EXHIBIT
10.1    

    


    COMMERCIAL
EARNEST MONEY CONTRACT

    


           THIS
CONTRACT OF SALE is made by and between Mace Car Wash-Arizona, Inc. a Texas
corporation, hereafter referred to as "Seller" and Jamil Boukarim, hereafter
referred to as "Buyer" upon, the terms, provisions and conditions set forth
herein.

    


       1.   PURCHASE AND
SALE.   Seller agrees to sell and convey to Buyer and
Buyer agrees to buy from Seller the following property known as the "Two (2) Genie Car Wash business
facilities" located at 7320 Burnet Road and 1311 South Lamar
Blvd., in Austin, Texas.

    


       2.   PROPERTY.   Subject
to the terms and conditions of this of this Purchase and Sale (the “Contract”), the Seller agrees to sell to Buyer,
and Buyer agrees to purchase from Seller, Seller’s rights, title, and interest
in and to the following property (collectively, the “Property”):

    A.           The
“Real Property,” being the land including
any and all improvements and fixtures situated thereon, all and singular the
rights, benefits, privileges, easements, tenements, and appurtenances thereon or
in anywise appertaining to such real property; and all right, title, and
interest of Seller in and to all strips and gores and any land lying in the bed
of any street, road or alley, open or proposed, adjoining such real property,
more particularly described on Exhibit “A” attached hereto for all
purposes;

    B.           The
“Personal Property,” being all right, title
and interest of Seller in and to all tangible personal property now or hereafter
used in connection with the operation, ownership, maintenance, management,
occupancy or improvement of the Real Property including without limitation:
equipment; machinery; furniture; art work; furnishings; office equipment and
supplies;  stored on site, all tools, supplies, inventories, and
materials not incorporated in the improvements and held for repairs and
replacements.  The term “Personal Property” also shall not include any
and all deposits, bonds or other security deposited or delivered by Seller with
or to any and all governmental bodies, utility companies or other third parties
in connection with the operation, ownership, maintenance, management, occupancy
or improvement of the Real Property; and

    C.           The
“Intangible Property,” being all, right,
title and interest of Seller in and to all intangible personal property now or
hereafter used in connection with the operation, ownership, maintenance,
management, or occupancy of the Real Property, including without limitation: the
plans and specifications for the improvements; warranties; indemnities; claims
against third parties; claims against tenants for tenant improvement
reimbursements; all contract rights related to the construction, operation,
ownership or management of the Real Property that are expressly assumed by Buyer
pursuant to this Contract; applications, permits, approvals and licenses (to the
extent assignable); insurance proceeds and condemnation awards or claims thereto
to be assigned to Buyer hereunder; and all books and records relating to the
Property.  Notwithstanding the above, the term “Intnagible Property”
does not include the trade name or trade mark of “Genie Car Wash, which trade
name and trade mark shall be retained by Seller.  After Closing Buyer
agrees to rename the car washes and not use the name or logo of the Genie car
wash.

    


       3. 
  CONTRACT SALES
PRICE.

    
      
        
          
            	
                    A.  Cash
      down payment payable at closing (including earnest money)

                  	 	$	6,000,000.00	 
	
                    B.  Sum
      of all notes described in Paragraph 4 below

                  	 	$	-0-	 
	
                    C.  Other

                  	 	$	-0-	 
	
                    D.  Sales
      Price (Sum of A, B, and C)

                  	 	$	6,000,000.00	 


          

        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


       4.   FINANCING
CONDITIONS.   (not applicable)

    


       5.   EARNEST MONEY.

     A.  $100,000.00 is herewith
tendered and is to be deposited as Earnest Money with First American Title Insurance Co.,
1221 South Mopac Expwy., Suite 110, Austin, Texas 78746; Attn: Ms. Julie Pierro;
(512)329-3221; FAX (512)329-9173; jpierro@firstam.com,
as Escrow Agent.  Earnest Money is deposited with the Escrow Agent
with the understanding that Escrow Agent (i) does not assume or have any
liability for performance or nonperformance of any party (ii) has the right to
require the receipt, release and authorization in writing of all parties before
paying the deposit to any party and (iii) is not liable for interest or other
charge on the funds held.  If any party unreasonably fails to agree in
writing to an appropriate release of Earnest Money, then such party shall be
liable to the other party to the extent provided in Paragraph 14.  At
closing, Earnest Money shall be applied to any cash down payment required, next
to Buyer's closing costs and any excess refunded to Buyer.  Before
Buyer shall be entitled to refund of Earnest Money, any actual expenses incurred
or paid on Buyer's behalf shall be deducted therefrom and paid to the creditors
entitled thereto.

        B.  x Yes   ̈
No.   The parties herein agree that the Earnest Money shall be
deposited in an account at an
institution of Buyer's choice bearing interest at the highest obtainable
rate and the interest shall be credited to Buyer.

    


       6.   PROPERTY
CONDITION/INVESTIGATION.

    
      	
                   ̈  A.   
      

            	
              Buyer
      accepts the Property in "as is"
condition.

            


    

    
      	
                  x  B.  
      

            	
              Buyer
      accepts the Property in “as is” condition subject to provisions described in
      Paragraph (26.), herein.

            


    

    


       7.   SURVEY AND TITLE
BINDER.

        A.  Survey

    
      	
                   ̈ 
      1.

            	
              No
      survey is required.

            


    

    
      	
                  x
2.

            	
              Seller
      shall furnish to Buyer within five (5) days from the
      effective date of this Contract, Seller's existing surveys of the
      Property.  If Seller’s existing surveys are not acceptable to
      the Title Company, Seller, at Seller’s sole cost and expense, shall obtain
      either updates of Seller’s existing surveys or new surveys that shall then
      be acceptable to the Title Company within twenty (20) days after
      Seller receives notice that Seller’s existing surveys are not acceptable
      to the Title Company.  The Surveys shall show acreage or square
      feet, access to the Property, the location of all improvements, rights of
      way, easements, encroachments, streets, roads, water courses, or fences on
      or adjacent to the Property, if
any.

            


    

        B.    Within
fifteen (15) days after
the date of this Contract, Seller shall, at Seller's expense, deliver or cause
to be delivered to Buyer:

    
      	
                  (1)   
      

            	
              A
      title commitment ("Title Binder") covering the Property binding the Title
      Company to issue a Texas Owner's Policy of Title Insurance on the standard
      form of policy prescribed by the Texas State Board of Insurance at the
      closing in the full amount of the Sales Price;
  and

            


    

    
      	
                  (2)   
      

            	
              True,
      correct, and legible copies of any and all instruments referred to in the
      Title Binder as constituting exceptions or restrictions upon the title of
      Seller.

            


    

    
      	
                  (3)   
      

            	
              A
      U.C.C. lien search, if applicable.

            


    

    


       8.   APPROVAL PERIOD AND
TITLE.

     A.  Buyer shall have
twenty (20) days after
the receipt of both the Surveys and Title Binders to review same and to deliver
in writing to Seller such objections as Buyer may have to anything contained
therein.  Buyer may only object to matters that prevent the financing
of the purchase or would cause title to be unmarketable or uninsurable at
standard rates.  Any such item to which Buyer shall not object shall
be deemed to be accepted by Buyer.  If there are objections by Buyer,
Seller shall in good faith attempt to satisfy same prior to closing, but Seller
shall not be required to incur any cost to do so.  If title objections
are disclosed, Seller shall have thirty (30) days to cure same.
If Seller delivers written notice to Buyer on or before the Closing Date that
Seller is unable to satisfy such objections, or if, for any reason, Seller is
unable to convey title in accordance with Section 8(B.) below, Buyer may either
waive such objections and accept such title as Seller is able to convey or
terminate this Contract by written notice to Seller and the Earnest Money shall
be refunded with no Broker's fee due.  Zoning ordinances and a lien
for current taxes shall not be valid objections to title.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


     B.  Seller represents
and warrants to Buyer that at the closing Seller will have and will convey to
Buyer good and indefeasible title by Special Warranty Deed (the
“Deed”) subject only to liens securing debt created, assumed or taken subject to
as part of the consideration, taxes for the current year, and any other
reservations, easements, discrepancies in boundaries, encroachments,
restrictions or exceptions previously approved by Buyer in accordance with
Paragraph 8(A.)  Delivery of the Title Policy pursuant to Section 10
below shall be deemed to fulfill all duties of Seller as to the sufficiency of
title required hereunder; provided however, Seller shall not thereby be released
from the warranties of Seller in the Deed.

    


       9.   NOTICE TO
BUYER.   At the time of the execution of this Contract,
Broker has advised and hereby advises Buyer, by this writing, that Buyer should
be furnished with or obtain a policy of title insurance or if an abstract
covering the Property is provided in lieu thereof, Buyer should have said
abstract examined by an attorney of Buyer's own selection.

    


       10.   CLOSING.

     A.  The closing of the
sale (the "Closing Date") shall be on or before thirty (30) days from expiration of
the Feasibility and Inspection Period described in Paragraph 26(A.),
herein.

     B.  At the closing,
Seller shall deliver to Buyer:  (i) a Special Warranty Deed (with
vendor's lien retained if not a cash purchase) conveying the Property, subject
only to liens securing debt created, assumed or existing as part of the
consideration, taxes for the current year, and any other reservations or
exceptions previously approved by Buyer in accordance with Paragraph 8(A.); (ii)
An Owner's Policy of Title Insurance (the "Title Policy") issued by First American Title insurance
Co. in full amount of the Sales Price, dated as of closing, insuring
Buyer's fee simple title to the Property to be good and indefeasible subject
only to those title exceptions permitted herein, or as may be approved by Buyer
in writing, and the standard printed exceptions contained in the usual form of
the Title Policy, provided, however; (a) the exception as to area and boundaries
shall be in accordance with Paragraph 7(A.); (b) the exception as to restrictive
covenants shall be endorsed "None of Record", or, if of record, restrictive
covenants shall be referenced by appropriate recording information; (c) the
exception as to taxes shall be limited to taxes for the current year and
subsequent years, and subsequent assessments for prior years due to changes in
land usage or ownership; and (iii) possession of the Property.

     C.  At the closing,
Buyer shall deliver to Seller (i) the cash portion of the Sales Price (the
Earnest Money being applied thereto) and (ii) each note provided herein, if any,
secured by Vendor's and Deed of Trust Liens.

