THIS IS A CONFIDENTIAL DOCUMENT









                        GREASE MONKEY INTERNATIONAL, INC.

                           MASTER FRANCHISE AGREEMENT

                                     FOR THE

                               REPUBLIC OF MEXICO























                                                     Country: Republic of Mexico
                                         Master Franchisee: Unilub, S.A. de C.V.




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                        GREASE MONKEY INTERNATIONAL, INC.
                           MASTER FRANCHISE AGREEMENT
                                TABLE OF CONTENTS

                                                                     Page Number


I.  PURPOSE..................................................................  5


2.  GRANT OF LICENSE.........................................................  2
           2.1.  Grant of Master License
           2.2.  Scope of Franchise Operations
           2.3.  Franchise Agreements
           2.4.  Disclosure Information--Registration........................  3


3.  FEES PAID TO FRANCHISOR..................................................  3
           3.1.  Continuing Fees in General
           3.2.  Continuing Initial Franchise Fees...........................  3
           3.3.  Continuing Royalty Fees.....................................  3
           3.4.  Levies and Taxes............................................  3
           3.5.  Manner of Payment
           3.5.  Manner of Payment


4.  FRANCHISOR'S OBLIGATIONS.................................................  4
           4.1.  Franchisor's Duties


5.  MASTER LICENSEE'S COVENANTS..............................................  6
           5.1.  Development of Licensed Area................................  6
           5.2.  Development Schedule........................................  6
           5.3.  Master License Office
           5.4.  Initial Training Program....................................  6
           5.5.  Compliance with Master Licensee's Operations Manual.........  7
           5.6.  Protection and Promotion of Marks and Licensed Methods......  7
           5.7.  Compliance with Laws........................................  8
           5.8.  Payment of Taxes and Other Obligations......................  8
           5.9.  Support Services
           5.10. Control of Franchisees
           5.11. Attendance at the Franchisor's Conferences
           5.12. Written Materials........................................... 10
           5.13. Organization of Master Licensee.
           5.14. Authurization.


6.  TRADE AND INDUSTRIAL SECRETS............................................. 11

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           6.1.  Trade and Industrial Secrets................................ 11
           6.2.  Use and Limitation on Use................................... 11
           6.3.  Franchisor's Rights to New Ideas............................ 11
           6.4.  Updated Information


7.  REPRESENTATIONS OF MASTER LICENSEE....................................... 12
           7.1.  Representations of Master Licensee


8.  ADVERTISING.............................................................. 13
           8.1.  Standards.
           8.2.  Master Licensee's Advertising Account....................... 13


9.  LICENSED METHODS STANDARDS............................................... 13
           9.1.  Licensed Methods Standards
           9.2.  Incorporation of Licensed Methods Standards
           9.3.  Restriction on Services and Products........................ 14
           9.4.  Instuction Rights


10.  MARKS AND PROPRIETARY RIGHTS............................................ 14
           10.1.  Ownership and Goodwill of Marks............................ 14
           10.2.  Trade Secrets
           10.3.  No Other Mark.............................................. 15
           10.4.  Cessation of Use at Termination............................ 15
           10.5.  Protection of the Marks.................................... 15
           10.6.  Master Licensee's Trade Name............................... 16
           10.7.  Change of Marks............................................ 16
           10.8.  Registration in Licensed Area.............................. 16


11.  REPORTS AND RECORDS..................................................... 16
           11.1.  Periodic Reports
           11.2.  Annual Reports............................................. 16
           11.3.  Maintenance of Records
           11.4.  Inspection and Audit


12.  ASSIGNMENT OF RIGHTS.................................................... 17
           12.1.  Assignment by Master Licensee.............................. 17
           12.2.  Franchisor's Approval of Transfer.......................... 18
           12.3.  Right of First Refusal..................................... 19
           12.4.  Types of Assignment........................................ 19
           12.5.  Assignment by Franchisor................................... 20


13.  TERM AND EXPIRATION..................................................... 20

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           13.1.  Term....................................................... 20
           13.2.  Rights On Expiration....................................... 20
           13.3.  Exercise of Option for Successor Franchise................. 20
           13.4.  Conditions of Refusal...................................... 20


14.  DEFAULT AND TERMINATION................................................. 20
           14.1.  Termination by Master Licensee............................. 20
           14.2.  Termination by Franchisor.................................. 21
           14.3.  Post-Termination Obligations of Master Licensee............ 21


15.  RELATIONSHIP OF THE PARTIES/INDEMNIFICATION............................. 22
           15.1.  Independent Businesspersons
           15.2.  Indemnification


16.  RESTRICTIVE COVENANTS................................................... 23
           16.1.  Non-Competition During Term................................ 23
           16.2.  Post-Termination Covenant Not to Compete................... 23
           16.3.  No Interference
           16.4.  Confidentiality of Proprietary Information................. 24
           16.5.  Nondisclosure and Noncompetition Agreement................. 24


17.  INSURANCE............................................................... 24
           17.1.  Insurance Coverage
           17.2.  Proof of Insurance


18.  ENFORCEMENT............................................................. 24
           18.2.  GOVERNING LAW.............................................. 25
           18.3.  CONSENT TO JURISDICTION.................................... 25
           18.4.  INJUNCTIVE RELIEF.......................................... 25


19.  MISCELLANEOUS PROVISIONS................................................ 26
           19.1.  Modification
           19.2.  Delegation................................................. 26
           19.3.  Entire Agreement
           19.4.  No Right to Set-Off........................................ 26
           19.5.  Fees and Costs
           19.6.  Severability............................................... 26
           19.7.  Notices
           19.8.  Excuse of Performance
           19.9.  Approval Within Licensed Area.............................. 27
           19.11. Applicable Law............................................. 27
           19.12. Translation of Agreement................................... 27

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                                    EXHIBITS


A        Addendum to Master Franchise Agreement
B        Mark Registrations in the Master Franchise Area
C        Nondisclosure and Noncompetition Agreement
D        Limited Guarantee of Master Franchisee's Obligations































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                         THIS IS A CONFIDENTIAL DOCUMENT

                        GREASE MONKEY INTERNATIONAL, INC.
                           MASTER FRANCHISE AGREEMENT


     THIS AGREEMENT (the  "Agreement") is made to be effective as of the 1st day
of August,  1998, by and between GREASE MONKEY  INTERNATIONAL,  INC., a Colorado
corporation,  with its  principal  place of business  located at 216 16th Street
Mall, Suite 1100, Denver,  Colorado 80202 (the "Franchisor") and UNILUB, S.A. de
C.V., a Mexican  corporation  duly  incorporated  and validly existing under the
laws of the Republic of Mexico,  with its principal place of business located at
Humberto Lobo No. 770,  Colonia del Valle,  San Pedro Garza Garcia,  Nuevo Leon,
66220  Mexico  (the  "Master  Franchisee")  who,  on the  basis  of  the  mutual
covenants, promises and agreements contained herein, agree as follows:

                                   I. PURPOSE

     1.1. The Franchisor has developed a system for  establishing  and operating
fast  service  automotive   lubrication  centers  ("GREASE  MONKEY  Centers"  or
"Centers")  associated  with the service  mark "GREASE  MONKEY" and design,  and
other trademarks,  service marks, logos and identifying  features,  described in
the  attached  Exhibit B  ("Marks")  and the  Franchisor's  distinctive  methods
("Master  Franchise  Methods")  for  establishing  and  operating  GREASE MONKEY
Centers.

     1.2. The Franchisor grants the right to qualified  individuals and entities
to  develop  and  operate  a single  GREASE  MONKEY  Center  under the Marks and
utilizing  the  Master  Franchise  Methods  pursuant  to  franchise   agreements
("Franchise  Agreements").  The  Franchisor  also grants the right to  qualified
individuals  and  entities  to develop  and  operate a certain  number of GREASE
MONKEY Centers within an exclusive  territory  under the Marks and utilizing the
Master Franchise Methods pursuant to exclusive territory development agreements.
The  individuals and entities that operate a single GREASE MONKEY Center and the
individuals  and entities that are licensed to develop and operate more than one
GREASE MONKEY Center in an exclusive territory shall collectively be referred to
herein as "Franchisees."

     1.3.  The Master  Franchisee  shall have the  exclusive  rights to operate,
develop and assist the  Franchisor in the capacity of Master  Franchisee  within
the Republic of Mexico ("Master  Franchise Area") to operate a business ("Master
Franchisee's Business"),  and to develop, support and provide services to GREASE
MONKEY  centers  within the Master  Franchise  Area in  accordance  with Mexican
applicable law; Articles 142, 143 and 148 of the Mexican  Intellectual  Property
Law ("Ley Para el Fomento y Proteccion de la Propiedad Intelectual") and Article

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65 of its Reglament ("Reglamento de la Ley de la Propriedad  Intelectual"),  and
the terms  and  conditions  which are  contained  in this  Agreement;  provided,
however,  that  nothing  in this  paragraph  1.3 shall  impair  the  ability  of
Franchisees of Franchisor to operate  consistent with a Grease Monkey  Franchise
Agreement executed prior to the effective date of this Agreement.

     1.4. The  Franchisor is willing to grant the exclusive  right to the Master
Franchisee to serve as its Master  Franchisee  through the operation of a Master
Franchisee's  Business  within  the  Master  Franchise  Area,  under  terms  and
conditions which are contained in this Agreement.

                               2. GRANT OF LICENSE

     2.1.  Grant  of  Master  License.  The  Franchisor  grants  to  the  Master
Franchisee, and the Master Franchisee accepts from the Franchisor, the exclusive
right to use the Marks and the  Master  Franchise  Methods  in  connection  with
operating the Master  Franchisee's  Business  within the Master  Franchise Area;
provided,  however,  that nothing in this paragraph 2.1 shall impair the ability
of  Franchisees  of  Franchisor  to  operate  consistent  with a  Grease  Monkey
Franchise Agreement executed prior to the effective date of this Agreement.  The
rights that are granted to the Master  Franchisee  are for the  specific  Master
Franchise  Area and cannot be  transferred  from or used  outside of such Master
Franchise  Area, nor may the boundaries of the Master  Franchise Area be altered
or modified,  without the prior written  approval of the Franchisor.  The Master
Franchisee  acknowledges  that  its  continued  rights  to  operate  the  Master
Franchisee's  Business in the Master  Franchise  Area is dependent on the Master
Franchisee's  continued  compliance  with  all  terms  and  conditions  of  this
Agreement,  including without limitation the Master Franchisee's obligations and
deadlines  imposed by the  Development  Schedule  defined in Section 5.2 of this
Agreement and set forth on Exhibit A.

