EXHIBIT 10.43
	 	 	 
	 	 	Amendment to Credit Agreement


 


This agreement is dated as of January 19,
2012, by and between Mace Security International, Inc. (the "Borrower") and JPMorgan Chase Bank, N.A. (together with
its successors and assigns the "Bank"). The provisions of this agreement are effective on December 31, 2011 (the
"Effective Date").


 


WHEREAS, the Borrower and the Bank
entered into a credit agreement dated October 31, 2006, as amended (if applicable) (the "Credit Agreement"); and


 


WHEREAS, the Borrower has requested
and the Bank has agreed to amend the Credit Agreement as set forth in this agreement;


 


NOW, THEREFORE, in mutual consideration
of the agreements contained herein and for other good and valuable consideration, the parties agree as follows:


 


		1.	DEFINED TERMS. Capitalized terms used in this agreement shall have the same meanings as
in the Credit Agreement, unless otherwise defined in this agreement.



 


		2.	MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement
is hereby amended as follows:



 


		2.1	From and after the Effective Date, the provision in the Credit Agreement under Section 5.2 captioned
"N. Liquidity" is hereby deleted.



 


		3.	RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and the Credit Agreement
shall remain in full force and effect as modified by this agreement.



 


		4.	BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that (a) the
representations and warranties contained in the Credit Agreement are true and correct in all material respects as of the date of
this agreement, (b) no condition, event, act or omission which could constitute a default or an event of default under the Credit
Agreement, as modified by this agreement, or any other Related Document exists, and (c) no condition, event, act or omission has
occurred and is continuing that with the giving of notice, or the passage of time or both, would constitute a default or an event
of default under the Credit Agreement, as modified by this agreement, or any other Related Document.



 


		5.	FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket disbursements incurred
by the Bank in connection with this agreement, including legal fees incurred by the Bank in the preparation, consummation, administration
and enforcement of this agreement.



 


		6.	EXECUTION AND DELIVERY. This agreement shall become effective only after it is fully executed
by the Borrower and the Bank, and the Bank shall have received from the Borrower the following documents: Assignment of Deposit
Account and Continuing Guaranty-Mace Security Products, Inc.



 


		7.	ACKNOWLEDGEMENTS OF BORROWER / RELEASE. The Borrower acknowledges that as of the date of
this agreement it has no offsets with respect to all amounts owed by the Borrower to the Bank arising under or related to the Credit
Agreement, as modified by this agreement, or any other Related Document on or prior to the date of this agreement. The Borrower
fully, finally and forever releases and discharges the Bank, its successors and assigns and their respective directors, officers,
employees, agents and representatives (each a "Bank Party") from any and all claims, causes of action, debts,
demands and liabilities, of whatever kind or nature, in law or in equity, of the Borrower, whether now known or unknown to the
Borrower, which may have arisen in connection with the Credit Agreement or the actions or omissions of any Bank Party related to
the Credit Agreement on or prior to the date hereof. ("Claims"); provided, however, that the foregoing RELEASE
SHALL INCLUDE ALL CLAIMS ARISING OUT OF THE NEGLIGENCE OF ANY BANK PARTY, but not the gross negligence or willful misconduct
of any Bank Party. The Borrower acknowledges and agrees that this agreement is limited to the terms outlined above, and shall not
be construed as an agreement to change any other terms or provisions of the Credit Agreement. This agreement shall not establish
a course of dealing or be construed as evidence of any willingness on the Bank's part to grant other or future agreements, should
any be requested.



 



    	 



    	 



    

 


		8.	INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Credit Agreement,
as modified by this agreement, and the other Related Documents contain the complete understanding and agreement of the Borrower
and the Bank in respect of the Credit Facilities and supersede all prior understandings and negotiations. If any one or more of
the obligations of the Borrower under this agreement or the Credit Agreement, as amended by this agreement, is invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining obligations of the Borrower shall
not in any way be affected or impaired, and the invalidity, illegality or unenforceability in one jurisdiction shall not affect
the validity, legality or enforceability of the obligations of the Borrower under this agreement, the Credit Agreement, as modified
by this agreement, or any other Related Document in any other jurisdiction. No provision of the Credit Agreement, as modified by
this agreement, or the other Related Documents, may be changed, discharged, supplemented, terminated, or waived except in a writing
signed by the party against whom it is being enforced.



 


		9.	Governing Law and Venue. This agreement shall be governed by and construed in accordance
with the laws of the State of Texas (without giving effect to its laws of conflicts). The Borrower agrees that any legal action
or proceeding with respect to any of its obligations under this agreement may be brought by the Bank in any state or federal court
located in the State of Texas, as the Bank in its sole discretion may elect. By the execution and delivery of this agreement, the
Borrower submits to and accepts, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction
of those courts. The Borrower waives any claim that the State of Texas is not a convenient forum or the proper venue for any such
suit, action or proceeding.



 


		10.	NOT A NOVATION. This agreement is a modification only and not a novation. Except as expressly
modified by this agreement, the Credit Agreement, any other Related Documents, and all the terms and conditions thereof, shall
be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered
attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor
of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted
as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby.
To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any
other Related Documents, the provisions of this agreement shall supersede and control. The Bank expressly reserves all rights against
all parties to the Credit Agreement and the other Related Documents.



 


		11.	TIME IS OF THE ESSENCE. Time is of the essence under this agreement and in the performance
of every term, covenant and obligation contained herein.



 


THIS AGREEMENT REPRESENTS THE FINAL
AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. 


 


	 	Borrower:
	 	 
	 	Mace Security International, Inc.
	 	 	 
	 	By:	/s/ Gregory M. Krzemien
	 	 	 
	 	 	Gregory M. Krzemien       Treasurer
	 	 	Printed Name                     Title
	 	 	 
	 	Date Signed: 1/13/2012
	 	 	 
	 	 	 
	 	Bank:
	 	 
	 	JPMorgan Chase Bank N.A.
	 	 	 
	 	By:	/s/ R. Alan Green
	 	 	 
	 	 	R. Alan Green                   Authorized Officer
	 	 	Printed Name                    Title
	 	 	 
	 	Date Signed: 1/13/2012