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Bank of America                                          Business Loan Agreement
NATIONAL TRUST AND SAVINGS ASSOCIATION

This Agreement dated as of May 31, 1996, is between BANK OF AMERICA NATIONAL 
TRUST AND SAVINGS ASSOCIATION (the "Bank") and GREASE MONKEY INTERNATIONAL, 
INC. (the "Borrower").


1.  LINE OF CREDIT AMOUNT AND TERMS

1.1 LINE OF CREDIT AMOUNT.

(a) During the availability period described below, the Bank will provide a
    line of credit to the Borrower.  The amount of the line of credit (the
    "Commitment') is Two Million Dollars ($2,000,000).

(b) This is a revolving line of credit.  During the availability period, the
    Borrower may repay principal amounts and reborrow them.

(c) Each advance must be for at least One Hundred Thousand Dollars ($100,000),
    subject to Section 1.7(b), or for the amount of the remaining available
    line of credit, if less.

(d) The Borrower agrees not to permit the outstanding principal balance of the
    line of credit to exceed the Commitment.


1.2 AVAILABILITY PERIOD.  The line of credit is available between the date of
this Agreement and April 1, 1999 (the "Expiration Date") unless the Borrower is
in default.


1.3 INTEREST RATE.

(a) Unless the Borrower elects an optional interest rate as described below,
    the interest rate is the Bank's Reference Rate.

(b) The Reference Rate is the rate of interest publicly announced from time to
    time by the Bank in San Francisco, California, as its Reference Rate.  The
    Reference Rate is set by the Bank based on various factors, including the
    Bank's costs and desired return, general economic conditions and other
    factors, and is used as a reference point for pricing some loans.  The Bank
    may price loans to its customers at, above, or below the Reference Rate. 
    Any change in the Reference Rate shall take effect at the opening of
    business on the day specified in the public announcement of a change in the
    Bank's Reference Rate.


1.4 REPAYMENT TERMS.

(a) The Borrower will pay interest on May 1, 1996, and then monthly thereafter
    until payment in full of any principal outstanding under this line of
    credit.

(b) The Borrower will repay in full all principal and any unpaid interest or
    other charges outstanding under this line of credit no later than January
    1, 2000.

(c) Any amount bearing interest at an optional interest rate (as described
    below) may be repaid at the end of the applicable interest period, which
    shall be no later than January 1, 2000.


1.5 OPTIONAL INTEREST RATES.  Instead of the interest rate based on the Bank's
Reference Rate, the Borrower may elect to have all or portions of the line of
credit bear interest at the rate(s) described below during an interest period



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agreed to by the Bank and the Borrower.  Each interest rate is a rate per 
year. Interest will be paid on the last day of each interest period, and on 
the first day of each calendar month during the interest period.  At the end 
of any interest period, the interest rate will revert to the rate based on 
the Reference Rate, unless the Borrower has designated another optional 
interest rate for the portion.


1.6 OFFSHORE RATE.  The Borrower may elect to have all or portions of the 
principal balance of the line of credit bear interest at the Offshore Rate 
plus 0.20 percentage points.

Designation of an Offshore Rate portion is subject to the following
requirements:

(a) The interest period during which the Offshore Rate will be in effect will
    be one month, two months, three months or six months (or longer subject to
    availability as determined by the Bank).  The last day of the interest
    period will be determined by the Bank using the practices of the offshore
    dollar inter-bank market.

(b) Each Offshore Rate portion will be for an amount not less than One Hundred
    Thousand Dollars ($100,000).  The Borrower shall irrevocably request an
    Offshore Rate portion no later than 9:00 a.m. San Francisco Time three (3)
    banking days before the commencement of the interest period.

(c) The "Offshore Rate" means the interest rate determined by the following
    formula, rounded upward to the nearest 1/100 of one percent. (All amounts
    in the calculation will be determined by the Bank as of the first day of
    the interest period.)

                   Offshore Rate=     Grand Cayman Rate
                                      -----------------
                                      (1.00 - Reserve Percentage)

    Where,

    (i)  "Grand Cayman Rate" means the interest rate (rounded upward to the
         nearest 1/16th of one percent) at which the Bank's Grand Cayman
         Branch, Grand Cayman, British West Indies, would offer U.S. dollar
         deposits for the applicable interest period to other major banks in
         the offshore dollar inter-bank markets.