     D.  Unless otherwise
provided herein, costs for the Survey, the Title Policy, preparing the Deed, tax
certificates, and 1/2 of escrow fee shall be Seller's expense.  All
other costs and expenses incurred in connection with this Contract which are not
recited herein to be the obligation of Seller, shall be the obligation of
Buyer.  Unless otherwise paid, before Buyer shall be entitled to
refund of Earnest Money, any such costs and expenses shall be deducted therefrom
and paid to the creditors entitled thereto.

     E.  Rents and lease
commissions, interest, insurance, utility charges, personal property taxes and
ad valorem taxes for the then current year shall be prorated at the closing
effective as of the Closing Date.  If for any reason utility charges
cannot be accurately determined at the Closing Date for proration purposes,
Buyer may postpone proration of utility charges until after closing and at such
time as a statement for utility charge is received.  Charges appearing
on such statement shall then be prorated as of the date of closing, and Seller
shall tender in cash the cost of all utility charges to the date of closing to
Buyer upon demand.  Any security deposits held by Seller shall be
delivered to Buyer.  If the closing shall occur before the tax rate is
fixed for the then current year, the apportionment of the taxes shall be upon
the basis of the tax rate for the preceding year applied to the latest assessed
valuation but any difference in ad valorem taxes for the year of sale actually
paid by Buyer shall be adjusted between the parties upon receipt of written
evidence of the payment thereof.  If Seller has claimed the benefit of
laws permitting a special use valuation for the purposes of payment of ad
valorem taxes on the Property, the Seller represents that it was legally
entitled to claim such benefits.  If this sale or Buyer's use of the
Property after closing results in the assessment of additional taxes for prior
years, such additional taxes shall be the obligation of the Buyer and such
obligation shall survive closing.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


     F.  If Buyer is to
assume an existing loan, Buyer shall pay any transfer fee as provided in
Paragraph 4.  Buyer shall execute, at the option and expense of
Seller, a Deed of Trust to Secure Assumption with a Trustee named by
Seller.

    G.  If the Property is
situated within a utility district subject to the provisions of Section 50.301,
Texas Water Code, then at or prior to the closing, Seller agrees to give Buyer
the written notice required said Section and Buyer agrees to sign and
acknowledge the notice to evidence receipt thereof.

    


       11.   ESTOPPEL CERTIFICATE BY
TENANTS.   (not applicable)

    


       12.   BROKER'S FEES:

        x  A. McAllister & Associates as
Real Estate Broker (the "Broker") has negotiated this sale and Seller agrees to
pay Broker in Travis
County, Texas, on consummation of this sale a total cash fee of four percent (4%) of the total Sales Price,
which Escrow Agent shall pay from the sale proceeds.  McAllister & Associates has
previously disclosed its agency as required by the TRELA(Texas Real Estate
License Act) thereby representing the Buyer in the transaction contemplated
herein.

         ̈ B. Seller agrees to pay
Listing Broker the fee specified by separate agreement between Listing Broker
and Seller.  Escrow Agent is authorized and directed to pay Listing
Broker said fee from the sale proceeds.

    


       13.   CASUALTY
LOSS.   If, prior to Closing, any part of Property is
damaged or destroyed by fire or other casualty loss, Seller shall restore the
same to its previous condition as soon as reasonably possible, but in any event
by Closing Date; and if Seller is unable to do so without fault, this Contract
shall terminate and Earnest Money shall be refunded with no Broker's fee
due.

    


       14.   DEFAULT.   If
Buyer fails to comply herewith, Seller, as its sole remedy, may terminate this
Contract whereupon Seller shall be paid  the Earnest Money as
liquidated damages.  If Seller is unable without fault to deliver
Title Policy or to make any non-casualty repairs required herein within the time
herein specified, Buyer may either terminate this Contract and receive the
Earnest Money as the sole remedy, or extend the time up to thirty (30)
days.  If Seller fails to comply herewith for any other reason, Buyer
may (i) terminate this Contract and receive the Earnest Money, thereby releasing
Seller from this Contract, or (ii) enforce specific performance
hereof.

    


       15.   CONDEMNATION.   If any part
of the Property is condemned prior to Closing Date, Seller shall promptly give
Buyer written notice of such condemnation and Buyer shall have the option of
either applying the proceeds on a pro rata basis of any condemnation award to
reduce the Sales Price provided herein or declare this Contract terminated by
delivering written notice of termination to Seller and Earnest Money shall be
refunded to Buyer with no Broker's fee due.

    


       16.   ATTORNEY'S
FEES.   Any party to this Contract who is the prevailing
party in any legal proceeding against any other party brought under or with
relation to this Contract or transaction shall be additionally entitled to
recover court costs and reasonable attorney fees, and all other litigation
expenses, including deposition costs, travel, and expert witness fees, from the
non-prevailing party.

    


       17.   REPRESENTATIONS.   In
addition to other representations made herein in writting, Seller represents
there will be no liens, unrecorded liens or Uniform Commercial Code liens except
those specified in Paragraph 26 against any of the Property on Closing Date,
that loan(s) will be without default, and reserve deposits will not be
deficient.  If any representation above is untrue this Contract may be
terminated by Buyer and the Earnest Money shall be refunded without
delay.  Representations shall survive closing for twelve months and
shall thereafter expire.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


       18.   NOTICES.   Any
notice, communication, request, reply or advice (severally and collectively
referred to as “Notice”) in this Contract provided or permitted to be given,
made or accepted by either party to the other must be in
writing.  Notice may, unless otherwise provided herein, be given or
served:  (i) by depositing the same in the United States Mail,
certified, with return receipt requested, addressed to the party to be notified
and with all charges prepaid; (ii) by depositing the same with Federal Express
or another service guaranteeing “next day delivery”, addressed to the party to
be notified and with all charges prepaid; (iii) by delivering the same to such
party, or an agent of such party; or (iv) by transmitting the same to the party
to be notified by telecopy, provided that receipt for such telecopy is verified
by the sender and followed by a notice sent in accordance with one of the other
provisions set forth above.  Notices hereunder shall be effective on
the date of delivery, deposit or transmittal in the manner described
hereinabove.  For the purposes of notice, the addresses of the parties
shall be, until changed, the addresses set forth on the signature page of this
Contract.  Any address for notice may be changed by written notice
delivered as provided herein.

    


       19.   INTEGRATION.   This
Contract contains the complete agreement between the parties and cannot be
varied except by the written agreement of the parties.  The parties
agree that there are no oral agreements, understanding, representations or
warranties which are not expressly set forth herein.

    


       20.   BINDING
EFFECT.   This Contract shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
representatives, successors and assigns where permitted by this
Contract.  THE
EFFECTIVE DATE OF THIS CONTRACT SHALL BE THE DATE UPON WHICH THE LAST PARTY
SIGNS.

    


       21.   TERMINATION OF
OFFER.   Unless accepted by Buyer, as evidenced by Buyer’s
signature hereto and delivered to Sellerr by 5:00 o'clock P.M., the 20th day of January, 2009, this offer to purchase
shall be null and void and all parties hereto shall stand relieved and released
of any and all liability or obligations hereunder and all Earnest Money shall be
returned to Buyer.

    


       22.   ASSIGNMENT.

    
      	 	
               ̈   

            	
              A.
      Buyer may not assign this Contract.

            


    

    
      	 	
              x

            	
              B.
      Buyer may assign this Contract and all rights hereunder to an entity of which it is a
      principal and shall be relieved of any future liability under this
      Contract provided the assignee shall assume in writing all the obligations
      of Buyer hereunder.

            


    

    


       23.   TEXAS LAW TO
APPLY.   This agreement shall be construed under and in
accordance with the laws of the State of Texas, and all obligations of the
parties created hereunder are performable in Travis County,
Texas.

    


       24.   LEGAL
CONSTRUCTION.   In case any one or more of the provisions
contained in this Contract shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof and this Contract
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

    


       25.   TIME.  Time is of the
essence.  If any date set forth in this Contract for the performance
of any obligation by Buyer or Seller for the delivery of any instrument or
notice should be on a Saturday, Sunday or legal holiday, the compliance with
such obligation or delivery shall be deemed acceptable on the next business day
following such Saturday, Sunday, or legal holiday.  For purposes of
this paragraph “legal holiday” shall mean any state or federal holiday for which
financial institutions or post offices are generally closed in Travis County,
Texas, for the observance thereof.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


       26.   SPECIAL
PROVISIONS.   A Special Provisions Addendum is
attached to this Contract and becomes a part of hereto by reference labeled as
Exhibit "B".

    


       27.   CONSULT YOUR
ATTORNEY.   This is intended to be a legally binding
Contract.  This Contract constitutes the entire agreement between the
parties and their real estate agents, there being no oral agreement,
representations, conditions, or warranties, express or implied, in addition to
this Contract.

    


       28.   PRINCIPAL DISCLOSURE. *

     ̈ The Buyer of this
Property is a licensed real estate agent and is acting as a principal in this
transaction.

     ̈ The Seller of this
Property is a licensed real estate agent and is acting as a principal in this
transaction.

    *  Neither Buyer nor Seller
is a licensed real estate agent.

    
       

      EXECUTED
by SELLER on this the 14th day of January, 2009.

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                SELLER:

                              
	 
      
	
                                MACE  CAR  WASH
      - ARIZONA,  INC.,

                              
	
                                a  Texas  corporation

                              
	 
      	 
      
	
                                By:

                              	
                                /s/ Robert M. Kramer

                              
	
                                Title:

                              	
                                Vice-President

                              
	 
      	 
      
	
                                Attn:
      Mr. Robert M. Kramer

                              
	
                                MACE  SECURITY  INTERNATIONAL

                              
	
                                240
      Gibraltar Road

                              
	
                                Horsham,
      Pennsylvania  19044

                              
	
                                (215)259-5660               FAX(215)672-8900

                              
	
                                rkramer@mace.com

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    EXECUTED
by BUYER on this the 15th day of January , 2009.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	BROKER:	 
      	
                                                          

                                                      	BUYER:
	 	 
      	 
      	 
      	 	 
      
	McAllister
      & Associates	 
      	 
      	JAMIL  BOUKARIM
	201
      Barton Springs Road	
                                                        (512)472-2100

                                                      	 
      	 	 
      	 
      
	Austin,
      Texas  78704	
                                                        FAX
      472-2905

                                                      	 
      	
                                                        By:

                                                      	/s/ Jamil Boukarim
	 	 
      	 
      	 
      	 	 
      	 
      
	By: 	
                                                         /s/ Joe Willie McAllister

                                                      	 
      	5919
      Bold Ruler Way	
                                                        (512)784-0996

                                                      
	 	
                                                        Joe
      Willie
      McAllister      joewillie@matexas.com

                                                      	 
      	Austin,
      Texas  78746	
                                                        FAX
      477-2729

                                                      
	 	 
      	 
      	 
      	jamilboukarim@gmail.com


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Receipt
of $100,000.00 Earnest Money is acknowledged in the form of check.