     2.2. Scope of Franchise  Operations.  The Master  Franchisee  agrees at all
times to  faithfully,  honestly and diligently  perform the Master  Franchisee's
obligations  hereunder,  and to  continuously  exert best  efforts  to  maximize
general  public  recognition  and acceptance of the Marks for the benefit of all
GREASE MONKEY  Centers  ("System") and to promote the GREASE MONKEY System among
current and potential  Franchisees.  The Master Franchisee agrees to utilize the
Marks and Master Franchise Methods to operate the Master  Franchisee's  Business
in accordance with the methods and systems developed and prescribed from time to
time by the Franchisor,  in its sole discretion,  all of which are a part of the
Master Franchise  Methods.  The Master  Franchisee's  Business  operations shall
offer only the  instruction,  products  and  services  as the  Franchisor  shall
designate or approve to ensure uniformity of presentation to maintain the GREASE
MONKEY image,  which include names,  Marks,  uniform product  ranges,  specified
designs and color schemes for the business premises,  signs,  layouts,  fixtures
and fittings,  written materials,  uniforms and identification  tags. The Master
Franchisee shall implement any additions or changes to the instruction, products
and services offered or provided by the Master  Franchisee's  Business as may be
reasonably required by the Franchisor. 


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     2.3.  Franchise  Agreements.  The Master Franchisee shall have the right to
develop and open new franchises and/or submit potential local Franchisees within
the Master  Franchise  Area with the prior  written  approval  of all  potential
Franchisees  and  sites  by the  Franchisor,  which  shall  not be  unreasonably
withheld.  The Master  Franchisee  and the  Franchisor  shall  develop  for each
calendar quarter a Quarterly  Development Program for the Master Franchise Area.
The Master  Franchisee  shall follow the Quarterly  Development  Program without
further  approval  by  the  Franchisor  of  sites  or  Franchisees.  The  Master
Franchisee shall execute a separate GREASE MONKEY Franchise  Agreement with each
local  franchisee,  which Grease Monkey Franchise  Agreement shall  specifically
provide that the  Franchisor  is a third party  beneficiary.  The GREASE  MONKEY
Franchise  Agreements  executed with  Franchisees  in the Master  Franchise Area
shall conform with the standards for a qualified  franchisee of the  Franchisor,
including  but not  limited  to  protection  of Marks  and  Franchised  Methods,
training programs,  development and protection of intellectual property,  Master
Franchisee's  Operations  Manuals,  compliance  with laws and  regulations,  and
services to be rendered.

     2.4.  Disclosure  Information--Registration.  The Master  Franchisee  shall
comply  with and abide by all  disclosure  requirements  as the  Franchisor  may
require  from time to time with respect to promoting  GREASE  MONKEY  Centers to
potential Franchisees.

                           3. FEES PAID TO FRANCHISOR

     3.1. Continuing Fees in General. The Master Franchisee acknowledges that in
developing the Master Franchise  Methods,  the Franchisor has made and continues
to make substantial  investments of time, capital,  and technical and commercial
research.  In  consideration  of the  license of the Master  Franchise  Methods,
Marks,  confidential  information  and  trade  secrets  to be  provided  by  the
Franchisor,  the Master  Franchisee  shall pay to the  Franchisor the Continuing
Initial  Franchise  Fees and the  Continuing  Royalty  Fees as described in this
Article 3.

     3.2.  Continuing Initial Franchise Fees. While this Agreement is in effect,
the Master  Franchisee  shall pay the Franchisor  each month, by the 20th day of
the month,  20% of the gross  initial  franchise  fee receipts  collected by the
Master Franchisee from Franchisees in the Master Franchise Area, which fees were
received  between and including the 11th day of the preceding month and the 10th
day of the then current month ("Continuing  Initial Franchise Fees"). While this
Agreement is in effect,  the Master  Franchisee shall keep 80% of the Continuing
Initial Franchise Fees.

     3.3. Continuing Royalty Fees. While this Agreement is in effect, the Master
Franchisee  shall pay the Franchisor  each month,  by the 20th day of the month,
20% of the gross royalty fee receipts  collected by the Master  Franchisee  from
Franchisees in the Master  Franchise Area,  which fees were received between and

                                        3

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including  the  11th  day of the  preceding  month  and the 10th day of the then
current month ("Continuing Royalty Fees"). The term "gross royalty fee receipts"
as used in this  Section  3.3 shall  equal the gross  payments  received  by the
Master Franchisee as "Royalties," which term shall be defined by each respective
Franchise Agreement for Centers located in the Master Franchise Area. While this
Agreement is in effect,  the Master  Franchisee shall keep 80% of the Continuing
Royalty Fees.

     3.4.  Levies and  Taxes.  All  payments  by the  Master  Franchisee  to the
Franchisor shall be made without any deduction for any taxes, except that Master
Franchisee shall deduct and pay to the appropriate  taxing authority,  on behalf
of the  Franchisor,  any  amount  which the Master  Franchisee  is  required  to
withhold  under any laws in the Master  Franchise  Area on payments  made by the
Master Franchisee to the Franchisor. The Master Franchisee shall transmit to the
Franchisor  official  receipts for payment of all taxes withheld.  If the Master
Franchisee  fails  to  withhold  or pay  such  taxes,  it  shall  indemnify  the
Franchisor  for the full  amount  of such  taxes  and for any loss or  liability
occasioned  by the Master  Franchisee's  failure to withhold as required by law,
including, but not limited to, any penalties,  interest and expenses incurred by
the Franchisor.  All other taxes imposed on payments by the Master Franchisee to
the Franchisor that may be imposed now or in the future under laws of the Master
Franchise Area or any taxing authority therein shall be the Master  Franchisee's
sole  responsibility,  and the Master  Franchisee  shall  transmit such taxes to
appropriate  fiscal  authorities.   Such  taxes  shall  not  affect  the  Master
Franchisee's  obligation  to make payments to the  Franchisor as required  under
this Agreement.

     3.5. Manner of Payment.  Unless otherwise  agreed in writing,  all payments
made by the local Franchisees, including but not limited to royalty payments and
franchise  fees,  shall  be  paid  in  Mexican  Pesos  directly  to  the  Master
Franchisee.  Unless  otherwise  instructed,  all payments made to the Franchisor
hereunder  shall be paid in Mexican  Pesos to  Franchisor's  Mexican  affiliate,
Grease Monkey de Mexico,  S.A. de C.V. The  Franchisor  may designate and change
payment  instructions  at any time with at least fifteen (15) days prior written
notice  to  the  Master  Franchisee.  The  Master  Franchisee  shall  be  solely
responsible for the payment of any costs and charges incurred in connection with
the transfer and  exchange of currency  over and above any fees paid  hereunder.
The Master  Franchisee  shall comply with all Mexican tax laws and  regulations,
and withhold such taxes and tariffs as may be imposed, from time to time, by any
governmental  authority within the Master Franchise Area. The Master  Franchisee
shall provide an accounting or other  documentation of any such withheld amounts
and payments made  therefrom,  in a form as may be reasonably  acceptable to the
Franchisor.

     3.6. Past Due Royalties and Franchise Fees. The Master Franchisee shall, at
no  cost  to  the  Franchisor,  use  its  best  efforts  through  extra-judicial
proceedings  to collect any and all royalties and franchise fees past due on the
effective  date  of  this  Agreement.  In  the  event  the  Master  Franchisee's
extra-judicial  efforts  are  unsuccessful,  the  Franchisor  may,  in its  sole
discretion,  elect to pursue judicial proceedings, the attorneys' fees and other
costs associated with which shall be borne by the Franchisor.

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                           4. FRANCHISOR'S OBLIGATIONS

     4.1.  Franchisor's  Duties. The duties to be performed by the Franchisor in
connection with the Master Franchisee's Business will include the following:

          a. The Franchisor will provide an initial  training program in Denver,
     Colorado U.S.A., or other training  facility  designated by the Franchisor,
     for  the  Master  Franchisee  or,  if  the  Master  Franchisee  is  not  an
     individual,  the  person  designated  by the  Master  Franchisee  to assume
     primary  responsibility  for  the  management  of the  Master  Franchisee's
     Business  ("Manager").  No fee shall be charged by the  Franchisor  for the
     Master  Franchisee or its Manager to attend the initial  training  program.
     The  Master  Franchisee  will be  responsible  for all  travel  and  living
     expenses related to attendance at the training  program.  The training will
     last for at least five days.  Successful completion of the initial training
     program  shall  be  evidenced  by the  Master  Franchisee  or  its  Manager
     receiving a certificate  of training  completion.  At least one  individual
     must  successfully  complete  the  initial  training  program  prior to the
     commencement  of  operations  of  the  Master  Franchisee's  Business.  The
     Franchisor  reserves  the right to waive a portion of the initial  training
     program  or  alter  the  training  schedule,  if in the  Franchisor's  sole
     discretion,  the Master  Franchisee  or its Manager have  sufficient  prior
     experience or training.

          b. The Franchisor will provide advice regarding the development of the
     Master Franchisee's Business.

          c. The Franchisor will provide input, in the form of advice,  studies,
     data or written  materials,  to assist the Master Franchisee in compiling a
     marketing plan for its first year of operation.

          d. The  Franchisor  will  provide  newsletters,  ad  slicks  and other
     advertising  materials,  as  they  may be  available  from  time  to  time;
     provided,  however,  that they  shall be in the  English  language  and the
     Master  Franchisee will be required to have them accurately  translated for
     use in the Master Franchise Area at the Master Franchisee's own expense.

          e. The Franchisor will make available, in the English language, one or
     more manuals,  technical  bulletins or other written materials covering the
     proper operating and marketing techniques of a GREASE MONKEY Center as well
     as standards  and  specifications  for  implementing  the Master  Franchise
     Methods,  and  manuals  or other  written  materials  covering  the  Master
     Franchisee's Business operations, which may include advertising, marketing,
     franchise promotion,  franchisee selection,  franchisee support,  budgeting



                                        5

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     and forecasting,  systems and controls, management of the advertising fund,
     development schedule issues,  public relations and related business systems
     and methods.  The manuals and other written  information  described  herein
     shall  collectively be referred to as the "Master  Franchisee's  Operations
     Manual." The Master Franchisee understands that the Franchisor shall accept
     no  responsibility  for insuring  that the Master  Franchisee's  Operations
     Manual, and any information  contained therein apply or are consistent with
     the laws,  regulations and customs  prevailing  within the Master Franchise
     Area. The Franchisor  reserves the right to revise the Master  Franchisee's
     Operations  Manual  from  time to  time as it  deems  necessary  to  update
     operating and marketing techniques or standards and specifications.

          f. The  Franchisor  will make  available to the Master  Franchisee the
     standard form of Franchise  Agreement within 90 days after the execution of
     this   Agreement,   for  use  as  a  reference  in  performing  the  Master
     Franchisee's  Business operations  licensed hereunder.  The Franchisor will
     also  provide  to the  Master  Franchisee  a  summary  of the terms of each
     Franchise Agreement in existence and operating in the Master Franchise Area
     during  the  term  of this  Agreement,  for use in  performing  the  Master
     Franchisee's Business operations licensed hereunder.