    (ii) "Reserve Percentage" means the total of the maximum reserve
         percentages for determining the reserves to be maintained by member
         banks of the Federal Reserve System for Eurocurrency Liabilities, as
         defined in the Federal Reserve Board Regulation D, rounded upward to
         the nearest 1/100 of one percent.  The percentage will be expressed 
         as a decimal, and will include, but not be limited to, marginal,
         emergency, supplemental, special, and other reserve percentages.

(d) The Borrower may not elect an Offshore Rate with respect to any portion of
    the principal balance of the line of credit which is scheduled to be repaid
    before the last day of the applicable interest period.

(e) Any portion of the principal balance of the line of credit already bearing
    interest at the Offshore Rate will not be converted to a different rate
    during its interest period.

(f) Each prepayment of an Offshore Rate portion, whether voluntary, by reason
    of acceleration or otherwise, will be accompanied by the amount of accrued
    interest on the amount prepaid, and a prepayment fee equal to the amount
    (if any) by which

    (i)  the additional interest which would have been payable on the amount
         prepaid had it not been paid until the last day of the interest
         period, exceeds



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    (ii) the interest which would have been recoverable by the Bank by placing
         the amount prepaid on deposit in the offshore dollar market for a
         period starting on the date on which it was prepaid and ending on the
         last day of the interest period for such portion.

(g) The Bank will have no obligation to accept an election for an Offshore Rate
    portion if any of the following described events has occurred and is
    continuing:

    (i)  Dollar deposits in the principal amount, and for periods equal to the
         interest period, of an Offshore Rate portion are not available in the
         offshore dollar inter-bank markets; or

    (ii) the Offshore Rate does not accurately reflect the cost of an Offshore
         Rate portion.


1.7     LIBOR RATE.  The Borrower may elect to have all or portions of the
principal balance bear interest at the LIBOR Rate plus 0.20 percentage points.

Designation of a LIBOR Rate portion is subject to the following requirements:

(a) The interest period during which the LIBOR Rate will be in effect will be
    one month, two months, three months or six months or longer subject to
    availability as determined by the Bank.  The last day of the interest
    period will be determined by the Bank using the practices of the London
    inter-bank market.

(b) Each LIBOR Rate portion will be for an amount not less than Five Hundred
    Thousand Dollars ($500,000).

(c) The Borrower shall irrevocably request a LIBOR Rate portion no later than
    9:00 a.m. San Francisco Time three (3) banking days before the commencement
    of the interest period.

(d) The "LIBOR Rate" means the interest rate determined by the following
    formula, rounded upward to the nearest 1/100 of one percent. (All amounts
    in the calculation will be determined by the Bank as of the first day of
    the interest period.)

                      LIBOR Rate             London Rate 
                                     ---------------------------
                                     (1.00 - Reserve Percentage)

Where,

    (i)  "London Rate" means the interest rate (rounded upward to the nearest
         1/16th of one percent) at which the Bank's London Branch, London,
         Great Britain, would offer U. S. dollar deposits for the applicable
         interest period to other major banks in the London inter-bank market
         at approximately 11:00 a.m. London time two (2) banking days before
         the commencement of the interest period.

    (ii) "Reserve Percentage" means the total of the maximum reserve
         percentages for determining the reserves to be maintained by member
         banks of the Federal Reserve System for Eurocurrency Liabilities, as
         defined in Federal Reserve Board Regulation D, rounded upward to the
         nearest 1/100 of one percent.  The percentage will be expressed as a
         decimal, and will include, but not be limited to, marginal, emergency,
         supplemental, special, and other reserve percentages.

(e) The Borrower may not elect a LIBOR Rate with respect to any principal
    amount which is scheduled to be repaid before the last day of the
    applicable interest period.

(f) Any portion of the principal balance already bearing interest at the LIBOR
    Rate will not be converted to a different rate during its interest period.



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(g) Each prepayment of a LIBOR Rate portion whether voluntary, by reason of
    acceleration or otherwise, will be accompanied by the amount of accrued
    interest on the amount prepaid and a prepayment fee as described below.  A
    "prepayment" is a payment of an amount on a date earlier than the scheduled
    payment date for such amount as required by this Agreement.  The prepayment
    fee shall be equal to the amount (if any) by which:


    (i)  the additional interest which would have been payable during the
         interest period on the amount prepaid had it not been prepaid, exceeds

    (ii) the interest which would have been recoverable by the Bank by placing
         the amount prepaid on deposit in the London inter-bank market for a
         period starting on the date on which it was prepaid and ending on the
         last day of the interest period for such portion (or the scheduled
         payment date for the amount prepaid, if earlier).

