing and may be given by depositing the same
in United States mail,  addressed to the party to be notified,  postage  prepaid
and registered or certified with return receipt requested,  by overnight courier
or by delivering the same in person to such party.  "Overnight Courier" shall be
deemed for  purposes of this Section 10.6 to include,  without  limitation,  the
Express Mail service of the U.S. Postal Service.

         (a) If to Sellers, addressed to them at:

                           General Counsel
                           Mace Security International, Inc.
                           1000 Crawford Place
                           Mt. Laurel, NJ 08054

                           with a copy to:

                           Gerald J. Guarcini, Esq.
                           Ballard Spahr Andrews & Ingersoll, LLP
                           1735 Market Street
                           Philadelphia, Pennsylvania 19103-75.


         (b) If to Purchaser, addressed to it at:

                           2609 W. Woodland Drive
                           Anaheim, CA 92801
                           Fax 714-826-3732

         (c)               If to Escrow Agent, addressed to it at: 3440 Wilshire
                           Blvd, Suite 600 Las Angelos, CA 90010

                                       32
<PAGE>

Notice shall be deemed given and effective on the earliest of the day personally
delivered,  or one business day after being sent by Overnight Courier,  or three
business days after the deposit in the U.S. mail of a writing addressed as above
and sent first class mail, certified, return receipt requested, or when actually
received,  if earlier.  Any party may change the address for notice by notifying
the other parties of such change in accordance with this Section 10.6.

         Section 10.7  Governing  Law. This  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any  jurisdiction  other  than the State of  Delaware.  Issues  that
relate to the Owned Real Property and Leased Real Property and would be governed
by local law shall be governed by the law of the jurisdiction in which the Owned
Real Property or Leased Real Property is located.

         Section  10.8 No Waiver.  No delay of, or omission  in, the exercise of
any right,  power or remedy  accruing  to any party as a result of any breach or
default by any other party  under this  Agreement  shall  impair any such right,
power or remedy, nor shall it be construed as a waiver of or acquiescence in any
such breach or default, or in any similar breach or default occurring later; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach of default occurring before or after that waiver.

         Section 10.9 Captions.  The headings of this Agreement are inserted for
convenience  only,  and shall not constitute a part of this Agreement or be used
to construe or interpret any provision hereof.


                                       33
<PAGE>

         Section 10.10  Severability.  In case any  provision of this  Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent possible, be
modified in such  manner as to be valid,  legal and  enforceable  but so as most
nearly  to  retain  the  intent  of the  parties.  If such  modification  is not
possible,  such provision shall be severed from this  Agreement.  In either case
the validity,  legality and  enforceability of the remaining  provisions of this
Agreement shall not in any way be affected or impaired thereby.

         Section 10.11  Construction.  The parties have participated  jointly in
the  negotiation  and drafting of this  Agreement.  In the event an ambiguity or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement.  Any reference to any federal, state, local or
foreign  statute  shall  be  deemed  to  refer  to  all  rules  and  regulations
promulgated  thereunder,   unless  the  context  requires  otherwise.  The  word
"including" means included, without limitation.

         Section 10.12  Extension or Waiver of  Performance.  Either  Sellers or
Purchaser  may  extend  the  time  for or waive  the  performance  of any of the
obligations  of the other,  waive any  inaccuracies  in the  representations  or
warranties  by the  other,  or waive  compliance  by the  other  with any of the
covenants or  conditions  contained in this  Agreement,  provided  that any such
extension  or waiver  shall be in writing  and signed by the party  granting  or
approving such extension or waiver.

         Section 10.13 Liabilities of Third Parties.  Nothing in this Agreement,
whether expressed or implied, is intended to confer any rights or remedies under
or by reason of this  Agreement on any persons  other than the parties to it and
their respective  successors,  heirs, legal  representative and assigns,  nor is
anything in this  Agreement  intended to relieve or discharge the  obligation or
liability  of any third  persons to any party to this  Agreement,  nor shall any
provisions  give any third  person any rights of  subrogation  or action over or
against any party to this Agreement.