                        5. MASTER FRANCHISEE'S COVENANTS

     5.1.  Development of Master  Franchise  Area. The Master  Franchisee  shall
promote  licenses or franchises to potential  Franchisees to develop and operate
GREASE MONKEY Centers in the Master  Franchise Area in a manner  consistent with
the standards and  specifications  as may be established by the Franchisor  from
time to time and in compliance with any applicable laws and regulations directly
or  indirectly  affecting  or  relating  to the  offer and sale of  licenses  or
franchises in the Master Franchise Area. The Master  Franchisee shall uphold the
Franchisor's  qualification  standards in  soliciting,  screening  and promoting
licenses or franchises to potential Franchisees.  Each party shall be solely and
fully  responsible  for  insuring   compliance  with  all  applicable  laws  and
regulations by their own employees,  agents and/or other  representatives  under
their control.

     5.2.  Development  Schedule.  The Master  Franchisee agrees that during the
term of this Agreement,  the Master Franchisee will meet and maintain the levels
specified in each calendar quarter's quarterly  development schedule ("Quarterly
Development Schedule") set forth in Exhibit A to this Agreement, which Quarterly
Development  Schedule specifies the minimum dollar amount of Gross Receipts,  as
defined below,  that must be realized  collectively by the GREASE MONKEY Centers
located in the Master  Franchise Area. The term "Gross  Receipts" shall mean and
include the aggregate  amount  received from all sales of services,  products or
merchandise of every kind or nature, performed or sold from, at or in connection
with the operation of the GREASE MONKEY  Centers or arising out of the operation

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or  conduct of the  GREASE  MONKEY  Centers,  whether  for cash or  credit,  but
excluding (i) the amount of the discount  given off the regular  retail price of
such  services  or  products  in  connection  with the use of  coupons  or other
discount  promotions,  and (ii) any sales or services charges or taxes collected
from customers and paid to the appropriate taxing authority.  The Franchisor and
the Master  Franchisee  must agree to an ongoing  development  schedule  for any
renewal of this Agreement as set forth in Article 13 of this Agreement.

     5.3. Master License Office.  The Master  Franchisee agrees to obtain and at
all times during the term of this Agreement  maintain  office  facilities in the
Master Franchise Area for operation of the Master Franchisee's Business ("Master
Office").  The  Franchisor  shall  approve  the Master  Office  location  by its
designation  in Exhibit A to this  Agreement  or by later  executing  a Rider to
Exhibit  A if the  Master  Office  location  is not  chosen  as of the  date  of
execution of this Agreement.  The Master Office shall have a dedicated telephone
line which shall be answered in the name of GREASE MONKEY and shall otherwise be
equipped and furnished and have signage in a manner  consistent with the System,
image and minimum standards of the Franchisor.

     5.4.  Initial  Training  Program.  The Master  Franchisee  agrees  that its
responsibilities  to  Franchisees  in the  Master  Franchise  Area  include  the
provision of an initial GREASE MONKEY training program for each  Franchisee,  to
be conducted at the Master Office, for two individuals  representing each GREASE
MONKEY Franchisee.

     5.5.  Compliance with Master  Franchisee's  Operations  Manual.  The Master
Franchisee shall use the Marks and Master Franchise Methods only as specified in
the Master Franchisee's  Operations Manual. The Master Franchisee agrees that it
shall  comply with the Master  Franchisee's  Operations  Manual as an  essential
aspect of its  obligations  under this  Agreement  and failure to  substantially
comply with the Master Franchisee's Operations Manual may be considered a breach
of this  Agreement.  The  Master  Franchisee's  Operations  Manual  is the  sole
property  of the  Franchisor  and shall be used by the  Master  Franchisee  only
during the term of this  Agreement and in strict  accordance  with the terms and
conditions hereof, except as the same may be revised or waived in writing by the
Franchisor in order to comply or be  consistent  with the laws,  regulations  or
custom  prevailing in the Master Franchise Area. The Master Franchisee shall not
duplicate the Master Franchisee's  Operations Manual or disclose its contents to
persons other than the Franchisees in the Master Franchise Area, or employees or
officers  who  have  signed  a  Nondisclosure   and   Noncompetition   Agreement
substantially  similar to that  attached  as  Exhibit C hereto and  incorporated
herein  by  reference,  and  only to the  extent  that  the  disclosure  of said
information  is  required  under  this  Agreement  and the  Master  Franchisee's
Operations  Manual for the operation of the Master  Franchisee's  Business.  The
Master Franchisee shall return the Master Franchisee's  Operations Manual to the
Franchisor on the expiration, termination or assignment of this Agreement.



                                        7

<PAGE>


     5.6.  Protection and Promotion of Marks and Master Franchise  Methods.  The
Master Franchisee shall operate the Master  Franchisee's  Business in accordance
with the Master Franchise  Methods standards set by the Franchisor and in such a
manner as not to detract from or adversely reflect on the name and reputation of
the  Franchisor  and the  goodwill  associated  with the GREASE  MONKEY name and
Marks. The Franchisor and the Master  Franchisee shall comply with Articles 142,
143 and 148 of the  Mexican  Intellectual  Property  Law ("Ley Para el Fomento y
Proteccion  de la  Propiedad  Intelectual")  and  Article  65 of  its  Reglament
("Reglamento  de la Ley de la Propriedad  Intelectual").  The  Franchisor  shall
register and record this Agreement before the Mexican  Institute of Intellectual
Property ("Instituto Mexicano de la Propiedad  Industrial") to enable the Master
Franchisee to protect and defend the Marks and Franchised  Methods against third
parties within the Master  Franchise  Area. The Franchisor  shall deliver to the
Master  Franchisee a copy of this Agreement duly  registered  before the Mexican
Institute  of  Intellectual  Property.  The Master  Franchisee  shall make every
effort to  protect,  maintain  and  promote  the Marks and the Master  Franchise
Methods,  and to prevent  imitations and  infringements  on the Marks and Master
Franchise Methods, within the Master Franchise Area. The Master Franchisee shall
promptly  notify  Franchisor in writing of any possible  infringement or illegal
use by others of a trademark  the same as or similar to the Marks which may come
to its attention.  The Master Franchisee acknowledges that Franchisor shall have
the right to determine  whether  action will be taken on account of any possible
infringement  or illegal use. If  Franchisor  shall  determine  that such action
shall be taken,  Master  Franchisee  shall  commence or prosecute such action in
Master Franchisee's own name and Franchisor may join as a party to the action if
Franchisor determines it to be reasonably necessary for the continued protection
and quality control of the Marks and Master Franchise Methods.  In the event tha
Master  Franchisee  employs the service of an attorney to commence or  prosecute
such  action,  such  attorney  shall be  approved  by  Franchisor  prior to such
employment.  The Master  Franchisee  will not institute any action on account of
any possible  infringement or illegal use without first  obtaining  Franchisor's
prior written consent.  In the event Master Franchisee employs the service of an
attorney to commence or prosecute  such action,  such attorney shall be approved
by Franchisor prior to such employment.

     5.7.  Compliance with Laws. The Master  Franchisee shall conduct itself and
operate the Master Franchisee's  Business in compliance with all applicable laws
and ordinances in the Master Franchise Area. In connection therewith, the Master
Franchisee  shall be solely and fully  responsible for obtaining and maintaining
any and all government permits, registrations,  licenses or similar approvals to
carry on the Master Franchisee's Business.

     5.8. Payment of Taxes and Other  Obligations.  The Master  Franchisee shall
promptly  pay when due all taxes  and  other  obligations  incurred  with  third
parties in the operation of the Master Franchisee's Business, including, without
limitation,  value-added,   import/export,   national  insurance  contributions,
turnover taxes,  sales and withholding  taxes, and any and all accounts or other
indebtedness  of every kind incurred by the Master  Franchisee in the conduct of

                                        8

<PAGE>


the Master Franchisee's  Business. In the event of a bona fide dispute as to the
liability for taxes assessed or other indebtedness,  the Master Franchisee shall
follow the procedures of the  appropriate  governmental  authority in the Master
Franchise  Area. The Master  Franchisee  shall comply with all  agreements  with
third parties related to the Master Franchisee's Business.