    


    by First
American Title, as Escrow Agent.

    


    
      
        
          
            	
                    By:

                  	
                    /s/ Kristy Miller

                  	 


          

        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    AMENDMENT
to the COMMERCIAL EARNEST MONEY CONTRACT

    between
MACE CAR WASH-ARIZONA. INC., a Texas corporation

    and JAMIL
BOUKARIM

     

    
      	
              PARTIES:

            	
              The
      Parties to this Agreement are Mace Car Wash-Arizona, Inc., a Texas
      corporation, SELLER, and Jamil Boukarim, BUYER. Whereas, BUYER has
      assigned its rights under the Commercial Earnest Money Contract to Ricky
      C. Anderson pursuant to separate instrument dated March
      13,2009.

            


    

     

    
      	
              PREFACE:

            	
              This
      Amendment modifies and supplements the Commercial Earnest Money Contract
      dated January 15, 2009, copies of which are attached hereto and
      incorporated herein for all purposes. This Amendment may be executed in
      multiple counterparts by electronic facsimile(FAX) transmission, and/or
      electronic mailed(e-mailed) .pdf images of original signatures of the
      parties, which when taken together shall constitute one original document.
      BUYER and SELLER hereby agree to the following terms and conditions and to
      supplement the above referenced Commercial Earnest Money
      Contract.

            


    

     

    The
parties hereby agree as follows:

     

    
      	
              A.

            	
              Buyer
      desires to extend the Feasibility and Inspection Period, now defined in
      Paragraph 26A of the Contract, for a period of thirty (30) days. Seller
      hereby agrees to grant such 30-day extension conditioned upon the
      following: Upon receipt of this fully executed Amendment, the Escrow Agent
      is hereby instructed to by the parties to simultaneously release a portion
      of the existing Earnest Money deposit in the sum of $25,000.00 directly to
      Seller via wire
      transfer directly to Seller's bank account without any further written or
      verbal authorization by either Buyer or Seller. The Feasibility and
      Inspection Period shall then be automatically extended through such
      extended period which shall expire at 500 o'clock p.m., C.S.T., April 15,
      2009. Any and all Earnest Money deposits shall be deemed non-refundable to
      Buyer in all respects, except in the event of Seller's default, and/or in
      the event the Environmental Phase I1 inspection report conducted of the
      Property determines that more than a total of $50,000.00 in remediation
      and/or repairs are required of the Property. For puposes of determining
      the cost of remediation andlor repairs required of the Property in this
      Amendment and in Paragraph 26A, it is agreed that none of the following
      costs and expenses shall be considered or included when determing whether
      the $50,000 limit is exceeded, (i) the removal of underground storage
      tanks, (ii) the removal of all gasoline dispensing equipment, including
      pumps and lines, (iii) the removal of any gasoline dispensing islands, and
      (iv) restoration of the paving ("Excluded Costs"). Any and all Earnest
      Money shall be credited toward the Sales Price, at closing. In the event
      Seller has not received the $25,000.00 sum by 5:00 o'clock p.m., C.S.T.,
      March 18, 2009, this Amendment shall automatically become be null and void
      and have no further force or
effect.

            


    

    Hereby
executed to be effective March 16, 2009.

     

    SELLER:

     

    MACE CAR
WASH-ARIZONA, INC., a Texas corporation

     

    
      
        
          
            
              
                	
                        /s/ Robert M. Kramer

                      
	
                        BY:

                      	
                        Robert
      M. Kramer,
Vice-president

                      


              

            

          

        

      

    

    


    BUYER:

     

    RICKY C.
ANDERSON

     

    
      
        
          
            	
                    By:

                  	
                      /s/ Ricky C.
      Anderson

                  


          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COMMERCIAL
EARNEST MONEY CONTRACT

    


           THIS
CONTRACT OF SALE is made
by and between Mace Car
Wash-Arizona, Inc. a Texas corporation, hereafter referred to as "Seller"
and Ricky C. Anderson,
hereafter referred to as "Buyer" upon, the terms, provisions and conditions set
forth herein.

    


    1.      PURCHASE AND
SALE.   Seller agrees to sell and convey to Buyer and
Buyer agrees to buy from Seller the following property known as the "Genie Car Wash business facility"
located at 1021 West
William Cannon Drive, in Austin, Texas.

    


    2.      PROPERTY.   Subject
to the terms and conditions of this of this Purchase and Sale (the “Contract”), the Seller agrees to sell to Buyer,
and Buyer agrees to purchase from Seller, Seller’s rights, title, and interest
in and to the following property (collectively, the “Property”):

    A.           The
“Real Property,” being the land including
any and all improvements and fixtures situated thereon, all and singular the
rights, benefits, privileges, easements, tenements, and appurtenances thereon or
in anywise appertaining to such real property; and all right, title, and
interest of Seller in and to all strips and gores and any land lying in the bed
of any street, road or alley, open or proposed, adjoining such real property,
more particularly described on Exhibit “A” attached hereto for all
purposes;

    B.           The
“Personal Property,” being all right, title
and interest of Seller in and to all tangible personal property now or hereafter
used in connection with the operation, ownership, maintenance, management,
occupancy or improvement of the Real Property including without limitation:
equipment; machinery; furniture; art work; furnishings; office equipment and
supplies; and, whether stored on or offsite, all tools, supplies, inventories,
and materials not incorporated in the improvements and held for repairs and
replacements.  The term “Personal Property” also shall include any and
all deposits, bonds or other security deposited or delivered by Seller with or
to any and all governmental bodies, utility companies or other third parties in
connection with the operation, ownership, maintenance, management, occupancy or
improvement of the Real Property; and

    C.           The
“Intangible Property,” being all, right,
title and interest of Seller in and to all intangible personal property now or
hereafter used in connection with the operation, ownership, maintenance,
management, or occupancy of the Real Property, including without
limitation:  all trade names and trade marks associated with the Real
Property, including without limitation the name of the buildings; the plans and
specifications for the improvements; warranties; indemnities; claims against
third parties; claims against tenants for tenant improvement reimbursements; all
contract rights related to the construction, operation, ownership or management
of the Real Property that are expressly assumed by Buyer pursuant to this
Contract; applications, permits, approvals and licenses (to the extent
assignable); insurance proceeds and condemnation awards or claims thereto to be
assigned to Buyer hereunder; and all books and records relating to the
Property.

    


    3.      CONTRACT SALES
PRICE.

    
      
        
          
            
              	
                      A.
      Cash down payment payable at closing (including earnest
    money)

                    	 	$	3,200,000.00	 
	
                      B.
      Sum of all notes described in Paragraph 4 below

                    	 	$	-0-	 
	
                      C.
      Other

                    	 	$	-0-	 
	
                      D.
      Sales Price (Sum of A, B, and C)

                    	 	$	3,200,000.00	 


            

          

        

      

    

    


    4.      FINANCING
CONDITIONS.   (not
applicable)


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    5.      EARNEST
MONEY.


     A.  $50,000.00 is herewith tendered
and is to be deposited as Earnest Money with First American Title Insurance Co.,
1221 South Mopac Expwy., Suite 110, Austin, Texas 78746; Attn: Ms. Julie Pierro;
(512)329-3221; FAX (512)329-9173; jpierro@firstam.com,
as Escrow Agent.  Earnest Money is deposited with the Escrow Agent
with the understanding that Escrow Agent (i) does not assume or have any
liability for performance or nonperformance of any party (ii) has the right to
require the receipt, release and authorization in writing of all parties before
paying the deposit to any party and (iii) is not liable for interest or other
charge on the funds held.  If any party unreasonably fails to agree in
writing to an appropriate release of Earnest Money, then such party shall be
liable to the other party to the extent provided in Paragraph 14.  At
closing, Earnest Money shall be applied to any cash down payment required, next
to Buyer's closing costs and any excess refunded to Buyer.  Before
Buyer shall be entitled to refund of Earnest Money, any actual expenses incurred
or paid on Buyer's behalf shall be deducted therefrom and paid to the creditors
entitled thereto.

    B.   x Yes   ̈
No.   The parties herein agree that the Earnest Money shall be
deposited in an account at an
institution of Buyer's choice bearing interest at the highest obtainable
rate and the interest shall be credited to Buyer.

    


    6.      PROPERTY
CONDITION/INVESTIGATION.

    
      	
            	
                o  
      A.

            	
               Buyer
      accepts the Property in "as is"
condition.

            


    

    
      	
            	
                x  B.  

            	
              Buyer
      accepts the Property in “as is” condition subject to provisions described in
      Paragraph (26.), herein.

            


    

    


    7.      SURVEY AND TITLE
BINDER.

      A.  Survey

       ̈   1.   
 No survey is required.

    
      	
                  
       x  2.

            	
              Seller
      shall furnish to Buyer within five (5) days from the
      effective date of this Contract, Seller's existing surveys of the
      Property.  If Seller’s existing surveys are not acceptable to
      the Title Company, Seller, at Seller’s sole cost and expense, shall obtain
      either updates of Seller’s existing surveys or new surveys that shall then
      be acceptable to the Title Company within twenty (20) days after
      Seller receives notice that Seller’s existing surveys are not acceptable
      to the Title Company.  The Surveys shall show acreage or square
      feet, access to the Property, the location of all improvements, rights of
      way, easements, encroachments, streets, roads, water courses, or fences on
      or adjacent to the Property, if
any.

            


    

     
    B.  Within fifteen (15) days after the
date of this Contract, Seller shall, at Seller's expense, deliver or cause to be
delivered to Buyer:

    
      	
                    (1) 

            	
              A
      title commitment ("Title Binder") covering the Property binding the Title
      Company to issue a Texas Owner's Policy of Title Insurance on the standard
      form of policy prescribed by the Texas State Board of Insurance at the
      closing in the full amount of the Sales Price;
  and

            


    

    
      	
                  
       (2)

            	
              True,
      correct, and legible copies of any and all instruments referred to in the
      Title Binder as constituting exceptions or restrictions upon the title of
      Seller.