(h) The Bank will have no obligation to accept an election for a LIBOR Rate
    portion if any of the following described events has occurred and is
    continuing:

    (i)  Dollar deposits in the principal amount, and for periods equal to the
         interest period, of a LIBOR Rate portion are not available in the
         London Inter-bank market; or

    (ii) the LIBOR Rate does not accurately reflect the cost of a LIBOR Rate
         portion.


2.  FEES AND EXPENSES

2.1      UNUSED COMMITMENT FEE.  The Borrower agrees to pay a fee on any 
difference between the Commitment and the amount of credit it actually uses, 
determined by the weighted average loan balance maintained during the 
specified period.  The fee will be calculated at 0.07% per year.  This fee is 
due on July 1, 1996, and on the first day of each following quarter until the 
expiration of the availability period.

2.2      EXPENSES.  The Borrower agrees to reimburse the Bank for any 
expenses it incurs in the preparation of this Agreement and any agreement or 
instrument required by this Agreement.  Expenses include, but are not limited 
to, reasonable attorneys' fees, including any allocated costs of the Bank's 
in-house counsel.


3.  DISBURSEMENTS, PAYMENTS AND COSTS

3.1      REQUESTS FOR CREDIT.  Each request for an extension of credit will 
be made in writing evidenced by a document executed by an authorized officer 
of the Borrower together with an authorized representative of Mobil 
Corporation in a manner acceptable to the Bank.  The Bank shall be entitled 
to rely on the authority of any person purporting to be authorized in 
accordance with the preceding sentence hereof by the Borrower or Mobil 
Corporation to give such request, and the Bank shall not have any liability 
to the Borrower or Mobil Corporation or any other person on account of any 
action taken or not taken in reliance upon such request.


3.2      DISBURSEMENTS AND PAYMENTS.  Each disbursement by the Bank and each 
payment by the Borrower will be:

(a) made at the Bank's branch (or other location) selected by the Bank from
    time to time;

(b) made for the account of the Bank's branch selected by the Bank from time 
    to time;

(c) made in immediately available funds, or such other type of funds selected
    by the Bank;

(d) evidenced by records kept by the Bank.



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3.3 DIRECT DEBIT.

(a) The Borrower agrees that interest and principal payments and any fees will
    be deducted automatically
    on the due date from checking account number _________________, or such
    other of the Borrower's accounts with the Bank as designated in writing by
    the Borrower.

(b) The Bank will debit the account on the dates the payments become due.  If a
    due date does not fall on a banking day, the Bank will debit the account on
    the first banking day following the due date.

(c) The Borrower will maintain sufficient funds in the account on the dates the
    Bank enters debits authorized by this Agreement.  If there are insufficient
    funds in the account on the date the Bank enters any debit authorized by
    this Agreement, the debit will be reversed.

3.4 BANKING DAYS.  Unless otherwise provided in this Agreement, a banking day
is a day other than a Saturday or a Sunday on which the Bank is open for
business in California.  All payments and disbursements which would be due on a
day which is not a banking day will be due on the next banking day.  AlI
payments received on a day which is not a banking day will be applied to the
credit on the next banking day.

For amounts bearing interest at a LIBOR Rate, a banking day is a day other than
a Saturday or a Sunday on which the Bank is open for business in California, New
York and London and dealing in offshore dollars.  For amounts bearing interest
at an Offshore Rate, a banking day is a day other than a Saturday or a Sunday on
which the Bank is open for business in California, New York and Grand Cayman and
dealing in offshore dollars.

3.5 TAXES.  The Borrower will not deduct any taxes from any payments it makes
to the Bank.  If any government authority imposes any taxes on any payments made
by the Borrower, the Borrower will pay the taxes and will also pay to the Bank,
at the time interest is paid, any additional amount which the Bank specifies as
necessary to preserve the after-tax yield the Bank would have received if such
taxes had not been imposed.  Upon request by the Bank, the Borrower will confirm
that it has paid the taxes by giving the Bank official tax receipts (or
notarized copies) within 30 days after the due date.  However, the Borrower will
not pay the Bank's net income taxes.