     5.9.  Support  Services.  The  Master  Franchisee  agrees  to  perform  its
obligations  to serve and act as the  Master  Franchisee  of the  Franchisor  in
accordance with the terms and conditions of this Agreement,  and only within the
Master  Franchise  Area,  which  obligations  include,  in addition to all other
obligation  set  forth in this  Agreement,  performing  certain  site  approval,
development and operating  services and  establishing  and  maintaining  certain
supply  services  (collectively,  the  "Support  Services"),  as defined in this
Section below, in accordance with the Franchisor's standards and specifications.
"Support Services" are defined as follows:

          a.  Solicit and identify  prospective  Franchisees  for GREASE  MONKEY
     Centers to be located within the Master Franchise Area;

          b.  Assist with  GREASE  MONKEY  Center  location  selection  for each
     Franchisee,  which shall consist of providing each Franchisee with criteria
     for a  satisfactory  site and approving or  disapproving  of site submittal
     packages  (containing such demographic  commercial and other information as
     the Franchisor and the Master Franchisee may reasonably  require) submitted
     to the  Master  Franchisee  by  Franchisees  for each  location  at which a
     Franchisee  proposes  to  establish  and  operate a GREASE  MONKEY  Center,
     assisting  in  negotiating   lease  terms  and  coordinating  the  work  of
     contractors  and architects  with respect to the development of each GREASE
     MONKEY Center;

          c. Provide  standards and  specifications to Franchisees for the build
     out, interior design,  layout, floor plan, signs, designs,  color and decor
     of the Center as prescribed from time to time by the Franchisor;

          d.  Provide   advice  to   Franchisee   regarding  the  standards  and
     specifications  for the equipment,  supplies and materials used in, and the
     services  offered  for  sale by,  the  Centers  and  advice  regarding  the
     selection of suppliers for the  purchasing of such items used in connection
     with the GREASE MONKEY Centers;

          e. Provide initial  training and on-site  assistance for not less than
     five days in the opening of GREASE MONKEY Centers;



                                        9

<PAGE>


          f.  Provide   guidance  in  implementing   advertising  and  marketing
     programs,  operating and sales  procedures and  bookkeeping  and accounting
     programs;

          g. Upon the reasonable request of Franchisees, provide consultation by
     telephone  regarding the continuing  operation and management of the Center
     and advice  regarding  GREASE MONKEY  services,  product  quality  control,
     employment issues and customer relations issues;

          h. Provide on-going updates of information and programs  regarding the
     GREASE MONKEY  Center  operations  and related  Master  Franchise  Methods,
     including without limitation,  information about special or new services of
     the Franchisor;

          i. Perform on-site inspections of all GREASE MONKEY Centers located in
     the  Master  Franchise  Area at  least  one time per  year,  including  the
     inventory,   equipment,   products,   materials  and  supplies,  to  ensure
     compliance with all standards and specifications set by the Franchisor;

          j.  Collect  all  amounts  due and owing from the  Franchisees  in the
     Master  Franchise  Area to the Franchisor  under the  respective  Franchise
     Agreements  or  any  other   agreement   between  the  Franchisor  and  the
     Franchisees,  and remit to the Franchisor such Continuing Initial Franchise
     Fees,  Continuing  Royalty Fees and other payments as required by the terms
     of this Agreement;

          k. Establish and maintain all necessary  relationships  with suppliers
     located within the Master Franchise Area of equipment,  supplies, materials
     and  other  items  used  in the  operation  of  GREASE  MONKEY  Centers  in
     accordance with the Franchisor's  standards and specifications.  The Master
     Franchisee shall also obtain the Franchisor's prior written approval, which
     approval  shall  not  be  unreasonably  withheld,  of  any  changes  in the
     Franchisor's  standards and specifications for the equipment,  supplies and
     materials  used in, and the  services  offered for sale by,  GREASE  MONKEY
     Centers in the Master Franchise Area and once the Master Franchisee obtains
     the  Franchisor's  approval  therefor,  advise  Franchisees  in the  Master
     Franchise  Area  regarding  these  changes and  regarding  the selection of
     suppliers for the purchase of such items used in connection with the GREASE
     MONKEY Centers in the Master Franchise Area;

          l. Provide access to advertising and  promotional  materials as may be
     developed by the Franchisor from time to time;

          m. At the  Franchisor's  written  request,  establish  an  advertising
     cooperative for all GREASE MONKEY Centers  located in the Master  Franchise
     Area using forms and procedures supplied by the Franchisor; and


                                       10

<PAGE>


          n.  Submit   periodic   reports  to  the   Franchisor  on  the  Master
     Franchisee's  Business  operations,  the GREASE  MONKEY  Centers  and other
     activities  in the  Master  Franchise  Area,  using  procedures  and  forms
     prescribed by the Franchisor from time to time.

     5.10.   Control  of  Franchisees  and  Assignment  of  Existing   Franchise
Agreements.   The  Master   Franchisee  shall  assure  that  the  standards  and
specifications  as set forth in any and all Franchise  Agreements and the Master
Franchisee's   Operations   Manual   and  any  and  all  other   standards   and
specifications which are part of the Master Franchise Methods established by the
Franchisor are, in turn, established and maintained by the Master Franchisee and
the  Franchisees  with  respect  to all  GREASE  MONKEY  Centers  in the  Master
Franchise Area. The Franchisor shall,  within six months from the effective date
of this Agreement,  assign the  Franchisor's  rights in and to all Grease Monkey
Franchise  Agreements executed on or before the effective date of this Agreement
for franchises located or to be located within the Master Franchise Area, to the
Master Franchisee;  provided,  however, that (i) the Franchisor shall not assign
its rights relating to resolution of disputes;  (ii) the Franchisor shall remain
a third party beneficiary of such Grease Monkey Franchise Agreements;  and (iii)
the Master Franchisee shall not receive initial franchise fees for Grease Monkey
Franchise Agreements assigned pursuant to this paragraph 5.10.

     5.11. Attendance at the Franchisor's Conferences. The Master Franchisee, or
its Manager, shall attend on-going seminars, conventions and programs offered by
the Franchisor to its Franchisees and Master  Franchisees which are offered on a
national  basis in the  United  States  of  America,  and  those  offered  on an
international  basis. The Master  Franchisee,  or its Manager,  shall attend any
mandatory  seminar,  convention or program as may be offered by the  Franchisor.
The Franchisor  shall give the Master  Franchisee at least 30 days prior written
notice  of any  seminar,  convention  or  program  which  is  considered  by the
Franchisor to be mandatory;  provided,  however,  the Master Franchisee,  or the
Manager,  shall not be required to attend any mandatory  seminar,  convention or
program more than once per year,  except for local or regional  advertising  and
marketing  meetings,   sponsored  by  an  advertising   cooperative  or  by  the
Franchisor,  the Master  Franchisee's  or the Manager's  attendance at which may
also be  required.  The  Master  Franchisee  is  responsible  for all  costs and
expenses associated with attending any training program, seminar or convention.

     5.12. Written Materials. The Master Franchisee agrees to develop and use in
connection with the Master  Franchisee's  Business only such written  materials,
training manuals and supplies which comply with the  Franchisor's  standards and
specifications.  Unless  provided to the Master  Franchisee  in the  language in
dominant use in the Master  Franchise Area, the Master  Franchisee shall pay all
costs of translation for such written  materials and training  manuals as may be
necessary for use in the Master Franchise Area.

     5.13.  Organization  of  Master  Franchisee.  The  Master  Franchisee  is a
corporation duly organized, validly existing and in good standing under the laws
of the Republic of Mexico.

                                       11

<PAGE>


     5.14. Authorization.  The individuals executing this Agreement on behalf of
the Master  Franchisee  have been duly  authorized  to execute and deliver  this
Agreement on behalf of the Master Franchisee and this Agreement is bind upon the
Master Franchisee in accordance with its terms.

                         6. TRADE AND INDUSTRIAL SECRETS

     6.1. Trade and Industrial Secrets. The Master Franchisee  acknowledges that
the  Franchisor  possesses  certain  trade and  industrial  secrets  ("Trade and
Industrial  Secrets") relating to the operation of GREASE MONKEY Centers,  which
include:  (1)  site  selection  criteria;  (2)  methods,   processes,   formats,
specifications,   systems,   procedures,  sales  and  marketing  techniques  and
knowledge of and  experience in the  development  and operation of GREASE MONKEY
Centers,  including any and all contents of the Master  Franchisee's  Operations
Manual;  (3) marketing  programs;  (4) research and development  relating to new
businesses and services;  (5) knowledge of  specifications  for and suppliers of
certain products, services, materials, supplies, equipment and fixtures; (6) the
proprietary  computer  software  program  and  designated  equipment;   and  (7)
knowledge  of  operating  results and  financial  performance  of GREASE  MONKEY
Centers. The Franchisor's Trade and Industrial Secrets shall be disclosed by the
Franchisor to the Master Franchisee  through  documents,  electronic or magnetic
means, optical disks, microfilm,  film or other similar instruments.  In view of
the foregoing, any unauthorized disclosure by the Master Franchisee of the Trade
and Industrial  Secrets  provided by the  Franchisor  pursuant to this Agreement
shall  entitle the  Franchisor  to exercise all of the legal rights and remedies
available to the Franchisor pursuant to any applicable law and/or regulation.

     6.2. Use and  Limitation  on Use. The Master  Franchisee  acknowledges  and
agrees it will not acquire any interest in Trade and Industrial  Secrets,  other
than the right to utilize  disclosed  Trade and Industrial  Secrets in operating
the Master  Franchisee's  Business in the Master  Franchise Area during the term
hereof and that use or duplication  of any Trade and  Industrial  Secrets in any
other  business  would  constitute an unfair method of  competition.  The Master
Franchisee further acknowledges and agrees that the Trade and Industrial Secrets
are proprietary to the  Franchisor,  include trade secrets of the Franchisor and
are disclosed to the Master  Franchisee  solely on the condition that the Master
Franchisee  agrees, and the Master Franchisee does hereby agree, that the Master
Franchisee:  (1) will not use any  Trade  and  Industrial  Secrets  in any other
business or capacity;  (2) will maintain the absolute  confidentiality of all of
the Trade and Industrial  Secrets  during and after the term of this  Agreement;
(3) will not make unauthorized copies of any portion of the Trade and Industrial
Secrets  disclosed in written or other  tangible  forms;  and (4) will adopt and
implement  all  reasonable  procedures  that  Franchisor  prescribes  to prevent
unauthorized use or disclosure of the Trade and Industrial Secrets.


                                       12

<PAGE>


     6.3.  Franchisor's  Rights to New Ideas. The Master  Franchisee agrees that
the  Franchisor  shall have the right to use and  authorize  other GREASE MONKEY
Centers to use, and the Master  Franchisee shall fully and promptly  disclose to
the  Franchisor,  all ideas,  concepts,  methods and procedures  relating to the
development  and/or operations of a business providing  automotive  lubrication,
oil changes,  radiator  flush and fill, and  transmission  fluid and other fluid
replacement  services conceived or developed by the Master Franchisee and/or its
employees, Franchisees and licensees during the term of this Agreement.