         Section 10.14  Disclosure on Schedules.  The parties to this  Agreement
shall have the obligation to supplement or amend the Schedules  being  delivered
concurrently  with the  execution  of this  Agreement  and  attached  hereto  or
incorporated  herein with respect to any matter hereafter  arising or discovered
which,  if  existing  or known at the date of this  Agreement,  would  have been
required to be set forth or described in the Schedules.  The  obligations of the
parties to amend or supplement the Schedules shall terminate on the consummation
of the transaction contemplated by this Agreement at the Closing, or on the date
of termination of this Agreement if Closing does not occur.

         Section 10.16 Further Assurances and Cooperation.  From time to time at
the request of a party to this Agreement and without further consideration,  the
other party will execute and deliver such  documents and take such action as may
reasonably be requested in order to consummate more effectively the transactions
contemplated by this Agreement.  Purchaser hereby agrees that in connection with
any exemption  from any Tax  otherwise  payable in respect of a bulk transfer of
assets that  Sellers  wish to obtain,  upon  Sellers'  request,  Purchaser  will
provide to Sellers the appropriate form issued by the appropriate State Division
of Taxation.  Purchaser and Sellers agree to use good faith efforts to structure
and implement the transactions contemplated by this Agreement in a tax-efficient
manner.

                                       34
<PAGE>

         Section 10.17 No Third Party  Beneficiaries.  This  Agreement  shall be
binding  upon and inure  solely to the benefit of the  parties  hereto and their
permitted  assigns and  nothing  herein,  express or implied,  is intended to or
shall confer upon any other Person, including,  without limitation, any union or
any  employee  or former  employee  of Sellers,  any legal or  equitable  right,
benefit or remedy of any nature whatsoever,  including,  without limitation, any
rights  of  employment  for any  specified  period,  under or by  reason of this
Agreement.

         Section 10.18  Computation of Time.  Any time period  specified in this
Agreement which would otherwise end on a non-Business Day shall automatically be
extended to the immediately following Business Day.


              [The balance of this page intentionally left blank.]



                                       35
<PAGE>






         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

PURCHASER:
CW Acquisition, LLC

By: /s/ Christopher M. Miner
------------------------------------
Name: Christopher M. Miner
Title: Operating Manager



SELLERS:
Mace Security International, Inc.

By: /s/ Robert Kramer
------------------------------------
Name: Robert Kramer
Title: Executive Vice-President



Mace Car Wash, Inc.

By: /s/ Robert Kramer
-------------------------------------
Name: Robert Kramer
Title: Executive Vice-President


Mace Car Wash-Arizona, Inc.

By: /s/ Robert Kramer
-------------------------------------
Name: Robert Kramer
Title: Executive Vice-President


ESCROW AGENT

United Escrow Co.

By: /s/ Susan H. Chang
-------------------------------------
Name: Susan H. Chang
Title: President

                                       36
<PAGE>



                                   Appendix A
                                  Defined Terms

         Through out the Agreement  certain  capitalized  terms are defined.  In
addition to the  definitions  that are throughout  the Agreement,  the terms set
forth in this  Appendix  A have the  meanings  given  them for  purposes  of the
Agreement.


         "Acquisition Transaction" is defined in Section 5.12 of the Agreement.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person.  For purposes of this definition,  "control"
when used with  respect to any  specified  Person  means the power to direct the
management and policies of such Person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise,  and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "Applicable Laws" means applicable  federal,  state and local statutes,
laws, rules, regulations, orders, permits (including, without limitation, zoning
restrictions, land use requirements and environmental laws).

         "Assets" is defined Section 1.4 of the Agreement.

         "Assumed Liabilities" are defined in Section 1.6 of the Agreement.

         "Business  Day"  means a day other than  Saturday,  Sunday or other day
when commercial banks in the State of Delaware are authorized or required by law
to close.

         "Car Wash  Business"  means the car wash business and related  services
offered by the Companies at the Locations.