3.6 Additional Costs.  The Borrower will pay the Bank, on demand, for the
Bank's costs or losses arising from any statute or regulation, or any request or
requirement of a regulatory agency which is applicable to all national banks or
a class of all national banks.  The costs and losses will be allocated to the
loan in a manner determined by the Bank, using any reasonable method.  The costs
include the following:

(a) any reserve or deposit requirements; and

(b) any capital requirements relating to the Bank's assets and commitments for
    credit.

3.7 INTEREST CALCULATION.  Interest on portions of the line of the credit based
on the Reference Rate will be computed on the basis of a 365-day year and the
actual number of days elapsed.  Except as otherwise stated in this Agreement,
all interest and fees, if any, will be computed on the basis of a 360-day year
and the actual number of days elapsed.  This results in more interest or a
higher fee than if a 365-day year is used.

3.8 INTEREST ON LATE PAYMENTS.  At the Bank's sole option in each instance, any
amount not paid when due under this Agreement (including interest) shall bear
interest from the due date at the Bank's Reference Rate plus 2.00 percentage
points, This may result in compounding of interest.

3.9 DEFAULT RATE.  Upon the occurrence and during the continuation of any
default under this Agreement, advances under this Agreement will at the option
of the Bank bear interest at a rate per annum which is 2.00 percentage point(s)
higher than the rate of interest otherwise provided under this Agreement.  This
will not constitute a waiver of any default.


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4.      CONDITIONS

The Bank must receive the following items, in form and content acceptable to the
Bank, before it is required to extend any credit to the Borrower under this
Agreement:

4.1 AUTHORIZATIONS.  Evidence that the execution, delivery and performance by
the Borrower (and any guarantor) of this Agreement and any instrument or
agreement required under this Agreement have been duly authorized.

4.2 GUARANTY.  Guaranty signed by Mobil Corporation in the principal amount of
Two Million Dollars ($2,000,000) in form and substance satisfactory to the Bank.

4.3 OTHER ITEMS.  Any other items that the Bank reasonably requires.

5.      REPRESENTATIONS AND WARRANTIES

When the Borrower signs this Agreement, and until the Bank is repaid in full,
the Borrower makes the following representations and warranties.  Each request
for an extension of credit constitutes a renewed representation.

5.1 ORGANIZATION OF BORROWER.  The Borrower is a corporation duly formed and
    existing under the laws of the state where organized.

5.2 AUTHORIZATION.  This Agreement, and any instrument or agreement required
hereunder, are within the Borrower's powers, have been duly authorized, and do
not conflict with any of its organizational papers.

5.3 ENFORCEABLE AGREEMENT.  This Agreement is a legal, valid and binding
agreement of the Borrower, enforceable against the Borrower in accordance with
its terms, and any instrument or agreement required hereunder, when executed and
delivered, will be similarly legal, valid, binding and enforceable.

5.4 GOOD STANDING.  In each state in which the Borrower does business, it is
properly licensed, in good standing, and, where required, in compliance with
fictitious name statutes.

5.5 NO CONFLICTS.  This Agreement does not conflict with any law, agreement, or
obligation by which the Borrower is bound.

5.6 FINANCIAL INFORMATION.  All financial and other information that has been
or will be supplied to the Bank is:

(a) sufficiently complete to give the Bank accurate knowledge of the Borrower's
    (and any guarantor's) financial condition.

(b) in form and content required by the Bank.

(c) in compliance with all government regulations that apply.

5.7 LAWSUITS.  There is no lawsuit, tax claim or other dispute pending or
threatened against the Borrower, which, if lost, would impair the Borrower's
financial condition or ability to repay the loan, except as have been disclosed
in writing to the Bank.

5.8 PERMITS, FRANCHISES.  The Borrower possesses all permits, memberships,
franchises, contracts and licenses required and all trademark rights, trade name
rights, patent rights and fictitious name rights necessary to enable it to
conduct the business in which it is now engaged.

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5.9 OTHER OBLIGATIONS.  The Borrower is not in default on any obligation for
borrowed money, any purchase money obligation or any other material lease,
commitment, contract, instrument or obligation.

5.10 INCOME TAX RETURNS.  The Borrower has no knowledge of any pending
assessments or adjustments of its income tax for any year.

5.11 NO EVENT OF DEFAULT.  There is no event which is, or with notice or lapse 
of time or both would be, a default under this Agreement.

5.12     ERISA PLANS.

(a) The Borrower has fulfilled its obligations, if any, under the minimum
    funding standards of ERISA and the Code with respect to each Plan and is in
    compliance in all material respects with the presently applicable
    provisions of ERISA and the Code, and has not incurred any liability with
    respect to any Plan under Title IV of ERISA.