            


    

    
      	
                    (3)

            	
              A
      U.C.C. lien search, if applicable.

            


    

    


    8.      APPROVAL PERIOD AND
TITLE.

     A.  Buyer shall have
twenty (20) days after
the receipt of both the Surveys and Title Binders to review same and to deliver
in writing to Seller such objections as Buyer may have to anything contained
therein.  Any such item to which Buyer shall not object shall be
deemed to be accepted by Buyer.  If there are objections by Buyer,
Seller shall in good faith attempt to satisfy same prior to closing, but Seller
shall not be required to incur any cost to do so.  If title objections
are disclosed, Seller shall have thirty (30) days to cure same.
If Seller delivers written notice to Buyer on or before the Closing Date that
Seller is unable to satisfy such objections, or if, for any reason, Seller is
unable to convey title in accordance with Section 8(B.) below, Buyer may either
waive such objections and accept such title as Seller is able to convey or
terminate this Contract by written notice to Seller and the Earnest Money shall
be refunded with no Broker's fee due.  Zoning ordinances and a lien
for current taxes shall not be valid objections to title.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     B.  Seller represents
and warrants to Buyer that at the closing Seller will have and will convey to
Buyer good and indefeasible title by Special Warranty Deed (the
“Deed”) subject only to liens securing debt created, assumed or taken subject to
as part of the consideration, taxes for the current year, and any other
reservations, easements, discrepancies in boundaries, encroachments,
restrictions or exceptions previously approved by Buyer in accordance with
Paragraph 8(A.)  Delivery of the Title Policy pursuant to Section 10
below shall be deemed to fulfill all duties of Seller as to the sufficiency of
title required hereunder; provided however, Seller shall not thereby be released
from the warranties of Seller in the Deed.

    


    9.      NOTICE TO
BUYER.   At the time of the execution of this Contract,
Broker has advised and hereby advises Buyer, by this writing, that Buyer should
be furnished with or obtain a policy of title insurance or if an abstract
covering the Property is provided in lieu thereof, Buyer should have said
abstract examined by an attorney of Buyer's own selection.

    


    10.    CLOSING.

     A.  The closing of the
sale (the "Closing Date") shall be on or before thirty (30) days from expiration of
the Feasibility and Inspection Period described in Paragraph 26(A.),
herein.

     B.  At the closing,
Seller shall deliver to Buyer:  (i) a Special Warranty Deed (with
vendor's lien retained if not a cash purchase) conveying the Property, subject
only to liens securing debt created, assumed or existing as part of the
consideration, taxes for the current year, and any other reservations or
exceptions previously approved by Buyer in accordance with Paragraph 8(A.); (ii)
An Owner's Policy of Title Insurance (the "Title Policy") issued by First American Title insurance
Co. in full amount of the Sales Price, dated as of closing, insuring
Buyer's fee simple title to the Property to be good and indefeasible subject
only to those title exceptions permitted herein, or as may be approved by Buyer
in writing, and the standard printed exceptions contained in the usual form of
the Title Policy, provided, however; (a) the exception as to area and boundaries
shall be in accordance with Paragraph 7(A.); (b) the exception as to restrictive
covenants shall be endorsed "None of Record", or, if of record, restrictive
covenants shall be referenced by appropriate recording information; (c) the
exception as to taxes shall be limited to taxes for the current year and
subsequent years, and subsequent assessments for prior years due to changes in
land usage or ownership; and (iii) possession of the Property.

     C.  At the closing,
Buyer shall deliver to Seller (i) the cash portion of the Sales Price (the
Earnest Money being applied thereto) and (ii) each note provided herein, if any,
secured by Vendor's and Deed of Trust Liens.

     D.  Unless otherwise
provided herein, costs for the Survey, the Title Policy, preparing the Deed, tax
certificates, and 1/2 of escrow fee shall be Seller's expense.  All
other costs and expenses incurred in connection with this Contract which are not
recited herein to be the obligation of Seller, shall be the obligation of
Buyer.  Unless otherwise paid, before Buyer shall be entitled to
refund of Earnest Money, any such costs and expenses shall be deducted therefrom
and paid to the creditors entitled thereto.

     E.  Rents and lease
commissions, interest, insurance, utility charges, personal property taxes and
ad valorem taxes for the then current year shall be prorated at the closing
effective as of the Closing Date.  If for any reason utility charges
cannot be accurately determined at the Closing Date for proration purposes,
Buyer may postpone proration of utility charges until after closing and at such
time as a statement for utility charge is received.  Charges appearing
on such statement shall then be prorated as of the date of closing, and Seller
shall tender in cash the cost of all utility charges to the date of closing to
Buyer upon demand.  Any security deposits held by Seller shall be
delivered to Buyer.  If the closing shall occur before the tax rate is
fixed for the then current year, the apportionment of the taxes shall be upon
the basis of the tax rate for the preceding year applied to the latest assessed
valuation but any difference in ad valorem taxes for the year of sale actually
paid by Buyer shall be adjusted between the parties upon receipt of written
evidence of the payment thereof.  If Seller has claimed the benefit of
laws permitting a special use valuation for the purposes of payment of ad
valorem taxes on the Property, the Seller represents that it was legally
entitled to claim such benefits.  If this sale or Buyer's use of the
Property after closing results in the assessment of additional taxes for prior
years, such additional taxes shall be the obligation of the Buyer and such
obligation shall survive closing.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


     F.  If Buyer is to
assume an existing loan, Buyer shall pay any transfer fee as provided in
Paragraph 4.  Buyer shall execute, at the option and expense of
Seller, a Deed of Trust to Secure Assumption with a Trustee named by
Seller.

    G.  If the Property is
situated within a utility district subject to the provisions of Section 50.301,
Texas Water Code, then at or prior to the closing, Seller agrees to give Buyer
the written notice required said Section and Buyer agrees to sign and
acknowledge the notice to evidence receipt thereof.

    


    11.    ESTOPPEL CERTIFICATE BY
TENANTS.   (not applicable)

    


    12.    BROKER'S FEES:

    x  A. McAllister & Associates as
Real Estate Broker (the "Broker") has negotiated this sale and Seller agrees to
pay Broker in Travis
County, Texas, on consummation of this sale a total cash fee of four percent (4%) of the total Sales Price,
which Escrow Agent shall pay from the sale proceeds.  McAllister & Associates has
previously disclosed its agency as required by the TRELA(Texas Real Estate
License Act) thereby representing the Buyer in the transaction contemplated
herein.

     ̈ B. Seller agrees to pay
Listing Broker the fee specified by separate agreement between Listing Broker
and Seller.  Escrow Agent is authorized and directed to pay Listing
Broker said fee from the sale proceeds.

    


    13.    CASUALTY
LOSS.   If, prior to Closing, any part of Property is
damaged or destroyed by fire or other casualty loss, Seller shall restore the
same to its previous condition as soon as reasonably possible, but in any event
by Closing Date; and if Seller is unable to do so without fault, this Contract
shall terminate and Earnest Money shall be refunded with no Broker's fee
due.

    


    14.    DEFAULT.   If
Buyer fails to comply herewith, Seller, as its sole remedy, may terminate this
Contract and receive the Earnest Money as liquidated damages.  If
Seller is unable without fault to deliver Title Policy or to make any
non-casualty repairs required herein within the time herein specified, Buyer may
either terminate this Contract and receive the Earnest Money as the sole remedy,
or extend the time up to thirty
(30) days.  If Seller fails to comply herewith for any other
reason, Buyer may (i) terminate this Contract and receive the Earnest Money,
thereby releasing Seller from this Contract, or (ii) enforce specific
performance hereof.

    


    15.    CONDEMNATION.   If any part
of the Property is condemned prior to Closing Date, Seller shall promptly give
Buyer written notice of such condemnation and Buyer shall have the option of
either applying the proceeds on a pro rata basis of any condemnation award to
reduce the Sales Price provided herein or declare this Contract terminated by
delivering written notice of termination to Seller and Earnest Money shall be
refunded to Buyer with no Broker's fee due.

    


    16.    ATTORNEY'S
FEES.   Any party to this Contract who is the prevailing
party in any legal proceeding against any other party brought under or with
relation to this Contract or transaction shall be additionally entitled to
recover court costs and reasonable attorney fees, and all other litigation
expenses, including deposition costs, travel, and expert witness fees, from the
non-prevailing party.

    


    17.    REPRESENTATIONS.   In
addition to other representations made herein, Seller represents there will be
no liens, unrecorded liens or Uniform Commercial Code liens except those
specified in Paragraph 26 against any of the Property on Closing Date, that
loan(s) will be without default, and reserve deposits will not be
deficient.  If any representation above is untrue this Contract may be
terminated by Buyer and the Earnest Money shall be refunded without
delay.  Representations shall survive closing.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    18.    NOTICES.   Any
notice, communication, request, reply or advice (severally and collectively
referred to as “Notice”) in this Contract provided or permitted to be given,
made or accepted by either party to the other must be in
writing.  Notice may, unless otherwise provided herein, be given or
served:  (i) by depositing the same in the United States Mail,
certified, with return receipt requested, addressed to the party to be notified
and with all charges prepaid; (ii) by depositing the same with Federal Express
or another service guaranteeing “next day delivery”, addressed to the party to
be notified and with all charges prepaid; (iii) by delivering the same to such
party, or an agent of such party; or (iv) by transmitting the same to the party
to be notified by telecopy, provided that receipt for such telecopy is verified
by the sender and followed by a notice sent in accordance with one of the other
provisions set forth above.  Notices hereunder shall be effective on
the date of delivery, deposit or transmittal in the manner described
hereinabove.  For the purposes of notice, the addresses of the parties
shall be, until changed, the addresses set forth on the signature page of this
Contract.  Any address for notice may be changed by written notice
delivered as provided herein.

    


    19.    INTEGRATION.   This
Contract contains the complete agreement between the parties and cannot be
varied except by the written agreement of the parties.  The parties
agree that there are no oral agreements, understanding, representations or
warranties which are not expressly set forth herein.

    


    20.    BINDING
EFFECT.   This Contract shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
representatives, successors and assigns where permitted by this
Contract.  THE
EFFECTIVE DATE OF THIS CONTRACT SHALL BE THE DATE UPON WHICH THE LAST PARTY
SIGNS.