     6.4.  Updated  Information.  The Master  Franchisee,  within thirty days of
receiving any updated information  regarding the Master Franchisee's  Operations
Manual,  shall in turn  update  its copy of the Master  Franchisee's  Operations
Manual as instructed by the Franchisor and shall conform its operations with the
updated  provisions  within a reasonable time thereafter.  The Master Franchisee
shall also be  responsible  for  ensuring  that each of the  Franchisees  in the
Master  Franchise  Area shall,  in turn,  update their copy of their  Operations
Manual as instructed by the Franchisor,  and shall conform their operations with
the updated provisions within a reasonable period of time thereafter. The Master
Franchisee acknowledges that a master copy of the Master Franchisee's Operations
Manual maintained by the Franchisor at its principal office shall be controlling
in the event of a dispute  relative  to the  content of any Master  Franchisee's
Operations Manual.

                     7. REPRESENTATIONS OF MASTER FRANCHISEE

     7.1. Representations of Master Franchisee. The Master Franchisee represents
and warrants  that it has induced the  Franchisor  to enter into this  Agreement
based on the following  representations  and warranties made to Franchisor.  The
following  representations  and  warranties  shall survive  termination  of this
Agreement.

          a.  The  Master  Franchisee  understands  and  acknowledges  that  the
     Franchisor has made no promise or guarantee,  express or implied,  that the
     Master  Franchisee  will be able to  comply  with any  applicable  laws and
     regulations  concerning the promotion of franchises in the Master Franchise
     Area throughout the entire term hereof, but the Master Franchisee agrees to
     use its best efforts to comply with the same.

          b. The Franchisor has made no representations or statements of actual,
     average,  projected or forecasted sales,  profits or earnings to the Master
     Franchisee  with respect to the Master  Franchisee's  Business on which the
     Master Franchisee has in any way relied in entering into this Agreement.

          c. The Master Franchisee  understands and acknowledges that the Master
     Franchisee's   Operations  Manual  provided  by  the  Franchisor   contains
     information  which may not be applicable in the Master  Franchise  Area and
     the Master  Franchisee  will be  required to inform the  Franchisor  of any
     proposed  revisions,  and  if  approved  by  the  Franchisor  in  its  sole
     discretion,  to  revise  those  sections  which  are in  turn  provided  to
     Franchisees.



                                       13

<PAGE>



          d. The Master Franchisee  acknowledges that it has read this Agreement
     and  understands and accepts the terms contained in this Agreement as being
     reasonably necessary to maintain the Franchisor's high standards of quality
     and service and the  uniformity  of those  standards and thereby to protect
     and  preserve  the  goodwill of the Marks and the  integrity  of the Master
     Franchise Methods. The Master Franchisee acknowledges that it has conducted
     an independent  investigation of the business venture  contemplated by this
     Agreement and recognizes that, like any other business,  the nature of this
     business  may evolve and change  over time,  that the  investment  involves
     business risks and that the success of the venture is largely  dependent on
     the  Master  Franchisee's   business  abilities  and  efforts.  The  Master
     Franchisee  further  represents to the Franchisor,  as an inducement to its
     entry  into  this  Agreement,  that  the  Master  Franchisee  had  made  no
     misrepresentations  in  obtaining  the  license  granted  pursuant  to this
     Agreement.

          e. The Master  Franchisee  represents that it is familiar with and has
     the  necessary  managerial  and financial  ability to operate,  develop and
     maintain the Master Franchisee's  Business and that it has sufficient staff
     and offices to attempt to promote, train and support prospective and future
     Franchisees  pursuant to the Franchisor's  minimum standards of quality and
     in accordance with the Master Franchisee's Operations Manual.

                                 8. ADVERTISING

     8.1. Standards. The Master Franchisee acknowledges that the advertising and
promotion  of the  GREASE  MONKEY  Centers  and  the  GREASE  MONKEY  System  in
accordance  with  the  Franchisor's   standards  and  specifications   regarding
advertising  is an essential  aspect of the Master  Franchise  Methods,  and the
Master  Franchisee   agrees  to  comply  with  all  advertising   standards  and
specifications.

     8.2.  Master  Franchisee's   Advertising   Account.  Any  advertising  fees
collected by the Master  Franchisee from  Franchisees  pursuant to the Franchise
Agreements  and  retained by the Master  Franchisee,  shall be  deposited by the
Master  Franchisee in separate  bank  accounts,  commercial  accounts or savings
accounts ("Advertising  Account").  The Master Franchisee will make available to
the Franchisor and to the  Franchisees  in the Master  Franchise  Area, no later
than 120 days after the end of each calendar year, an annual financial statement
for the  Advertising  Account which  indicates  how deposits to the  Advertising
Account have been spent.  The  Advertising  Account will be  administered by the
Master  Franchisee,  in its sole  discretion,  and  shall be used by the  Master
Franchisee  on behalf  of  Franchisees  in the  Master  Franchise  Area only for
production  and  placement of media  advertising,  direct  response  literature,
direct  mailings,  brochures,   collateral  material  advertising,   surveys  of
advertising effectiveness, or other advertising or public relations expenditures
relating to advertising.


                                       14

<PAGE>



                      9. MASTER FRANCHISE METHODS STANDARDS

     9.1. Master Franchise Methods Standards. The Master Franchisee acknowledges
and agrees that the  development  and operation of the GREASE MONKEY  Centers in
accordance with the specifications,  standards,  operating  procedures and rules
the  Franchisor  prescribes  for the  operation  of  GREASE  MONKEY  Centers  as
periodically  modified and  supplemented  by the  Franchisor  in its  discretion
during the term (the "Master  Franchise  Methods  Standards")  is the essence of
this  Agreement and essential to preserve the goodwill of the Marks.  Therefore,
Master  Franchisee  agrees, at all times during the term hereof, to maintain and
operate,  and to require Franchisees to maintain and operate,  the GREASE MONKEY
Centers in accordance with each and every Master Franchise Methods Standard.


     9.2.  Incorporation  of Master  Franchise  Methods  Standards.  The  Master
Franchisee hereby agrees that Master Franchise Methods Standards prescribed from
time  to  time  in the  Master  Franchisee's  Operations  Manual,  or  otherwise
communicated to the Master Franchisee in writing, shall constitute provisions of
this  Agreement as if fully set forth herein.  All  references to this Agreement
shall include all Master Franchise Methods Standards as periodically modified.

     9.3.  Restriction  on  Services  and  Products.  The Master  Franchisee  is
prohibited  from offering or selling any services or products not  authorized by
the Franchisor.  However, if the Master Franchisee proposes to offer, conduct or
utilize any services,  products,  materials, forms, items or supplies for use in
connection with or sale through the Master  Franchisee's  Business which are not
previously approved by the Franchisor as meeting its specifications,  the Master
Franchisee shall first notify the Franchisor in writing requesting approval. The
Franchisor shall not unreasonably  withhold such approval;  however, in order to
make  such   determination,   the   Franchisor   may   require   submission   of
specifications,  information, or samples of such services, products,  materials,
forms,  items or  supplies.  The  Franchisor  will advise the Master  Franchisee
within a reasonable time whether such services, products or other items meet its
specifications.

     9.4.  Inspection  Rights.  To  ensure  conformity  with the  standards  and
specifications of the Franchisor,  the Franchisor  reserves the right to inspect
all aspects of the operation of the Master Franchisee's  Business and the GREASE
MONKEY Centers in the Master  Franchise Area,  during normal business hours. The
Franchisor  shall  provide  the Master  Franchisee  with at least ten days prior
written notice with respect to an upcoming  inspection and the Master Franchisee
shall  reasonably  cooperate  with  the  Franchisor  for the  scheduling  of the
inspection.  The Master Franchisee shall have the right to be present during any
inspection conducted by the Franchisor or the Franchisor's representative.


                                       15

<PAGE>


                        10. MARKS AND PROPRIETARY RIGHTS

     10.1.  Ownership  and  Goodwill  of Marks.  The  Master  Franchisee  hereby
acknowledges that the Franchisor is the sole owner of the Marks and any goodwill
established thereby and the Franchisor has the sole right to license and control
the Master  Franchisee's  use of the GREASE MONKEY service mark and other of the
Marks,  and that the use of the Marks shall remain under the sole and  exclusive
control of the Franchisor.  The Master  Franchisee  acknowledges that it has not
acquired  any right,  title or interest in the Marks except for the right to use
the Marks in the  operation  of the Master  Franchisee's  Business in the Master
Franchise Area pursuant to this Agreement.

     10.2. Trade Secrets.  The Master  Franchisee  hereby  acknowledges that the
Franchisor  owns  and  controls  the  distinctive  plan  for the  establishment,
operation  and  promotion  of  GREASE  MONKEY  Centers  and all  related  Master
Franchise Methods of doing business, previously defined as the "Master Franchise
Methods",  which may include, but are not limited to, distinctive layout, design
and decoration for the GREASE MONKEY Center structure, other commercial symbols,
written promotional materials,  advertising and accounting systems, all of which
constitute  trade  secrets  of  the  Franchisor,   and  the  Master   Franchisee
acknowledges  that the  Franchisor  has  valuable  rights  in and to such  trade
secrets. The Master Franchisee further acknowledges that it has not acquired any
right, title or interest in the Master Franchise Methods except for the right to
use the Master  Franchise  Methods in the  operation of the Master  Franchisee's
Business  as it relates  to this  Agreement  or as may be  granted  by  separate
agreement  with the  Franchisor.  If, in the  course  of  operating  its  Master
Franchisee's  Business, the Master Franchisee develops or improves any aspect of
the Master  Franchise  Methods,  any and all plans,  methods,  ideas and systems
related to such  development  or  improvement  shall inure to the benefit of the
Franchisor  and  shall  be  owned  by the  Franchisor  as a part  of the  Master
Franchise Methods.

     10.3.  No Other Mark.  The Master  Franchisee  further  agrees that no Mark
other than "GREASE MONKEY" and design or such other Marks as may be specified by
the  Franchisor,  shall  be used in the  operation  of the  Master  Franchisee's
Business.

     10.4.  Cessation  of Use at  Termination.  In the event this  Agreement  is
terminated for any reason,  the Master  Franchisee shall immediately cease using
any of the GREASE MONKEY Master Franchise  Methods,  Marks,  trade names,  trade
dress,  trade  secrets,  copyrights  or any other  symbols  used to identify the
Master  Franchisee's  Business,  and all rights the Master Franchisee had to the
same shall automatically  terminate. The Master Franchisee agrees to execute any
documents  of  assignment  as may be necessary to transfer any rights the Master
Franchisee  may possess in and to the Marks to the  Franchisor.  Nothing  herein
shall  affect  the Master  Franchisee's  rights as a  Franchisee  under any then
existing Franchise Agreement.