(b) No reportable event has occurred under Section 4043(b) of ERISA for which
    the PBGC requires 30 day notice.

(c) No action by the Borrower to terminate or withdraw from any Plan has been
    taken and no notice of intent to terminate a Plan has been filed under
    Section 4041 of ERISA.

(d) No proceeding has been commenced with respect to a Plan under Section 4042
    of ERISA, and no event has occurred or condition exists which might
    constitute grounds for the commencement of such a proceeding.

(e) The following terms have the meanings indicated for purposes of this
    Agreement:

    (i)   "Code" means the Internal Revenue Code of 1986, as amended from time
          to time.

    (ii)  "ERISA" means the Employee Retirement Income Act of 1974, as amended
          from time to time.

    (iii) "PBGC" means the Pension Benefit Guaranty Corporation established
          pursuant to Subtitle A of Title IV of ERISA.

    (iv)  "Plan" means any employee pension benefit plan maintained or
          contributed to by the Borrower and insured by the Pension Benefit
          Guaranty Corporation under Title IV of ERISA.

5.13     LOCATION OF BORROWER.  The Borrower's place of business (or, if the
Borrower has more than one place of business, its chief executive office) is
located at the address listed under the Borrower's signature on this Agreement.

6.  COVENANTS

The Borrower agrees, so long as credit is available under this Agreement and
until the Bank is repaid in full:

6.1 USE OF PROCEEDS.  To use the proceeds of the credit only for the
    development of the Borrower's locations.

6.2 FINANCIAL INFORMATION.  To provide the following financial information and
statements and such additional information as requested by the Bank from time to
time:

(a) Within 120 days of the Borrower's fiscal year end, the Borrower's annual
    financial statements.  These financial statements may be Borrower prepared.

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(b) Within 45 days of the period's end, the Borrower's quarterly financial
    statements.  These financial statements may be Borrower prepared.

6.3 OTHER DEBTS.  Not to have outstanding or incur any direct or contingent
    debts or lease obligations (other than those to the Bank), or become liable
    for the debts of others without the Bank's written consent.  This does not
    prohibit:

(a) Acquiring goods, supplies, or merchandise on normal trade credit.

(b) Endorsing negotiable instruments received in the usual course of business.

(c) Obtaining surety bonds in the usual course of business.

(d) Additional debts for business purposes which do not exceed a total
    principal amount of Three Million Dollars ($3,000,000) outstanding at any
    one time.

(e) Debt for purchase of property as contemplated by the Supply Agreement
    defined as that agreement as entered into between Borrower and Mobil Oil
    Corporation (or any successor) dated as of May 20, 1996,  (the "Supply
    Agreement").

6.4 NOTICES TO BANK.  To promptly notify the Bank in writing of:

(a) any lawsuit over Two Hundred Fifty Thousand Dollars ($250,000) against the
    Borrower.

(b) any substantial dispute between the Borrower and any government authority.

(c) any failure to comply with this Agreement.

(d) any material adverse change in the Borrower's (or any guarantors) financial
    condition or operations.

(e) any change in the Borrower's name, legal structure, place of business, or
    chief executive office if the Borrower has more than one place of business.

6.5  BOOKS AND RECORDS.  To maintain adequate books and records.

6.6 AUDITS.  To allow the Bank and its agents to inspect the Borrower's
properties and examine, audit and make copies of books and records at any
reasonable time.  If any of the Borrower's properties, books or records are in
the possession of a third party, the Borrower authorizes that third party to
permit the Bank or its agents to have access to perform inspections or audits
and to respond to the Bank's requests for information concerning such
properties, books and records.

6.7 COMPLIANCE WITH LAWS.  To comply with the laws (including any fictitious
name statute), regulations, and orders of any government body with authority
over the Borrower's business.

6.8 PRESERVATION OF RIGHTS.  To maintain and preserve all rights, privileges,
and franchises the Borrower now has.

6.9 MAINTENANCE OF PROPERTIES.  To make any repairs, renewals, or replacements
to keep the Borrower's properties in good working condition.

6.10 COOPERATION.  To take any action requested by the Bank to carry out the
     intent of this Agreement.

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6.11 GENERAL BUSINESS INSURANCE.  To maintain insurance as is usual for the
     business it is in.