         "Closing" is defined in Section 1.2 of the Agreement.

         "Closing Date" is defined in Section 1.2 of the Agreement.

         "Companies" mean Mace Car Wash, Inc and Mace Car Wash-Arizona,  Inc., a
"Company" means one of the Companies.

         "Current  Surveys" means the most recent existing  surveys of the Owned
Real Property which Sellers have access to.

         "Current Title Policies" means the most recent existing title policy of
the Owned Real Property to which Sellers have access.

                                       37
<PAGE>

         "Deposit"  means the Two  Hundred  Thousand  Dollars  ("$200,000)  that
Purchaser is to deposit  with Escrow Agent as set forth in Section  1.3(a)(i) of
the Agreement.

         "Employee Benefit Plan" means any employee benefit plan or compensation
plan,  agreement  or  arrangement  covering  present or former  employees of the
Companies  (including  those within the meaning of ERISA  Section  3(3)),  stock
purchase plan, stock option plan,  fringe benefit plan,  change in control plan,
severance  plan,  bonus plan,  pension plan and any other deferred  compensation
agreement or plan or funding arrangement.

         "Encumbrance"  means  any  lien,  pledge,  option,  charge,   easement,
security interest, right-of-way or similar restriction or encumbrance.

         "Escrow" means the Deposit.

         "Escrow Agent" means United Escrow Company.

         "Historical  Financials"  means  the  consolidated  balance  sheet  and
statements  of income and cash flows of the for the Car and Truck Wash  Business
Segment  as of and for the  year  ended  December  31,  2005 as  filed  with the
Securities and Exchange  Commission under the requirements of the Securities and
Exchange Act of 1934.

         "Leased  Real  Property"  means the  Locations  that are  leased by the
Companies as identified on Schedule 1.3 of the Agreement.

         "Locations"  means the car wash locations listed on Schedule 1.3 of the
Agreement.

         "Material  Adverse  Effect"  means any material  adverse  change in, or
material  adverse  effect on the business,  assets,  operations,  value or other
financial  condition  of the Car Wash  Business  such that the  earnings  before
interest  taxes  depreciation  and  amortization  of the Car Wash  Business  can
reasonably expected to be $2,000,000 or less for the twelve months following the
Closing Date.

         "MSI" means Mace Security International, Inc., a Delaware Corporation.

         "Ordinary Course of the Business" means a manner  generally  consistent
with past  business  practices  as evidenced by  historical  events,  trends and
customary approach.

         "Owned Real Property" means the real property owned by the Companies as
identified on Schedule 1.3 of the Agreement.

         "Permitted Exceptions" is defined in Section 2.1 of the Agreement.

         "Person" means any individual, partnership,  corporation,  association,
joint stock  company,  trust,  joint  venture,  unincorporated  organization  or
governmental  entity  (or  any  department,   agency  or  political  subdivision
thereof).

         "Promissory Note" means the note attached as Schedule 1.9(a)(ii).


                                       38
<PAGE>

         "Purchaser" is defined in the first paragraph of the Agreement.

         "Purchase Price" is defined in Section 1.3 of the Agreement.

         "Sellers" mean MSI and the Companies.

         "Tax"  means  any  federal,  state,  local  or  foreign  income,  gross
receipts,  license,  excise,  severance,  stamp, occupation,  premium,  windfall
profits,  capital gain,  intangible,  custom duties,  capital stock,  franchise,
foreign   withholding,   unemployment,   disability,   transfer,   value  added,
registration,  alternative or add on minimum,  or estimated  tax,  including any
interest,  penalties or additions to taxes in respect of the foregoing,  whether
disputed  or not,  and any  obligation  to  indemnify,  assume or succeed to the
liability  of any other  Person in respect of the  foregoing,  and the term "Tax
Liability" shall mean any liability (whether known or unknown,  whether absolute
or contingent,  whether liquidated or unliquidated, and whether due or to become
due) with respect to Taxes.

         "Tax Return" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto, and including any amendment thereof.



                                       39