    


    21.    TERMINATION OF
OFFER.   Unless accepted by Seller, as evidenced by
Seller's signature hereto and delivered to Buyer by 5:00 o'clock P.M., the 13th day of April, 2009, this offer to purchase
shall be null and void and all parties hereto shall stand relieved and released
of any and all liability or obligations hereunder and all Earnest Money shall be
returned to Buyer.

    


    22.    ASSIGNMENT.

     ̈   
A.  Buyer may not assign this Contract.

    
      	
            	
              x 

            	
              B.
       Buyer may assign this Contract and all rights hereunder to an entity of which it is a
      principal and shall be relieved of any future liability under this
      Contract provided the assignee shall assume in writing all the obligations
      of Buyer hereunder.

            


    

     

    23.    TEXAS LAW TO
APPLY.   This agreement shall be construed under and in
accordance with the laws of the State of Texas, and all obligations of the
parties created hereunder are performable in Travis County,
Texas.

    


    24.    LEGAL
CONSTRUCTION.   In case any one or more of the provisions
contained in this Contract shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof and this Contract
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

    


    25.    TIME.  Time is of the
essence.  If any date set forth in this Contract for the performance
of any obligation by Buyer or Seller for the delivery of any instrument or
notice should be on a Saturday, Sunday or legal holiday, the compliance with
such obligation or delivery shall be deemed acceptable on the next business day
following such Saturday, Sunday, or legal holiday.  For purposes of
this paragraph “legal holiday” shall mean any state or federal holiday for which
financial institutions or post offices are generally closed in Travis County,
Texas, for the observance thereof.

    


    26.    SPECIAL
PROVISIONS.   A Special Provisions Addendum is
attached to this Contract and becomes a part of hereto by reference labeled as
Exhibit "B".


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    27.    CONSULT YOUR
ATTORNEY.   This is intended to be a legally binding
Contract.  This Contract constitutes the entire agreement between the
parties and their real estate agents, there being no oral agreement,
representations, conditions, or warranties, express or implied, in addition to
this Contract.

    


    28.    PRINCIPAL DISCLOSURE. *

     ̈ The Buyer of this
Property is a licensed real estate agent and is acting as a principal in this
transaction.

     ̈ The Seller of this
Property is a licensed real estate agent and is acting as a principal in this
transaction.

    *  Neither Buyer nor Seller
is a licensed real estate agent.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                EXECUTED
      by SELLER on this the 6th day of April, 2009.

                              
	 
	
                                 SELLER:

                              
	 
      
	
                                 MACE  CAR  WASH
      - ARIZONA,  INC.,

                              
	
                                 a  Texas  corporation

                              
	 
      
	
                                 By:

                              	
                                /s/ Robert M. Kramer

                              
	 
      	 
      
	
                                 Title:

                              	
                                Vice President

                              
	 
      
	
                                 Attn:
      Mr. Robert M. Kramer

                              
	
                                 MACE  SECURITY  INTERNATIONAL

                              
	
                                 240
      Gibraltar Road

                              
	
                                 Horsham,
      Pennsylvania  19044

                              
	
                                 (215)259-5660          FAX(215)____________

                              
	
                                 rkramer@mace.com

                              
	 
	
                                EXECUTED
      by BUYER on this the 6th day of April,
  2009. 

                              


                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    	
                            BROKER:

                          	 
      	
                            BUYER:

                          
	 
      	 
      	 
      
	
                            McAllister
      & Associates

                          	 
      	
                            RICKY  C.  ANDERSON

                          
	
                            201
      Barton Springs Road

                          	
                            (512)472-2100

                          	 
      	 
      
	
                            Austin,
      Texas  78704

                          	
                            FAX
      472-2905

                          	 
      	
                            By:

                          	
                            /s/ Ricky C.
  Anderson

                          


                  

                

              

            

          

        

      

    

     

    
      
        
          
            	
                    By:

                  	
                    /s/ Joe Willie McAllister

                  	 
      	
                    2710
      Walsh Tarlton, Suite 200

                  	
                    (512)347-8801

                  
	 
      	
                    Joe
      Willie
      McAllister     joewillie@matexas.com

                  	 
      	
                    Austin,
      Texas  78746

                  	
                    FAX
      347-8853

                  
	 
      	 
      	
                    rickycanderson@austin.rr.com

                  


          

        

      

    

     

    Receipt
of $_______________________ Earnest Money is acknowledged in the form
of __________________________

    


    by
_______________________________________, as Escrow Agent.   By:
____________________________________


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    AMENDMENT
TO COMMERCIAL EARNEST MONEY CONTRACTS

    


    This
Amendment to Commercial Earnest Money Contracts (“Amendment”) has been executed
on May 27, 2009 between Mace Car Wash-Arizona, Inc., a Texas corporation
(“Seller”) and Ricky C. Anderson (“Buyer”).

    


    BACKGROUND:

    


    Seller
and Buyer are the seller and buyer under (a) a Commercial Earnest Money Contract
executed April 6, 2009 (“William Cannon Contract”) for the Genie Car Wash
located at 1021 West William Cannon Drive, Austin, Texas (“William Cannon Car
Wash”), and (b) a Commercial Earnest Money Contract executed January 15, 2009,
as amended by an Amendment executed March 16, 2009 (“Burnet and Lamar Contract”)
for the Genie Car Wash located at 7320 Burnet Road, Austin, Texas (“Burnet Car
Wash”) and the Genie Care Wash located at 1311 South Lamar Blvd, Austin, Texas
(“Lamar Car Wash”).  The William Cannon Contract and Burnet and Lamar
Contract are herein sometimes collectively referred to as the (“Car Wash
Contracts”).

     

    This
Amendment modifies and supplements the Car Wash Contracts.  This Amendment
may be executed in multiple counterparts by electronic facsimile (FAX)
transmission, and/or electronic mailed (e-mailed) .pdf images of original
signatures of the parties, which when taken together shall constitute one
original document.

     

    AGREEMENTS:

     

    The
parties in exchange for the mutual covenants and agreements herein contained and
intending to be legally bound hereby agree that the Contracts are amended as set
forth in this Amendment.

     

    1.           Defined
Terms.  The capitalized terms defined in this Amendment shall
have the meanings ascribed to them in this Amendment and the capitalized terms
defined in each of the Car Wash Contracts shall have the meanings ascribed to
the capitalized terms in each of the Car Wash Contracts, where such terms are
defined in the Car Wash Contracts.

     

    2.           Feasibility and Inspection
Period.

    


    A.  Burnet and Lamar
Contract.  Buyer and Seller acknowledge that the Feasibility
and Inspection Period, defined in Paragraph 26A of the Burnet and Lamar
Contract, as extended by the amendment executed March 16, 2009 has expired and
that Buyer does not have any right to terminate the Burnet and Lamar Contract
under the provisions Paragraph 26A of the Burnet and Lamar
Contract.

    


    B.  William Cannon
Contract. Buyer and Seller acknowledge that the Feasibility and
Inspection Period, defined in Paragraph 26A of the William Cannon Contract is
hereby waived by Buyer and that Buyer does not have any right to terminate the
William Cannon Contract under the provisions Paragraph 26A of the William Cannon
Contract.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              3.

            	
              Deposits.

            


    

    


    A.  Burnet and Lamar
Contract. Upon receipt of this fully executed Amendment, the Escrow
Agent is hereby instructed by the parties to simultaneously pay the remaining
portion of the existing Earnest Money deposit under the Burnet and Lamar
Contract in the sum of $75,000.00 directly to Seller via wire transfer directly
to Seller's bank account without any further written or verbal authorization by
either Buyer or Seller.  Within three days of the date of this
Amendment, Buyer shall deposit with Escrow Agent $60,000 as additional Earnest
Money under the Burnet and Lamar Contract.  Any and all Earnest Money
deposits under the Burnet and Lamar Contract shall be deemed non-refundable to
Buyer in all respects, except in the event of Seller's default, under the Burnet
and Lamar Contract.

    


    B.  William Cannon
Contract. Upon receipt of this fully executed Amendment, the Escrow
Agent is hereby instructed to by the parties to simultaneously pay the existing
Earnest Money deposit under the William Cannon Contract in the sum of $50,000.00
directly to Seller via wire transfer directly to Seller's bank account without
any further written or verbal authorization by either Buyer or
Seller.  Within three days of the date of this Amendment, Buyer shall
deposit with Escrow Agent $30,000 as additional Earnest Money under the William
Cannon Contract.  Any and all Earnest Money deposits under the William
Cannon Contract shall be deemed non-refundable to Buyer in all respects, except
in the event of Seller's default, under the William Cannon
Contract.

    


    4.           Removal of Underground
Storage Tanks and Remediation.

    


    A.  Burnet Car Wash, Lamar Car Wash and William Cannon Car
Wash.  Seller agrees to cause the underground storage tanks,
and related piping and dispensing equipment (“USTS”) to be removed from the
Burnet Car Wash, Lamar Car Wash and William Cannon Car Wash in accordance with
all laws and governmental regulations, including, but not limited to rules and
regulations of Texas Commission of Environmental Quality (“TECQ”).  At
Closing, Buyer agrees to reimburse Seller for all costs paid and pay any unpaid
costs associated with the removal of the USTS, restoration of the property, and
the compliance with the rules and regulations of TECQ.  Seller shall
use its best efforts to have the USTS removed on or before July 31,
2009.  After removal of the USTS has been completed, all required
filing and notifications with the TECQ shall be made by Seller through the
Closing Date and thereafter by Buyer.

    


    B.  Soil
Remediation.  If in connection with the removal of the USTS any
soil below or around the USTS  is determined to be contaminated with
levels of chemicals which are above reportable action levels of the TECQ
(“Contaminated Soil”), Seller shall, cause the Contaminated Soil to be removed
and remediated  in accordance with the rules and regulations of the
TECQ.  At Closing, Buyer agrees to reimburse Seller one half of all
costs paid and pay one half of any unpaid costs associated with the removal and
remediation of any Contaminated Soil and the compliance with the rules and
regulations of the TECQ.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    C.  Ground Water
Testing Lamar
Car Wash.  Seller agrees to have the ground water at the Lamar
Car Wash tested, by collecting and testing groundwater, if any, from exiting
monitoring wells, MW-1 and MW-2 at the Lamar Car Wash.  The ground
water shall be tested for contamination at a reputable laboratory that is
acceptable to the TECQ.  The results of the ground water testing shall
be made available to the Buyer.  If the ground water is contaminated
above reportable action levels of the TECQ (“Contaminated Groundwater”), Seller
shall report the contamination to the TECQ and take whatever further actions
required by the rules and regulations of the TECQ to define and or remediate the
Contaminated Groundwater.  At Closing, Buyer agrees to reimburse
Seller one half of all costs paid and pay one half of any unpaid costs
associated defining and remediating any Contaminated Groundwater in compliance
with the rules and regulations of the TECQ.  If there are any ongoing
costs of monitoring or remediating Contaminated Groundwater that are incurred
after the Closing, the Buyer shall be solely responsible for paying such
costs.