6.12 ADDITIONAL NEGATIVE COVENANTS.  Not to, without the Bank's written consent:

(a)  engage in any business activities substantially different from the
     Borrower's present business.

(b)  liquidate or dissolve the Borrower's business.

(c)  enter into any consolidation, merger, pool, joint venture, syndicate, or
     other combination.

(d)  lease, or dispose of all or a substantial part of the Borrower's business
     or the Borrower's assets.

6.13 ERISA PLANS.  To give prompt written notice to the Bank of:

(a)  The occurrence of any reportable event under Section 4043(b) of ERISA for
     which the PBGC requires 30 day notice.

(b)  Any action by the Borrower to terminate or withdraw from a Plan or the
     filing of any notice of intent to terminate under Section 4041 of ERISA.

(c)  Any notice of noncompliance made with respect to a Plan under Section 4041
     (b) of ERISA.

(d)  The commencement of any proceeding with respect to a Plan under Section
     4042 of ERISA.

7.   HAZARDOUS WASTE INDEMNIFICATION

The Borrower will indemnify and hold harmless the Bank from any loss or 
liability directly or indirectly arising out of the use, generation, 
manufacture, production, storage, release, threatened release, discharge, 
disposal or presence of a hazardous substance.  This indemnity will apply 
whether the hazardous substance is on, under or about the Borrower's property 
or operations or property leased to the Borrower.  The indemnity includes but 
is not limited to attorneys' fees (including the reasonable estimate of the 
allocated cost of in-house counsel and staff).  The indemnity extends to the 
Bank, its parent, subsidiaries and all of their directors, officers, 
employees, agents, successors, attorneys and assigns.  For these purposes, 
the term "hazardous substances" means any substance which is or becomes 
designated as "hazardous" or "toxic" under any federal, state or local law.  
This indemnity will survive repayment of the Borrower's obligations to the 
Bank.

8.   DEFAULT

If any of the following events occur, the Bank may do one or more of the
following: declare the Borrower in default, stop making any additional credit
available to the Borrower, and require the Borrower to repay its entire debt
immediately and without prior notice.  If an event of default occurs under the
paragraph entitled "Bankruptcy," below, with respect to the Borrower, then the
entire debt outstanding under this Agreement will automatically be due
immediately.

8.1  FAILURE TO PAY.  The Borrower fails to make a payment under this Agreement
     when due.

8.2  FALSE INFORMATION.  The Borrower (or any guarantor) has given the Bank
false or misleading information or representations.

8.3  BANKRUPTCY.  The Borrower (or any guarantor) files a bankruptcy petition, a
bankruptcy petition is filed against the Borrower (or any guarantor), or the
Borrower (or any guarantor) makes a general assignment for the benefit of
creditors.

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8.4  RECEIVERS.  A receiver or similar official is appointed for the Borrower's
(or any guarantor's) business, or the business is terminated.

8.5  LAWSUITS.  Any lawsuit or lawsuits are filed on behalf of one or more trade
creditors against the Borrower in an aggregate amount of Two Hundred Fifty
Thousand Dollars ($250,000) or more in excess of any insurance coverage.

8.6  JUDGMENTS.  Any judgments or arbitration awards are entered against the
Borrower, or the Borrower enters into any settlement agreements with respect to
any litigation or arbitration, in an aggregate amount of Two Hundred Fifty
Thousand Dollars ($250,000) or more in excess of any insurance coverage.

8.7  GOVERNMENT ACTION.  Any government authority takes action that the Bank
believes materially adversely affects the Borrower's (or any guarantor's)
financial condition or ability to repay.

8.8  MATERIAL ADVERSE CHANGE.  A material adverse change occurs in the 
Borrower's (or any guarantor's) financial condition, properties or prospects, or
ability to repay the loan.

8.9  CROSS-DEFAULT.  Any default occurs under any agreement in connection with
any credit the Borrower (or any guarantor) has obtained from anyone else or
which the Borrower (or any guarantor) has guaranteed and which, only in the case
of any guarantor, has resulted in the acceleration of the maturity of
indebtedness in an aggregate principal amount exceeding Twenty-Five Million
Dollars ($25,000,000), or arises from such guarantor in failure to pay when due
any principal of or premium or interest on any indebtedness in excess of Twenty-
Five Million Dollars ($25,000,000).

8.10 DEFAULT UNDER RELATED DOCUMENTS.  The Supply Agreement or any guaranty or
other document required by this Agreement is violated or no longer in effect.

