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                               FIRST AMENDMENT TO 
                        GREASE MONKEY HOLDING CORPORATION
                        1993 INCENTIVE STOCK OPTION PLAN


     THIS FIRST AMENDMENT ("Amendment") is made as of this 17th day of March, 
1997 to the Grease Monkey Holding Corporation ("Company") 1993 Incentive 
Stock Option Plan ("Plan").  In the event of any conflict between the terms 
of this Amendment and the terms of the Plan, the terms of this Amendment 
shall control. All capitalized terms not defined in this Amendment shall have 
their respective meanings set forth in the Plan.

     The Plan is amended by amending Section C so that as amended Section C
reads as follows:

               "C.  ADMINISTRATION.  This Plan shall be administered by the
          Board of Directors or a committee appointed by the Board of
          Directors consisting solely of two or more Non-Employee Directors
          (as defined below).  The Board of Directors or such committee
          shall hereinafter be referred to as the "Committee."  A "Non-
          Employee Director" shall mean a director who:

               (i)  Is not currently an officer (as defined in Section
               16a-1(f) of the Securities Exchange Act of 1934, as amended)
               of the Company, or otherwise currently employed by the Company.

               (ii)  Does not receive compensation, either directly or
               indirectly, from the Company, for services rendered as a
               consultant or in any capacity other than as a director,
               except for an amount that does not exceed the dollar amount
               for which disclosure would be required pursuant to Item
               404(a) of Regulation S-K adopted by the United States
               Securities and Exchange Commission.

               (iii)  Does not possess an interest in any other transaction
               for which disclosure would be required pursuant to Item
               404(a) of Regulation S-K adopted by the United States
               Securities and Exchange Commission.

               The decision of a majority of those present at any meeting
          of the Committee where a quorum consisting of a majority of the
          Committee is present shall constitute the decision of the
          Committee.  The Committee is authorized and empowered to
          administer the Plan and, consistent with the terms of the Plan,
          to (a) select the employees to whom options are to be granted and
          to fix the number of shares and

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          other terms and conditions of the options to be granted; (b) 
          determine the date upon which options shall be granted and the 
          terms and conditions of the granted options in a manner consistent 
          with the Plan, which terms need not be identical as between options 
          or employees; (c) interpret the Plan and the options granted under 
          the Plan; (d) adopt, amend and rescind rules and regulations for 
          the administration of the Plan; and (e) direct the Company to 
          execute option agreements pursuant to the Plan.  All such actions 
          of the Committee shall be binding upon all participants in the 
          Plan."

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Amendment effective as of the date first set forth above.


                         GREASE MONKEY HOLDING CORPORATION,
                         a Utah corporation



                         By: /s/Charles E. Steinbrueck
                             -------------------------------------
                             Charles E. Steinbrueck,
                             President and Chief Executive Officer



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