    


    5.           Closing
Date.    The Closing Date under the Car Wash
Contracts shall be the latter of July 31, 2009 or ten days after the date that
the following items have occurred, in accordance with Paragraph 4 of this
Amendment: (i) the USTS are removed, (ii) any Contaminated Soil is removed and
(iii) the ground water at the Lamar Car Wash has been tested.  If
Closing does not occur by the Closing Date as required herein or Buyer defaults
under this Amendment or the Car Wash Contracts, Seller may cancel the Car Wash
Contracts by sending written notice to Buyer and Escrow Agent, whereupon Escrow
Agent shall pay the portion of the Earnest Money deposit held by it to Seller
and Seller shall retain free and clear all Earnest Money
deposits.  Upon cancelation of the Car Wash Contracts, the parties
shall have no further rights or obligations with respect to each other, except
for the payment of the Earnest Money deposit to Seller.

    


    6.           Effective
Date.  This Amendment shall automatically become be null and
void and have no further force or effect (i) if Seller has not received the
$75,000.00 and $50,000 deposits from the Escrow Agent by 5:00 o'clock p.m.,
C.S.T., May 30, 2009, or (ii) Buyer fails to deposit the additional $90,000
Earnest Money with Escrow Agent on or before 5:00 o’clock p.m., CST., June 1,
2009.

    


    SIGNATURES
APPEAR ON FOLLOWING PAGE


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    7.           Entire
Agreement.  This Amendment and the Car Wash Contracts
constitute the entire agreement and understanding of the parties relating to the
subject matter hereof and supersede all prior and contemporaneous agreements and
understandings, representations and warranties, whether oral or written,
relating to the subject matter hereof.

    


    Hereby
executed to be effective May 28, 2009.

     

    SELLER:

     

    MACE CAR
WASH-ARIZONA, INC., a Texas corporation

     

    
      
        
          	
                  BY:

                	
                  /s/ Robert M. Kramer

                
	 
      	
                  Robert
      M. Kramer,
Vice-President

                


        

      

    

    


    BUYER:

     

    RICKY C.
ANDERSON

     

    
      
        
          
            	
                    By:

                  	
                    /s/ Ricky C.
  Anderson

                  


          

        

      

    

    


    ESCROW
AGENT

    


    FIRST
AMERICAN TITLE INSURANCE CO.,

    


    
      
        
          
            	
                    By:

                  	 
      


          

        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    THIRD AMENDMENT to the COMMERCIAL EARNEST
MONEY CONTRACTS

    between MACE CAR
WASH-ARIZONA, INC., a Texas corporation

    and RICKY C.
ANDERSON

    


    
      	
              PARTIES:

            	
              The
      Parties to this Agreement are Mace Car Wash-Arizona, Inc., a
      Texas corporation, SELLER, and Ricky C. Anderson,
      BUYER.

            


    

    


    
      	
              PREFACE:

            	
              This
      Amendment modifies and supplements the Commercial Earnest Money
      Contracts dated April 6, 2009 and January 15,
      2009, copies of which are attached hereto and incorporated herein
      for all purposes.  This Amendment may be executed in multiple
      counterparts by electronic facsimile(FAX) transmission, and/or electronic
      mailed(e-mailed) .pdf images of original signatures of the parties, which
      when taken together shall constitute one original
      document.  BUYER and SELLER hereby agree to the following terms
      and conditions and to supplement the above referenced Commercial Earnest Money
      Contracts.

            


    

    


    
      The
parties hereby agree as follows:

    

    


    
      	
              A.

            	
              Buyer
      desires to extend the Closing Date of July 31, 2009, now defined in
      Amendment to the Contracts dated May 27, 2009.  Seller hereby
      agrees to grant a 30-day extension to the Closing Date conditioned upon
      the following:  Upon receipt of this fully executed Amendment,
      the Escrow Agent is hereby instructed to by the parties to simultaneously
      release any and all remaining Earnest Money deposits directly to Seller
      via wire transfer
      directly to Seller’s bank account without any further written or verbal
      authorization by either Buyer or Seller.  The Closing Date shall
      then be automatically extended until on or before August 31,
      2009.  Any and all Earnest Money deposits shall be deemed
      non-refundable to Buyer in all respects, except in the event of Seller’s
      default under the Contracts.  The time of the extended Closing
      Date of August 31, 2009 shall be of the
essence.

            


    

    


    
      Hereby
executed to be effective July
30, 2009.

    

    


    SELLER:

    


    MACE  CAR  WASH-ARIZONA,  INC.,
a  Texas  corporation

    


    
      
        	
                By:

              	
                /s/ Robert M. Kramer

              	 
      
	 
      	
                Robert
      M. Kramer, Vice-president

              


      

    

    


    BUYER:

    


    RICKY  C.  ANDERSON

    


    
      
        	
                By:

              	
                /s/ Ricky C. Anderson

              	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    FOURTH
AMENDMENT TO

    CONTRACTS

     

    This
Fourth Amendment to Contracts (this “Amendment”) is made and
entered into on September 1, 2009, by and between RICKY C. ANDERSON
(“Anderson”), SEAMLESS
CAPITAL, L.P. a Texas limited partnership (“Seamless”), and MACE CAR
WASH-ARIZONA, INC., a Texas corporation (“Mace Car Wash”).

    


    WHEREAS,
Mace Car Wash and Jamil Boukarim, predecessor in interest to Anderson, entered
into that certain Commercial Earnest Money Contract, dated as of January 15,
2009, for the purchase and sale of “Two (2) Genie Car Wash business facilities”
located at 7320 Burnet Road (the “Burnet Car Wash”) and 1311
South Lamar Blvd. (the “South Lamar Car Wash”), in Austin,
Texas (“Burnet and Lamar
Contract”).  The Burnet and Lamar Contract was amended by that
certain Amendment to the Commercial Earnest Money Contract between Mace Car
Wash-Arizona, Inc., a Texas corporation and Jamil Boukarim, dated effective
March 16, 2009 (“First
Amendment”). The Burnet and Lamar Contract as amended by the First
Amendment was assigned pursuant to that certain Assignment of Commercial Earnest
Money Contract, between Jamil Boukarim and Anderson, dated effective March 13,
2009;

    


    WHEREAS,
Mace Car Wash and Anderson entered into that certain Commercial Earnest Money
Contract (the “William Cannon
Contract”), executed as of April 6, 2009, for the purchase and sale of
the “Genie Car Wash business facilities” located at 1021 West William Cannon
Drive (the “William Cannon Car
Wash”), in Austin, Texas, as amended;

    


    WHEREAS,
Mace Car Wash and Anderson entered into that certain Amendment to Commercial
Earnest Money Contracts, dated as of May 27, 2009, and executed May 28, 2009
(“Second Amendment”)
whereby, among other things, Mace Car Wash and Anderson agreed (i) that
the  Feasibility and Inspection Period of the Burnet and Lamar
Contract, as amended by the First Amendment, and of the William Cannon Contract
had expired; (ii) Earnest Money of $75,000 under the Burnet and Lamar Contract
was released to the Seller ($25,000 of Earnest Money under the Burnet and Lamar
Contract was previously released to Seller under the First Amendment); (iii)
Earnest Money of $50,000 under the William Cannon Contract was released to
Seller; (iv) additional Earnest Money in the amount of  $60,000 was
deposited in escrow under the Burnett and Lamar Contract, as amended; (v)
additional Earnest Money in the amount of $30,000 was deposited in escrow under
the William Cannon Contract; (vi) Mace Car Wash would remove the underground
gasoline storage tanks and related equipment (“UST”) at the Burnet Car Wash,
Lamar Car Wash and William Cannon Car Wash, with Anderson reimbursing Mace Car
Wash at closing for (a) all costs of removing all UST, (b) one half of the cost
of removing contaminated soil, (c)one half of the cost of remediating
contaminated ground water, if any, at Lamar; and (vii) closing under the Burnet
and Lamar Contract, as amended, and the William Cannon Contract would be
extended to July 31, 2009.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    WHEREAS,
Mace Car Wash and Anderson entered into that certain Third Amendment to
Commercial Earnest Money Contracts, effective and executed July 30, 2009 (“Third Amendment”) whereby,
among other things, Mace Car Wash and Anderson agreed (i) Earnest Money of
$60,000 under the Burnet and Lamar Contract, as amended, was released to the
Seller; (ii) Earnest Money of $30,000 under the William Cannon Contract was
released to Seller; and (iii) closing under the Burnet and Lamar Contract, as
amended, and the William Cannon Contract, as amended, would be extended to
extended to August 31, 2009.

     

    WHEREAS;
the Burnet Car Wash, the South Lamar Car Wash, the William Cannon Car Wash and
any other property set forth in the Contracts are sometimes collectively
referred to herein as, the “Property”.

    


    WHEREAS;
the Burnet and Lamar Contract, as amended by the First Amendment, Second
Amendment and Third Amendment and the William Cannon Contract, as amended by the
Second Amendment and Third Amendment are sometimes collectively referred to
herein as, the “Contracts”.

    


    WHEREAS,
Anderson assigned the Contracts (including all Amendments set forth herein) and
all of Anderson’s right, title and interest in the Contracts and Property to
Seamless pursuant to that certain Assignment of Contract, dated August 19, 2009
(the “Assignment”);

    


    WHEREAS,
Mace Car Wash has agreed to consent to the assignment of the Contracts
(including all Amendments set forth herein) and the assignment of all of
Anderson’s right, title and interest in the Contracts to Seamless, as set forth
in the Assignment;

    


    WHEREAS, the parties desire to amend
the Contracts, as set forth herein, pursuant to the terms of, and for the
consideration described in, this Amendment.