8.11 OTHER BANK AGREEMENTS.  The Borrower (or any guarantor) fails to meet the
conditions of, or fails to perform any obligation under any other agreement the
Borrower (or any guarantor) has with the Bank or any affiliate of the Bank, 
including without limitation the Revolving Credit Agreement dated as of November
1, 1985 between Mobil Corporation and the Bank as amended and in effect on 
January 1, 1996 without regard to any termination of such agreement.

8.12 ERISA Plans.  The occurrence of any one or more of the following events
with respect to the Borrower, provided such event or events could reasonably be
expected, in the judgment of the Bank, to subject the Borrower to any tax,
penalty or liability (or any combination of the foregoing) which, in the
aggregate, could have a material adverse effect on the financial condition of
the Borrower with respect to a Plan:

(a)  A reportable event shall occur with respect to a Plan which is, in the
     reasonable judgment of the Bank likely to result in the termination of such
     Plan for purposes of Title IV of ERISA.

(b)  Any Plan termination (or commencement of proceedings to terminate a Plan)
     or the Borrower's full or partial withdrawal from a Plan.

8.13 OTHER BREACH UNDER AGREEMENT.  The Borrower fails to meet the conditions
of, or fails to perform any obligation under, any term of this Agreement not
specifically referred to in this Article.

9.   ENFORCING THIS AGREEMENT; MISCELLANEOUS

9.1  GAAP.  Except as otherwise stated in this Agreement, all financial
information provided to the Bank and all 

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financial covenants will be made under generally accepted accounting 
principles, consistently applied.

9.2  CALIFORNIA LAW.  This Agreement is governed by California law.

9.3  SUCCESSORS AND ASSIGNS.  This Agreement is binding on the Borrower's and
the Bank's successors and assignees.  The Borrower agrees that it may not assign
this Agreement without the Bank's prior consent.  The Bank may sell
participations in or assign this loan, and may exchange financial information
about the Borrower with actual or potential participants or assignees; provided
that such actual or potential participants or assignees shall agree to treat all
financial information exchanged as confidential.  If a participation is sold or
the loan is assigned, the purchaser will have the right of set-off against the
Borrower.

9.4  ARBITRATION.

(a)  This paragraph concerns the resolution of any controversies or claims
     between the Borrower and the Bank, including but not limited to those that
     arise from:

     (i)   This Agreement (including any renewals, extensions or modifications
           of this Agreement);

     (ii)  Any document, agreement or procedure related to or delivered in
           connection with this Agreement;

     (iii) Any violation of this Agreement; or

     (iv)  Any claims for damages resulting from any business conducted between
           the Borrower and the Bank, including claims for injury to persons,
           property or business interests (torts).

(b)  At the request of the Borrower or the Bank, any such controversies or
     claims will be settled by arbitration in accordance with the United States
     Arbitration Act.  The United States Arbitration Act will apply even though
     this Agreement provides that it is governed by California law.

(c)  Arbitration proceedings will be administered by the American Arbitration
     Association and will be subject to its commercial rules of arbitration.

(d)  For purposes of the application of the statute of limitations, the filing
     of an arbitration pursuant to this paragraph is the equivalent of the
     filing of a lawsuit, and any claim or controversy which may be arbitrated
     under this paragraph is subject to any applicable statute of limitations. 
     The arbitrators will have the authority to decide whether any such claim or
     controversy is barred by the statute of limitations and, if so, to dismiss
     the arbitration on that basis.

(e)  If there is a dispute as to whether an issue is arbitrable, the arbitrators
     will have the authority to resolve any such dispute.

(f)  The decision that results from an arbitration proceeding may be submitted
     to any authorized court of law to be confirmed and enforced.

(g)  The procedure described above will not apply if the controversy or claim,
     at the time of the proposed submission to arbitration, arises from or
     relates to an obligation to the Bank secured by real property located in
     California.  In this case, both the Borrower and the Bank must consent to
     submission of the claim or controversy to arbitration.  If both parties do
     not consent to arbitration, the controversy or claim will be settled as
     follows:

     (i)   The Borrower and the Bank will designate a referee (or a panel of
           referees) selected under the 

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           auspices of the American Arbitration Association in the same manner 
           as arbitrators are selected in Association-sponsored proceedings;

     (ii)  The designated referee (or the panel of referees) will be appointed 
           by a court as provided in California Code of Civil Procedure Section
           638 and the following related sections;

     (iii) The referee (or the presiding referee of the panel) will be an active
           attorney or a retired judge; and

     (iv)  The award that results from the decision of the referee (or the 
           panel) will be entered as a judgment in the court that appointed the
           referee, in accordance with the provisions of California Code of 
           Civil Procedure Sections 644 and 645.