                                       16

<PAGE>


     10.5.  Protection of the Marks.  The Franchisor  shall have the affirmative
obligation  to  protect  and  defend  its use of the Marks and the  Franchisor's
proprietary  interests  therein,  which  affirmative  obligations shall include,
without  limitation,  ascertaining  on a  periodic  basis  whether  there is any
infringing or illegal use of the Marks by any  unauthorized  parties  within the
Master  Franchise  Area.  The Master  Franchisee  shall notify the Franchisor in
writing of any possible  infringement  or illegal use by others of the Marks, or
trademarks the same as or  substantially  similar to the Marks which may come to
its attention. The Master Franchisee acknowledges that the Franchisor shall have
the right to determine  whether  action will be taken on account of any possible
infringement  or illegal  use.  If such  action is deemed to be  necessary,  the
Franchisor  will notify the Master  Franchisee who will be  responsible  for the
commencement or prosecution of such action if the Franchisor determines it to be
reasonably  necessary for the continued  protection  and quality  control of the
Marks and Master  Franchise  Methods.  The Franchisor shall bear the cost of any
such  action,   including  reasonable  attorneys'  fees,  and  shall  reasonably
cooperate  with the  Master  Franchisee  in any such  litigation;  provided  the
Franchisor  shall also have the right to dictate and control the  prosecution of
any such action.  The Master  Franchisee  agrees not to institute  any action on
account of any possible  infringement or illegal use without first obtaining the
Franchisor's prior written consent.

     10.6. Master  Franchisee's  Trade Name. The Master Franchisee  acknowledges
that the  Franchisor  has a prior and  superior  claim to the  Marks and  GREASE
MONKEY  trade name.  The Master  Franchisee  shall not license or use any of the
GREASE MONKEY Marks or trade names in the legal name of its company, partnership
or any other  business  entity used in conducting  the business  provided for in
this Agreement.  The Master Franchisee also agrees not to register or attempt to
register  any  trade  name  using  the  words  "GREASE  MONKEY"  in  the  Master
Franchisee's  name or in any other  person or business  entity name  without the
prior written  consent of the  Franchisor.  Further,  except as permitted by the
Master  Franchisee's  Operations Manual, the Master Franchisee shall not use any
of the  Marks as part of an  electronic  mail  address,  or on any  sites on the
Internet or World Wide Web and the Master  Franchisee  shall not use or register
any of the  Marks as a domain  name on the  Internet.  When  this  Agreement  is
terminated, the Master Franchisee shall execute any assignment or other document
the  Franchisor  requires to transfer  to the  Franchisor  any rights the Master
Franchisee  may possess in a trade name  utilizing the mark GREASE MONKEY or any
other Mark owned by the Franchisor.

     10.7.  Change  of  Marks.  In the event  that the  Franchisor,  in its sole
discretion, shall determine it necessary to modify or discontinue the use of any
proprietary  Marks,  or to develop  additional or substitute  marks,  the Master
Franchisee  shall,  within a reasonable  time after receipt of written notice of
such a modification or discontinuation from the Franchisor, take such action, at
the Master  Franchisee's  sole expense,  as may be necessary to comply with such
modification,  discontinuation, addition or substitution; provided, however, any
cost to register the additional or substitute mark shall be at the  Franchisor's
sole expense.

                                       17

<PAGE>


     10.8.  Registration  in Master  Franchise Area. The Franchisor has received
trademark  registration  with the appropriate  regulator  agencies in the Master
Franchise  Area for the service mark "GREASE  MONKEY" and design as described in
Exhibit B, attached hereto and by this reference incorporated herein. The Master
Franchisee shall promptly file, as and when necessary and at Master Franchisee's
sole  expense,  a registered  user  agreement,  statutory  declaration  or other
applicable  document with the appropriate office in the Master Franchise Area in
connection  with the use of the  GREASE  MONKEY  mark and any  Marks  which  may
subsequently be used by the Master Franchisee in connection with this Agreement.
The Master Franchisee will be responsible for any and all subsequent  registered
user agreements,  statutory declarations or other applicable documents as may be
required to be filed with the appropriate  regulatory  agency in connection with
each  Franchisee's  use of the  GREASE  MONKEY  mark and any other  Marks of the
Franchisor to be used by the Franchisees.

                             11. REPORTS AND RECORDS

     11.1.  Periodic  Reports.   The  Master  Franchisee  shall  supply  to  the
Franchisor such reports in a manner and form as the Franchisor may, from time to
time, reasonably require.

     11.2. Annual Reports.  The Master  Franchisee shall,  within 120 days after
the end of its  fiscal  year,  provide to the  Franchisor,  in  English,  annual
audited financial  statements,  tax returns relating to the Master  Franchisee's
Business,  and a certification  from an independent  certified public accountant
that all sums due and owing hereunder have been paid. If the certification shows
an underpayment  of any amounts owed to the  Franchisor,  these amounts shall be
paid to the Franchisor  concurrently  with the submission of the statements.  In
addition,  the Master Franchisee  shall,  within forty five days from the end of
each calendar  quarter,  provide the Franchisor  with copies of quarterly  value
added tax returns or other assessment returns or reports as may be applicable.

     11.3.  Maintenance  of Records.  The Master  Franchisee  shall maintain all
books and  records  for the Master  Franchisee's  Business  in  accordance  with
generally accepted accounting  principles,  consistently  applied,  and preserve
these records for at least six years after the fiscal year to which they relate.

     11.4.  Inspection  and  Audit.  The  Master  Franchisee  shall  permit  the
Franchisor to inspect and audit the books and records of the Master Franchisee's
Business  at any  reasonable  time,  at the  Franchisor's  expense.  "Books  and
records"  includes  but is not  limited  to, all books and records of the Master
Franchisee's Business, tax returns and reports, invoices, general ledgers, sales
slips  and  bank   statements.   In  the  event  that  any  audit  discloses  an
understatement  of  payments  due to or  paid  to  the  Franchisor,  the  Master
Franchisee shall immediately pay all deficiencies  which may be due and owing to
the Franchisor,  including interest at 18% per annum. In addition, if such audit
reflects an underpayment to the Franchisor by 5% or more, the Master  Franchisee

                                       18

<PAGE>


will bear the entire cost of such audit and all related reasonable  expenses and
the Franchisor shall be entitled to reaudit the Master Franchisee's  Business at
the Master  Franchisee's  expense,  at any time within one year from the date of
the current  audit,  to determine  whether the Master  Franchisee has accurately
reported and paid all amounts due to the Franchisor.

                            12. ASSIGNMENT OF RIGHTS

     12.1.  Assignment by Master Franchisee.  The Master  Franchisee's  Business
granted herein is personal to the Master  Franchisee and except as stated below,
the Franchisor shall not allow or permit any transfer, assignment, sublicense or
conveyance of this Agreement or any interest  hereunder.  The Master  Franchisee
shall not sell,  transfer  or assign its  rights  under  this  Agreement  or any
interest  in it,  or any part or  portion  of the  entity  that  owns  it,  or a
substantial  portion of the assets used in carrying out this  Agreement,  unless
the Master  Franchisee  obtains the  Franchisor's  prior written consent and the
Master  Franchisee or the proposed  transferee or both, comply with requirements
12.1(a), through 12.1(h);  provided,  however, that the restrictions on transfer
in this  paragraph  12.1 shall not apply if the proposed  transferee is owned or
controlled by at least 51% of the original shareholders of the Master Franchisee
and the transaction is made for purposes of fiscal  consolidation  in accordance
with applicable Mexican law.

          a.  Payment of all amounts due and owing by the Master  Franchisee  to
     the  Franchisor  and to  third  parties  whose  debts  or  obligations  the
     Franchisor has guaranteed on behalf of the Master Franchisee, if any;

          b. Agreement by the proposed transferee to satisfactorily complete the
     initial training program conducted by the Franchisor, which training may be
     completed by the transferee either prior to or immediately after assignment
     of this Agreement;

          c. An express  written  assumption  by the proposed  transferee of the
     Master  Franchisee's  obligations  pursuant to this Agreement and any other
     related agreement between the Franchisor and the Master Franchisee;

          d.  Provision  by the Master  Franchisee  of thirty (30) days  written
     notice prior to the proposed effective date of the transfer, such notice to
     contain  the  material  terms and  conditions  of the  transfer,  including
     without limitation, the price and terms of payment;

          e.  Execution  by the Master  Franchisee  of a general  release of all
     claims against the Franchisor and an  acknowledgement of the termination of
     all of its rights in connection with this Agreement;



                                       19

<PAGE>



          f. Payment by the Master  Franchisee  or the proposed  transferee of a
     transfer fee in an amount  commensurate  with the reasonable costs incurred
     by the  Franchisor in connection  with the review and  consummation  of the
     proposed  transfer and the  qualification  and training of the  transferee,
     which payment shall not exceed 10% of the total  purchase  price to be paid
     by the transferee, whether to be paid in lump sum or financed;

          g. The proposed  transferee  shall have  provided  information  to the
     Franchisor   sufficient   for  the   Franchisor   to  assess  the  proposed
     transferee's business experience, aptitude,  creditworthiness and financial
     resources to operate the Master  Franchisee's  Business and the  Franchisor
     shall  have   ascertained   that  the   proposed   transferee   meets  such
     qualifications; and

          h.  The  proposed   transferee   shall  have  visited  the   corporate
     headquarters of the Franchisor and shall have been evaluated and reasonably
     approved by the Franchisor.

     12.2.  Franchisor's  Approval of Transfer.  The  Franchisor has thirty (30)
days from the date of notice from the Master Franchisee to approve or disapprove
the Master Franchisee's proposed assignment.  The Master Franchisee acknowledges
that the Franchisor may withhold  approval of a proposed  assignment or proposed
transferee for any commercially  reasonable cause, including without limitation,
the  transferee's  financial  capability  or  its  suitability  to  act  as  the
Franchisor's  special agent in the Master  Franchise  Area,  irrespective of how
such  financial  capability  or  suitability  compares  to  that  of the  Master
Franchisee. If the Master Franchisee and its proposed transferee comply with all
conditions  for assignment set forth herein and the Franchisor has not given the
Master  Franchisee  notice of its  approval or  disapproval  within such period,
approval is deemed granted.  This paragraph 12.2 shall not apply if the proposed
transferee is owned or  controlled by at least 51% of the original  shareholders
of the Master  Franchisee  and the  transaction  is made for  purposes of fiscal
consolidation in accordance with applicable Mexican law.