    


    NOW, THEREFORE, for valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties agree as follows:

    


    1.           Extension.  The
Closing Date under the Contracts was required to have occurred on August 31,
2009, time of the essence.  Seamless is herby granted seven separate
options to extend the Closing Date, time of the essence, in increments of seven
days each (“Extension
Periods”), upon the payment of the extension payment (“Extension Payment”) to Mace
Car Wash, as set forth below.  Each Extension Period shall go into
effect only upon Seamless paying to Mace Car Wash and Mace Car Wash having
received in good funds, the Extension Payment listed next to the applicable
Extension Period, on or before the Payment Date, listed below.  The
Extension Period, the Payment Date and the Extension Payment, applicable to each
Extension Period is as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 	
                                  Extension Period

                                	 	
                                  Payment Date

                                	 	
                                  Extension Payment

                                	 
	
                                  a.

                                	 	
                                  9/1/09
      to 9/6/09

                                	 	
                                  9/4/09

                                	 	$	3,500	 
	
                                  b.

                                	 	
                                  9/7/09
      to 9/13/09

                                	 	
                                  9/7/09

                                	 	$	3,500	 
	
                                  c.

                                	 	
                                  9/14/09
      to 9/20/09

                                	 	
                                  9/14/09

                                	 	$	3,500	 
	
                                  d.

                                	 	
                                  9/21/09
      to 9/27/09

                                	 	
                                  9/21/09

                                	 	$	3,500	 
	
                                  e.

                                	 	
                                  9/28/09
      to 10/4/09

                                	 	
                                  9/28/09

                                	 	$	7,500	 
	
                                  f.

                                	 	
                                  10/5/09
      to 10/11/09

                                	 	
                                  10/5/09

                                	 	$	7,500	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    During
the period commencing on the date of this Amendment and ending on October 11,
2009 Seamless shall also have right to extend the Closing Date to October 31,
2009 (“Additional
Extension”) by paying a further Earnest Money deposit to First American
Title Insurance Co., the Escrow Agent under the Contract, in the amount of Two
Hundred Thousand ($200,000) less the Extension Payments paid to the date of the
deposit to the Escrow Agent (“Additional Earnest
Money”).  The Additional Earnest Money shall be held and
applied as set forth for “Earnest Money” under the Contract.

    


    2.           Earnest Money and Extension
Payments.  If Seamless performs all of its obligations under
the Contracts and consummates the purchase of the Property, all Extension
Payments paid by Seamless, the Additional Earnest Money and the Two Hundred
Fourth Thousand ($240,000) dollars in Earnest Money previously paid to Mace Car
Wash under the Contracts shall be a credit against the purchase price of the
Property.  Seamless acknowledges that all Extension Payments paid and
the $240,000 in Earnest Money previously released to Mace Car Wash, is
non-refundable and is the property of Mace Car Wash.  Seamless and
Mace Car Wash agree that the previously released Earnest Money, the Additional
Earnest Money, and the Extension Payments are Mace Car Wash’s sole and exclusive
remedy and reasonable liquidated damages (the “Liquidated Damages”) if Seamless
fails to consummate the Contracts.   Seamless shall not be
subject to damages for failure to consummate the Contracts, other than the
Liquidated Damages.

    


    3.           UST
Removal.  Seamless acknowledges and agrees that Mace Car Wash
has performed its obligations under Section 4 of the Second Amendment and that
Mace Car Wash has caused the UST at the Property to be removed and has caused
any required remediation to be performed.  Seamless shall at closing
of the Property reimburse and pay Mace Car Wash its share of the UST removal and
remediation costs, as set forth in Section 4 of the Second
Amendment.  Seamless and Mace Car Wash agree that Exhibit A attached,
sets forth each of their respective shares of the UST removal and remediation
expenses they are to pay, in accordance with Section 4 of the Second
Amendment.

    


    4.           Genie Name and Pumper
Truck.  Notwithstanding anything to the contrary contained in
the Contracts, Section 2.C. of the Burnet and Lamar Contract shall be deleted in
its entirety and replaced with Section 2.C. of the William Cannon
Contract.  The parties hereto acknowledge that the Property includes
all rights, trademarks and copyrights to the name “Genie Car Wash” and the
Property also includes the pumper truck used by Mace Car Wash to remove waste
from the car wash pits at the Property.

    


    5.           Consent to
Assignment.  Mace Car Wash hereby consents to the Assignment of
the Contracts by Anderson to Seamless.  The parties hereto agree and
acknowledge that as of the date of this Amendment, Seamless is the “Buyer”, as
set forth in Contracts with all of the rights and obligations of the Buyer,
except from the failure to consummate the Contracts by “Buyer” which shall only
subject Seamless, as “Buyer”, to the Liquidated Damages.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    6.           Defined
Terms.  Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the
Contracts.

    


    7.           No Other
Amendments.  Except as amended hereby, the Contracts remain in
full force and effect.

    


    8.           Counterparts.  This
Amendment may be executed in multiple counterparts, which, when combined
together, shall constitute an original of this Amendment.  In
addition, facsimile signatures of the parties shall be effective on all
counterparts of this Amendment.

    


    9.           Entire
Agreement.  This Amendment, together with the Contracts,
embodies the entire agreement of the parties hereto, and incorporates all
previous correspondence or communication, whether written or
oral.  The Contracts, as amended hereby, can only be further modified
or varied by written instrument subscribed to by all parties
hereto.

    


    10.           Further
Assignment.   Mace Car Wash agrees that at the time of
closing under the Contracts, Seamless may assign its rights under the Contracts
to a special purposed entity of which Seamless or the equity owners of Seamless
own 51% or more of the equity interests, without the further consent of Mace Car
Wash.

    


    (SIGNATURE
PAGE FOLLOWS)


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties have executed this Amendment to be effective as of
the date first above written.

     

    
      
        	
                ANDERSON:

              	 
      
	 
      	 
      	 
      
	
                /s/ Ricky C. Anderson

              	 
      
	
                RICKY
      C. ANDERSON

              	 
      
	 
      	 
      	 
      
	
                MACE CAR
      WASH:

              
	 
	
                MACE
      CAR WASH-ARIZONA, INC., a Texas corporation

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Robert M. Kramer

              	 
      
	
                Name:

              	
                Robert Kramer

              	 
      
	
                Title:

              	
                Vice president

              	 
      
	 
      	 
      	 
      
	
                SEAMLSS:

              	 
      
	 
      	 
      	 
      
	
                SEAMLESS
      CAPITAL, L.P. a Texas limited partnership

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Joe Warnock

              	 
      
	
                Name:

              	
                Joe Warnock

              	 
      
	
                Title:

              	
                President

              	 
      


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    UST
REMOVAL AND REMEDIATION COSTS

    


    
      	
              Closure
      Report and Removal of UST, Piping and Dispensing Equipment for Austin,
      Texas Car

            
	
              Washes:

            	
              7320
      Burnet Road ("Genie 1")

            
	 
      	
              1311
      S. Lamar ("Genie 2"); and

            
	 
      	
              1021
      W. William Cannon ("Genie 3").

            


    

    


    
      
        
          
            
              
                	
                        Type of Work

                      	 	
                        Inv No.

                      	 	 	
                        Cost of Work

                      	 	 	
                        Buyer's Share

                      	 	 	
                        Seller's Share

                      	 
	
                        Genie 1

                      	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Base
      Price all Work

                      	 	
                        8659
      & 8717

                      	 	 	$	29,800.00	 	 	$	29,800.00	 	 	 	 
	
                        Removal
      of Waste Water

                      	 	 	8729	 	 	$	9,982.00	 	 	$	9,982.00	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Genie 2

                      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Base
      Price all Work

                      	 	
                        8659
      & 8717

                      	 	 	$	33,500.00	 	 	$	33,500.00	 	 	 	 
	
                        Water
      Testing Wells

                      	 	 	8721	 	 	$	2,480.50	 	 	$	1,240.25	 	 	$	1,240.25	 
	
                        Extra
      for Report on Wells

                      	 	 	8785	 	 	$	3,412.00	 	 	$	1,706.00	 	 	$	1,706.00	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Genie 3

                      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Base
      Price all Work

                      	 	
                        8659 & 8758

                      	 	 	$	33,500.00	 	 	$	33,500.00	 	 	 	 	 
	
                        Water
      Testing Wells

                      	 	 	8722	 	 	$	2,480.50	 	 	$	1,240.25	 	 	$	1,240.25	 
	
                        Removal
      of Waste Water

                      	 	 	8758	 	 	$	8,487.50	 	 	$	8,487.50	 	 	 	 	 
	
                        Contaminated
      Soil Removal

                      	 	 	8802	 	 	$	10,357.50	 	 	$	5,178.75	 	 	$	5,178.75	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        TOTAL

                      	 	 	 	 	 	$	134,000.00	 	 	$	124,634.75	 	 	$	9,365.25	 


              

            

          

        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    FIFTH
AMENDMENT TO

    CONTRACTS

     

    This
Fifth Amendment to Contracts (this “Amendment”) is made and
entered into on October 9, 2009, by and between SEAMLESS CAPITAL, L.P. a
Texas limited partnership (“Seamless”), and MACE CAR
WASH-ARIZONA, INC., a Texas corporation (“Mace Car Wash”).