(h)  This provision does not limit the right of the Borrower or the Bank to:

     (i)   exercise self-help remedies such as setoff;

     (ii)  foreclose against or sell any real or personal property collateral; 
           or

     (iii) act in a court of law, before, during or after the arbitration
           proceeding to obtain:

           (A)  an interim remedy; and/or

           (B)  additional or supplementary remedies.

(i)  The pursuit of or a successful action for interim, additional or
     supplementary remedies, or the filing of a court action, does not
     constitute a waiver of the right of the Borrower or the Bank, including the
     suing party, to submit the controversy or claim to arbitration if the other
     party contests the lawsuit.  However, if the controversy or claim arises
     from or relates to an obligation to the Bank which is secured by real
     property located in California at the time of the proposed submission to
     arbitration, this right is limited according to the provision above
     requiring the consent of both the Borrower and the Bank to seek resolution
     through arbitration.

(j)  If the Bank forecloses against any real property securing this Agreement,
     the Bank has the option to exercise the power of sale under the deed of
     trust or mortgage, or to proceed by judicial foreclosure.

9.5  SEVERABILITY; WAIVERS.  If any part of this Agreement is not enforceable,
the rest of the Agreement may be enforced.  The Bank retains all rights, even if
it makes a loan after default.  If the Bank waives a default, it may enforce a
later default.  Any consent or waiver under this Agreement must be in writing.

9.6  ATTORNEY'S' FEES.  The Borrower shall reimburse the Bank for any reasonable
costs and attorneys' fees incurred by the Bank in connection with the
enforcement or preservation of any rights or remedies under this Agreement and
any other documents executed in connection with this Agreement, and including
any amendment, waiver, "workout" or restructuring under this Agreement.  In the
event of a lawsuit or arbitration proceeding, the prevailing party is entitled
to recover costs and reasonable attorneys' fees incurred in connection with the
lawsuit or arbitration proceeding, as determined by the court or arbitrator.  As
used in this paragraph, "attorneys' fees" includes the allocated costs of in-
house counsel.

9.7  ONE AGREEMENT.  This Agreement and any related security or other agreements
required by this Agreement, collectively:

(a)  represent the sum of the understandings and agreements between the Bank and
     the Borrower concerning this credit; and

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<PAGE>

(b)  replace any prior oral or written agreements between the Bank and the
     Borrower concerning this credit; and

(c)  are intended by the Bank and the Borrower as the final, complete and
     exclusive statement of the terms agreed to by them.

In the event of any conflict between this Agreement and any other agreements
required by this Agreement, this Agreement will prevail.

9.8  NOTICES.  All notices required under this Agreement shall be personally
delivered or sent by first class mail, postage prepaid, to the addresses on the
signature page of this Agreement, or to such other addresses as the Bank and the
Borrower may specify from time to time in writing.

9.9  HEADINGS.  Article and paragraph headings are for reference only and shall
not affect the interpretation or meaning of any provisions of this Agreement.

9.10 COUNTERPARTS.  This Agreement may be executed in as many counterparts as
necessary or convenient, and by the different parties on separate counterparts
each of which, when so executed, shall be deemed an original but all such
counterparts shall constitute but one and the same agreement.






This Agreement is executed as of the date stated at the top of the first page.



BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION      GREASE MONKEY INTERNATIONAL, INC.


X /s/ ARTHUR P. CARTER                    X /s/  T. TIMOTHY KERSHISNIK      
 ----------------------------------         --------------------------------- 
BY: Arthur P. Carter                        BY: T. T. Kershisnik              
TITLE: Vice President                       TITLE: Controller, Treasurer and 
                                                     Secretary



                                            X 
                                             -------------------------------- 
                                             BY:                              
                                             TITLE:                           


ADDRESS WHERE NOTICES TO THE BANK            ADDRESS WHERE NOTICES TO THE 
ARE TO BE SENT:                              BORROWER ARE TO BE SENT:

3233 Park Center Drive, 2nd Floor            216 16th Street, Suite 1100 
Costa Mesa, California 92626                 Denver, CO 80202 


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