     12.3. Right of First Refusal.  In the event the Master Franchisee wishes to
sell,  transfer or assign its rights under this Agreement or any interest in it,
or any substantial  portion of the assets used in carrying out this Agreement to
a third party, the Master  Franchisee agrees to grant to the Franchisor a thirty
day right of first  refusal to purchase  such rights or assets on the same terms
and  conditions as are  contained in the written offer to purchase  submitted to
the Master  Franchisee by the proposed  purchaser.  The Master  Franchisee shall
immediately  notify the Franchisor of such offer by sending a written notice via
courier,  telegram or telefax to the Franchisor  enclosing a copy of the written
offer from the proposed  purchaser  and receipt of such notice must be confirmed
in writing on receipt by  Franchisor.  Such right of first  refusal is effective
for each  proposed  assignment.  Absence of a reply to the  Master  Franchisee's
notice of a proposed  assignment within the thirty day period is deemed a waiver

                                       20

<PAGE>


of such  right of first  refusal.  The right of first  refusal  period  will run
concurrently  with  the  period  in  which  the  Franchisor  has to  approve  or
disapprove the proposed  transferee.  If the Franchisor  chooses not to exercise
its right of first refusal,  the Master Franchisee shall be free to complete the
sale,   transfer  or   assignment,   subject  to   compliance   with  all  other
pre-conditions  for assignment  set forth herein.  This paragraph 12.3 shall not
apply if the proposed  transferee  is owned or controlled by at least 51% of the
original  shareholders of the Master  Franchisee and the transaction is made for
purposes of fiscal consolidation in accordance with applicable Mexican law.

     12.4.  Types of Assignment.  The Master  Franchisee  acknowledges  that the
Franchisor's right to approve or disapprove a proposed sale or transfer provided
for herein shall apply (1) if the Master  Franchisee is a  partnership  or other
business  association,  to the  addition or deletion of a partner or a member of
the association or the transfer of any partnership or membership  interest among
existing  partners or members;  (2) if the Master Franchisee is a corporation or
company,  to any proposed  transfer or assignment of 25% or more of the stock or
other ownership interest in the Master Franchisee,  whether such transfer occurs
in a  single  transaction  or  several  transactions;  and  (3)  if  the  Master
Franchisee is an individual, to the transfer from such individual or individuals
to a company  controlled  by him,  her or them,  in which case the  Franchisor's
approval  will  be  conditioned  on the  continuing  personal  guarantee  of the
individual  (or  individuals)  for the  performance  of  obligations  under this
Agreement, and other reasonable conditions.  With respect to a proposed transfer
as described in subsection (3) of this section,  the Franchisor's right of first
refusal to purchase, as set forth above, shall not apply and the Franchisor will
waive any transfer fee chargeable to the Master  Franchisee for a transfer under
these circumstances.

     12.5.  Assignment by Franchisor.  This Agreement is fully assignable by the
Franchisor  and  shall  inure to the  benefit  of any  assignee  or other  legal
successor in interest.  The Franchisor shall also have the right to delegate the
performance of any portion or all of its obligations hereunder to third parties,
whether the same are agents of the  Franchisor or independent  contractors  with
whom the  Franchisor  has  contracted to provide such  services.  The Franchisor
shall give the Master  Franchisee at least thirty (30) days prior written notice
of the assignment or delegation of all or any portion of Franchisor's rights and
obligations in this Agreement.  The Master  Franchisee  agrees in advance to any
such  delegation by the Franchisor of any part or portion of its obligations and
duties hereunder.


                             13. TERM AND EXPIRATION

     13.1.  Term.  The term of this  Agreement  is for a period of fifteen  (15)
years from the date of this  Agreement,  unless  sooner  terminated  as provided
herein.


                                       21

<PAGE>


     13.2.  Rights On  Expiration.  At the end of the initial term  hereof,  the
Master  Franchisee  shall have the option to renew the franchise  rights granted
hereunder  for  consecutive  terms of  fifteen  (15)  years  each if the  Master
Franchisee:

          a. At least thirty (30) days prior to expiration of the term, executes
     the then current form of Master  Franchise  Agreement;  provided,  however,
     that the financial  terms as well as the terms relating to the operation of
     the Master Franchise Business of the Master Franchise  Agreement offered in
     connection with the renewal shall be no less favorable than those terms and
     conditions of this Agreement;

          b. Has  complied  with all  provisions  of this  Agreement  during the
     initial  term.  "Compliance"  shall  mean,  at a  minimum,  that the Master
     Franchisee has not received written  notification  from the Franchisor of a
     material  breach  hereunder  more than three times  during the term hereof,
     whether or not the Master Franchisee cured such breaches;

          c.  Executes  a  general  release   covering  all  claims  the  Master
     Franchisee  may  have  against  the  Franchisor  in  connection   with  the
     completion of the then applicable term of this Agreement; and

          d.  Pays a  successor  master  license  fee of  $5,000  United  States
     Dollars.

     13.3. Exercise of Option for Successor Franchise. The Master Franchisee may
exercise its renewal  option by giving notice of such exercise to the Franchisor
at least sixty (60) days prior to the scheduled expiration of this Agreement and
thereafter  complying  with the other  conditions  of renewal  set forth in this
Agreement within ninety days after such notice.

     13.4. Conditions of Refusal. The Franchisor shall not be obligated to renew
this  Agreement if the Master  Franchisee  fails to comply with any of the above
conditions  of  renewal.  In such  event,  the  Franchisor  shall give notice of
nonrenewal  at  least  180  days  prior to the  expiration  of the term  (unless
nonrenewal is due to a default of Section 13.2 (a) above), and such notice shall
set forth the reasons for such refusal to renew.

                           14. DEFAULT AND TERMINATION

     14.1.  Termination by Master  Franchisee.  The Master Franchisee shall have
the right to terminate this Agreement on ninety days prior written notice to the
Franchisor only in the event that the Franchisor commits gross negligence and/or
a  material  breach  of  this  Agreement,  including  but  not  limited  to  the
insolvency,  bankruptcy or dissolution of the  Franchisor.  Under  circumstances
where the breach is of the nature that it may be remedied through the actions of
the  Franchisor,  the Master  Franchisee  shall permit the  Franchisor  the same
ninety (90) day period to remedy any such  breach or default,  after which time,
if the breach or  default  has not been  remedied,  the  Master  Franchisee  may
terminate  this Agreement  immediately.  Notwithstanding  the foregoing,  if the

                                       22

<PAGE>


breach is  remediable,  but is of a nature which cannot be  reasonably  remedied
within such  ninety  (90) day period and the  Franchisor  has  commenced  and is
continuing  to make good faith  efforts to remedy the breach  during such ninety
(90) day period,  then the  Franchisor  shall be given an additional  reasonable
period of time to remedy the same and this Agreement shall not terminate.

     14.2.  Termination  by Franchisor.  The Franchisor  shall have the right to
terminate this Agreement, on ninety (90) days prior written notice to the Master
Franchisee only in the event that the Master Franchisee commits gross negligence
and/or a material  breach of this  Agreement,  including  but not limited to the
insolvency,   bankruptcy  or  dissolution  of  the  Master   Franchisee.   Under
circumstances  where the breach is of the nature that it may be remedied through
the actions of the Master  Franchisee,  the  Franchisor  shall permit the Master
Franchisee the same ninety (90) day period to remedy any such breach or default,
after which time, if the breach or default has not been remedied, the Franchisor
may terminate this Agreement immediately.  Notwithstanding the foregoing, if the
breach is  remediable,  but is of a nature which cannot be  reasonably  remedied
within such ninety (90) day period and the Master  Franchisee  has commenced and
is continuing to make good faith efforts to remedy the breach during such ninety
(90)  day  period,  then the  Master  Franchisee  shall  be given an  additional
reasonable  period  of time to  remedy  the same and this  Agreement  shall  not
terminate.

     14.3.  Post-Termination   Obligations  of  Master  Franchisee.  The  Master
Franchisee is obligated on termination or nonrenewal of this Agreement to:

          a. Pay to the Franchisor all fees, and any and all amounts or accounts
     payable  then  owed  the  Franchisor  or its  affiliates  pursuant  to this
     Agreement,  or pursuant to any other written agreement between the parties,
     within thirty (30) days of the effective date of such termination;

          b. Immediately cease to identify the Master  Franchisee's  Business as
     being,  or having been,  associated  with the  Franchisor,  and immediately
     cease using any of the Marks,  or any mark in any way  associated  with the
     Master  Franchise  Methods for any  purpose,  except  pursuant to any other
     effective agreement with the Franchisor;

          c.  Deliver  to the  Franchisor  all  signs,  sign-faces,  advertising
     materials, stationery, videotapes, forms and other materials bearing any of
     the Marks or otherwise identified with the Franchisor;

          d.  Immediately  deliver to the  Franchisor  the  Master  Franchisee's
     Operations Manuals in its possession and all other  information,  documents
     and copies thereof which are proprietary to the Franchisor;

                                       23

<PAGE>


          e.  Promptly  take such  action as may be required to cancel all trade
     names or equivalent  registrations  relating to its use of any Marks of the
     Franchisor  or, at the  option of the  Franchisor,  assign  the same to the
     Franchisor;

          f. Deliver to the Franchisor the names,  addresses,  telephone numbers
     and any other information in the Master Franchisee's possession,  regarding
     all sales  leads of  prospective  Franchisees  within the Master  Franchise
     Area; and

          g.  Abide by all  restrictive  covenants  as set forth in  Article  16
     below.

                 15. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION

     15.1. Independent  Businesspersons.  During the term of this Agreement, the
Master Franchisee shall be an independent  businessperson and shall in no way be
considered  as a general  agent,  partner or employee of the  Franchisor.  It is
understood  and agreed that no general  agency or partnership is created by this
Agreement.  As such,  the  Master  Franchisee  has no  authority  of any  nature
whatsoever to bind the Franchisor or incur any liability for or on behalf of the
Franchisor  or to  represent  itself  as  anything  other  than  an  independent
contractor.