    


    WHEREAS,
Mace Car Wash and Jamil Boukarim, predecessor in interest to Ricky C. Anderson,
entered into that certain Commercial Earnest Money Contract, dated as of January
15, 2009, for the purchase and sale of “Two (2) Genie Car Wash business
facilities” located at 7320 Burnet Road (the “Burnet Car Wash”) and 1311
South Lamar Blvd. (the “South Lamar Car Wash”), in Austin,
Texas (“Burnet and Lamar
Contract”).  The Burnet and Lamar Contract was amended by that
certain Amendment to the Commercial Earnest Money Contract between Mace Car
Wash-Arizona, Inc., a Texas corporation and Jamil Boukarim, dated effective
March 16, 2009 (“First
Amendment”). The Burnet and Lamar Contract as amended by the First
Amendment was assigned pursuant to that certain Assignment of Commercial Earnest
Money Contract, between Jamil Boukarim and Anderson, dated effective March 13,
2009;

    


    WHEREAS,
Mace Car Wash and Anderson entered into that certain Commercial Earnest Money
Contract (the “William Cannon
Contract”), executed as of April 6, 2009, for the purchase and sale of
the “Genie Car Wash business facilities” located at 1021 West William Cannon
Drive (the “William Cannon Car
Wash”), in Austin, Texas, as amended;

    


    WHEREAS,
Mace Car Wash and Anderson entered into that certain Amendment to Commercial
Earnest Money Contracts, dated as of May 27, 2009, and executed May 28, 2009
(“Second Amendment”)
whereby, among other things, Mace Car Wash and Anderson agreed (i) that
the  Feasibility and Inspection Period of the Burnet and Lamar
Contract, as amended by the First Amendment, and of the William Cannon Contract
had expired; (ii) Earnest Money of $75,000 under the Burnet and Lamar Contract
was released to the Seller ($25,000 of Earnest Money under the Burnet and Lamar
Contract was previously released to Seller under the First Amendment); (iii)
Earnest Money of $50,000 under the William Cannon Contract was released to
Seller; (iv) additional Earnest Money in the amount of  $60,000 was
deposited in escrow under the Burnett and Lamar Contract, as amended; (v)
additional Earnest Money in the amount of $30,000 was deposited in escrow under
the William Cannon Contract; (vi) Mace Car Wash would remove the underground
gasoline storage tanks and related equipment (“UST”) at the Burnet Car Wash,
Lamar Car Wash and William Cannon Car Wash, with Anderson reimbursing Mace Car
Wash at closing for (a) all costs of removing all UST, (b) one half of the cost
of removing contaminated soil, (c)one half of the cost of remediating
contaminated ground water, if any, at Lamar; and (vii) closing under the Burnet
and Lamar Contract, as amended, and the William Cannon Contract would be
extended to July 31, 2009.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    WHEREAS,
Mace Car Wash and Anderson entered into that certain Third Amendment to
Commercial Earnest Money Contracts, effective and executed July 30, 2009 (“Third Amendment”) whereby,
among other things, Mace Car Wash and Anderson agreed (i) Earnest Money of
$60,000 under the Burnet and Lamar Contract, as amended, was released to the
Seller; (ii) Earnest Money of $30,000 under the William Cannon Contract was
released to Seller; and (iii) closing under the Burnet and Lamar Contract, as
amended, and the William Cannon Contract, as amended, would be extended to
extended to August 31, 2009.

     

    WHEREAS,
Mace Car Wash and Seamless entered into that certain Fourth Amendment to
Commercial Earnest Money Contracts, effective and executed September 1, 2009
(“Fourth Amendment”)
whereby, among other things, Mace Car Wash and Seamless agreed to extend the
Closing Dates to October 11, 2009.

     

    WHEREAS;
the Burnet Car Wash, the South Lamar Car Wash, the William Cannon Car Wash and
any other property set forth in the Contracts are sometimes collectively
referred to herein as, the “Property”.

    


    WHEREAS;
the Burnet and Lamar Contract, as amended by the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment and the William Cannon Contract, as
amended by the Second Amendment, Third Amendment and Fourth Amendment are
sometimes collectively referred to herein as, the “Contracts”.

    


    WHEREAS,
Anderson assigned the Contracts (including all Amendments set forth herein) and
all of Anderson’s right, title and interest in the Contracts and Property to
Seamless pursuant to that certain Assignment of Contract, dated August 19, 2009
(the “Assignment”);

    


    WHEREAS,
Mace Car Wash agreed to consent to the assignment of the Contracts (including
all Amendments set forth herein) and the assignment of all of Anderson’s right,
title and interest in the Contracts to Seamless, as set forth in the
Assignment;

    


    WHEREAS, the parties desire to amend
the Contracts, as set forth herein, pursuant to the terms of, and for the
consideration described in, this Amendment.

    


    NOW, THEREFORE, for valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties agree as follows:

    


    1.           Extension.  The
Closing Date under the Contracts was required to have occurred on October 11,
2009, time of the essence.   As of the date of this Amendment,
Seamless has tendered to Mace Car Wash seven Extension Payments totaling Twenty
Nine Thousand ($29,000.00.)    Notwithstanding anything to
the contrary contained in the Lease or any previous amendments, the Closing Date
under the Contracts shall be extended to October 31, 2009, time of the essence,
such Closing to occur at Prominent Title Company, a First American Title
Insurance Co. Broker. It is hereby acknowledged that the Additional Earnest
Money of  Two Hundred Thousand ($200,000) less the Extension Payments
of Twenty Nine Thousand ($29,000.00) shall be due on October 13, 2009 and be
deposited by Seamless to Prominent Title Company. During the period commencing
on the date of this Amendment and ending on October 31, 2009, Seamless shall
also have right to extend the Closing Date to November 30, 2009, time of the
essence (“Second Additional Extension”) by
having the $171,000 held by Prominent Title Company paid to Mace Car Wash and
paying a further Earnest Money deposit to Prominent Title Company, in the amount
of Two Hundred Thousand ($200,000) (“Second Additional Earnest
Money”).  The Second Additional Earnest Money shall be held and
applied as set forth for “Earnest Money” under the Contract.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    2.           Earnest Money and Extension
Payments.  If Seamless performs all of its obligations under
the Contracts and consummates the purchase of the Property, all Extension
Payments paid by Seamless, the Additional Earnest Money, the Second Additional
Money and the Two Hundred Fourth Thousand ($240,000) dollars in Earnest Money
previously paid to Mace Car Wash under the Contracts shall be a credit against
the purchase price of the Property.  Seamless acknowledges that all
Extension Payments paid, the $171,000 (if released as herein provided) and the
$240,000 in Earnest Money previously released to Mace Car Wash, is
non-refundable and is the property of Mace Car Wash.  Seamless and
Mace Car Wash agree that the previously released Earnest Money, the Additional
Earnest Money, the Extension Payments, and the Second Additional Earnest Money
are Mace Car Wash’s sole and exclusive remedy and reasonable liquidated damages
(the “Liquidated Damages”) if Seamless fails to consummate the
Contracts.   Seamless shall not be subject to damages for failure
to consummate the Contracts, other than the Liquidated Damages.

    


    3.           UST
Removal.  Seamless acknowledges and agrees that Mace Car Wash
has performed its obligations under Section 4 of the Second Amendment and that
Mace Car Wash has caused the UST at the Property to be removed and has caused
any required remediation to be performed.  Seamless shall at closing
of the Property reimburse and pay Mace Car Wash its share of the UST removal and
remediation costs, as set forth in Section 4 of the Second
Amendment.  Seamless and Mace Car Wash agree that Exhibit A attached,
sets forth each of their respective shares of the UST removal and remediation
expenses they are to pay, in accordance with Section 4 of the Second Amendment,
except for some additional costs not exceeding $7,500, being currently incurred
to respond to requests of the Texas Environmental Quality Commission which
Seamless shall pay at Closing or reimburse Mace Car Wash, if such expenses have
been paid by Mace Car Wash prior to Closing.

    


    4.           Purchase
Price.  Notwithstanding anything to the contrary contained in
the Contracts, the total Purchase Price for the Property shall be Eight Million
and No/100 Dollars ($8,000,000.00).

     

    5.           Defined
Terms.  Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the
Contracts.

    
 

    6.           No Other
Amendments.  Except as amended hereby, the Contracts remain in
full force and effect.


    
      
         


      

      
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    7.           Counterparts.  This
Amendment may be executed in multiple counterparts, which, when combined
together, shall constitute an original of this Amendment.  In
addition, facsimile signatures of the parties shall be effective on all
counterparts of this Amendment.

    


    8.           Entire
Agreement.  This Amendment, together with the Contracts,
embodies the entire agreement of the parties hereto, and incorporates all
previous correspondence or communication, whether written or
oral.  The Contracts, as amended hereby, can only be further modified
or varied by written instrument subscribed to by all parties
hereto.

    


    (SIGNATURE
PAGE FOLLOWS)


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have executed this Amendment to be effective as of
the date first above written.

     

    MACE CAR WASH:

     

    MACE CAR
WASH-ARIZONA, INC., a Texas corporation

        

    
      
        	
                By:

              	
                /s/ Robert M. Kramer

              
	
                Name:

              	
                Robert M. Kramer

              
	
                Title:

              	
                Vice –President

              
	
                SEAMLESS:

              
	 
      	 
      
	
                SEAMLESS
      CAPITAL, L.P. a Texas limited partnership

              
	 
      	 
      
	
                By:

              	
                /s/ Joe Warnock

              
	
                Name:

              	
                Joe Warnock

              
	
                Title:

              	
                President

              


      

    


    
      
         


      

      
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    EXHIBIT
A

    


    UST
REMOVAL AND REMEDIATION COSTS

    


    
      
        	
                Closure
      Report and Removal of UST, Piping and Dispensing Equipment for Austin,
      Texas Car

              
	

                Washes:
      

              	7320
      Burnet Road ("Genie 1")
	 
      	
                1311
      S. Lamar ("Genie 2"); and

              
	 
      	
                1021
      W. William Cannon ("Genie
3").

              


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Type of Work

                            	 	
                              Inv No.

                            	 	 	
                              Cost of Work

                            	 	 	
                              Buyer's Share

                            	 	 	
                              Seller's Share

                            	 
	
                              Genie 1

                            	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Base
      Price all Work

                            	 	
                              8659
      & 8717

                            	 	 	$	29,800.00	 	 	$	29,800.00	 	 	 	 
	
                              Removal
      of Waste Water

                            	 	 	8729	 	 	$	9,982.00	 	 	$	9,982.00	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Genie 2

                            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Base
      Price all Work

                            	 	
                              8659
      & 8717

                            	 	 	$	33,500.00	 	 	$	33,500.00	 	 	 	 
	
                              Water
      Testing Wells

                            	 	 	8721	 	 	$	2,480.50	 	 	$	1,240.25	 	 	$	1,240.25	 
	
                              Extra
      for Report on Wells

                            	 	 	8785	 	 	$	3,412.00	 	 	$	1,706.00	 	 	$	1,706.00	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Genie 3

                            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              Base
      Price all Work

                            	 	
                              8659 & 8758

                            	 	 	$	33,500.00	 	 	$	33,500.00	 	 	 	 	 
	
                              Water
      Testing Wells

                            	 	 	8722	 	 	$	2,480.50	 	 	$	1,240.25	 	 	$	1,240.25	 
	
                              Removal
      of Waste Water

                            	 	 	8758	 	 	$	8,487.50	 	 	$	8,487.50	 	 	 	 	 
	
                              Contaminated
      Soil Removal

                            	 	 	8802	 	 	$	10,357.50	 	 	$	5,178.75	 	 	$	5,178.75	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              TOTAL

                            	 	 	 	 	 	$	134,000.00	 	 	$	124,634.75	 	 	$	9,365.25	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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