     15.2.  Indemnification.  The Master  Franchisee  shall  indemnify  and hold
harmless the  Franchisor  and its  officers,  directors,  employees,  agents and
representatives from all fines, suits,  proceedings,  claims, demands or actions
("Claims") of any kind or nature, including reasonable attorneys' fees, from any
third party whomsoever,  arising or growing out of, or otherwise  connected with
the Master Franchisee's  operation of the Master Franchisee's  Business,  except
and  unless any such Claim  arises out of the  authorized  use of, or defense or
protection of, the Marks in the Master  Franchise Area, or any such Claim is due
to the  gross  negligence  or  willful  misconduct  of  Franchisor  or arises in
connection with a defect in the product made or supplied by the Franchisor.

          a. If the Franchisor seeks  indemnification  hereunder with respect to
     the  assertion  of a Claim,  it shall give notice to the Master  Franchisee
     within thirty days of the Franchisor  becoming aware of any such Claim. The
     notice  shall set forth such  information  with  respect to the Claim as is
     then  reasonably  available to the Franchisor.  The Master  Franchisee will
     thereafter be entitled,  at any time during the defense of the Claim, if it
     so elects, by written notice delivered to the Franchisor within thirty days
     after receiving the Franchisor's notice, to assume the defense of the Claim
     with counsel satisfactory to the Franchisor. Notwithstanding the foregoing,
     (i) the  Franchisor  shall have the right to employ its own  counsel in any
     such  case  (but the  fees and  expenses  of such  counsel  shall be at the
     expense of the  Franchisor  as long as the Master  Franchisee  continues to
     defend such matter),  to defend such Claim, or to compromise or settle such
     Claim insofar as such  compromise or settlement  does not involve  monetary
     damage  or  payment  of  money;  (ii)  the  Franchisor  shall  not have any
     obligation to give any notice of a Claim by a third party unless such Claim
     is in writing;  and (iii) the rights of the  Franchisor  to be  indemnified
     herein shall not be deemed  forfeited by its failure to give notice  unless
     the Master Franchisee is prejudiced by such failure.

                                       24

<PAGE>


          b. After  receipt of the  aforesaid  notice of a Claim,  if the Master
     Franchisee  fails to assume the  defense  of the  Franchisor  against  such
     Claim,  the Franchisor shall have the right to undertake the defense and to
     compromise  or settle  such Claim on behalf of and for the account and risk
     of the Master Franchisee,  and at the Master Franchisee's expense,  payable
     to the Franchisor on written demand.

                            16. RESTRICTIVE COVENANTS

     16.1.  Non-Competition  During Term. While this Agreement is in effect, the
Master Franchisee and its officers, partners, directors, agents or employees who
have completed the  Franchisor's  initial  training program or had access to the
Master  Franchisee's  Operations  Manual,  including  without  limitation,   the
beneficial  owners of a 5% or greater interest in the Master  Franchisee,  where
the Master Franchisee is a company, shall not, directly or indirectly, engage in
or participate as an owner, officer,  partner,  director, agent, franchise sales
agent,  consultant,  employee or otherwise,  in any other business which engages
in, or licenses or franchises  others to engage in, a business which is the same
as or  substantially  similar to the Master  Franchisee's  Business  or a GREASE
MONKEY Center, including without limitation,  any business promoting,  operating
or granting  licenses or franchises to others to operate a business deriving 40%
or more of the gross sales  revenue from  automotive  lubrication,  oil changes,
radiator  flush and fill,  and  transmission  fluid and other fluid  replacement
services,  and related  products or services  offered by GREASE  MONKEY  Centers
("Competitive Business"), without having first obtained the Franchisor's written
consent.

     16.2.  Post-Termination  Covenant Not to Compete. The Master Franchisee has
acquired from the Franchisor  confidential  information  regarding  Franchisor's
trade secrets and Master Franchise  Methods which, in the event of a termination
of this  Agreement,  could  be used  by the  Master  Franchisee  to  injure  the
Franchisor.  As a result,  the Master  Franchisee  and its  officers,  partners,
directors,  agents or employees  who have  completed  the  Franchisor's  initial
training  program or had access to the Master  Franchisee's  Operations  Manual,
including  without  limitation,  the  beneficial  owners  of 5% or  more  of the
ownership  interest in a Master  Franchisee which is a company,  shall not for a
period of two years from the date of termination, transfer or expiration of this
Agreement,  or for a period of two years after  termination or cessation of such
person's  relationship  with the Master  Franchisee in such capacity,  whichever
first occurs, without first having obtained the Franchisor's consent,  engage in
or participate as an owner, officer, partner,  director,  franchise sales agent,
agent,  consultant  or  employee,  in any other  business  which  engages in, or
licenses or franchises others to engage in, a Competitive Business, and which is

                                       25

<PAGE>



operating, as of the date of such termination,  transfer or expiration, anywhere
within the Master  Franchise  Area,  unless such right is granted  pursuant to a
separate agreement with the Franchisor.

     16.3. No Interference. The Master Franchisee agrees that during the term of
this  Agreement  and for a period  of two years  thereafter,  it shall in no way
solicit or attempt to solicit the  employees of or the business or customers of,
or  interfere  with the  business  relationship  established  with  employees or
customers of, the Franchisor or any other Master Franchisee's business or GREASE
MONKEY Centers.

     16.4.  Confidentiality  of Proprietary  Information.  The Master Franchisee
acknowledges that after execution of this Agreement, Master Franchisee will have
access to  confidential  information  and trade secrets which are proprietary to
Franchisor,  through participation in Franchisor's training programs, receipt of
the Master Franchisee's  Operations Manual and otherwise.  The Master Franchisee
acknowledges  that the unauthorized use of such information or the disclosure of
such  information,  or any part thereof,  to unauthorized  third parties will be
injurious to Franchisor.  The Master Franchisee,  and all of Master Franchisee's
employees who have attended  Franchisor's training programs or had access to the
Master   Franchisee's   Operations   Manual  or  are  otherwise  privy  to  such
information, shall not make unauthorized use of, or disclose to any unauthorized
third party, the systems, techniques, operating procedures, marketing systems or
other trade secrets or confidential  information  relating to the  establishment
and operation of Master Franchisee's Business or a GREASE MONKEY Center.

     16.5.  Nondisclosure and  Noncompetition  Agreement.  The Master Franchisee
shall  require that any  officer,  partner,  director,  employee or agent of the
Master Franchisee execute a Nondisclosure and  Noncompetition  Agreement (in the
form substantially  similar to Exhibit C) containing the provisions as set forth
herein,  and further,  the Master  Franchisee shall notify the Franchisor of the
identity of each and every  above-described  person and  provide the  Franchisor
with an originally  executed copy of each such  Nondisclosure and Noncompetition
Agreement.

                                  17. INSURANCE

     17.1. Insurance Coverage. The Master Franchisee shall procure, maintain and
provide evidence of insurance coverage for the Master Franchisee, as required by
Mexican law, if any.

     17.2.  Proof of  Insurance.  The Master  Franchisee  will provide  proof of
insurance,  if insurance is required by Mexican law, to the Franchisor  prior to
commencement of the Master  Franchisee's  Business  operations.  This proof will
show that the insurer has been  authorized to inform the Franchisor in the event
any policies  lapse or are canceled.  The Franchisor has the right to change the

                                       26

<PAGE>


minimum  amount of insurance  the Master  Franchisee  is required to maintain by
giving the Master Franchisee prior reasonable  notice,  giving due consideration
to  what is  reasonable  and  customary  in a  similar  business  in the  Master
Franchise  Area.  Noncompliance  with the insurance  provisions set forth herein
shall be deemed a material breach of this  Agreement.  In the event of any lapse
in insurance coverage,  in addition to all other remedies,  the Franchisor shall
have the right to demand  that the  Master  Franchisee  cease  operations  until
coverage is reinstated, or, in the alternative, pay any delinquencies in premium
payments and charge the same back to the Master Franchisee.

                                 18. ENFORCEMENT

     18.1.  GOVERNING  LAW.  EXCEPT TO THE EXTENT  GOVERNED BY THE UNITED STATES
TRADEMARK  ACT OF 1946  (LANHAM  ACT,  15 U.S.C.  ss.ss.  1051 ET SEQ.) OR OTHER
UNITED STATES FEDERAL LAW, THIS AGREEMENT,  THE MASTER FRANCHISEE'S BUSINESS AND
ALL CLAIMS ARISING FROM THE  RELATIONSHIP  BETWEEN THE FRANCHISOR AND THE MASTER
FRANCHISEE WILL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO U.S.A., WITHOUT
REGARD  TO ITS  CONFLICT  OF LAWS  PRINCIPLES,  EXCEPT  THAT  ANY  COLORADO  LAW
REGULATING  THE SALE OF  FRANCHISES OR BUSINESS  OPPORTUNITIES  OR GOVERNING THE
RELATIONSHIP  OF A  FRANCHISOR  AND ITS  FRANCHISEE  WILL NOT APPLY  UNLESS  ITS
JURISDICTIONAL  REQUIREMENTS  ARE MET  INDEPENDENTLY  WITHOUT  REFERENCE TO THIS
SECTION.

     18.2.  CONSENT  TO  JURISDICTION.  SUBJECT  TO  SECTION  18.1,  THE  MASTER
FRANCHISEE AND THE MASTER  FRANCHISEE'S  OWNERS AGREE THAT ALL JUDICIAL  ACTIONS
BROUGHT  BY  THE  FRANCHISOR   AGAINST  THE  MASTER  FRANCHISEE  OR  THE  MASTER
FRANCHISEE'S AFFILIATES,  SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES
OR BY THE  MASTER  FRANCHISEE  OR THE MASTER  FRANCHISEE'S  OWNERS  AGAINST  THE
FRANCHISOR OR THE FRANCHISOR'S AFFILIATES,  SHAREHOLDERS,  OFFICERS,  DIRECTORS,
AGENTS OR  EMPLOYEES  MUST BE  BROUGHT  IN THE  DISTRICT  COURT FOR THE CITY AND
COUNTY OF DENVER,  COLORADO  U.S.A.,  OR IN THE UNITED STATES  FEDERAL  DISTRICT
COURT IN DENVER,  COLORADO  U.S.A.  AND THE MASTER  FRANCHISEE  (AND EACH OF ITS
AFFILIATES,  SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES) IRREVOCABLY
SUBMITS TO THE  JURISDICTION  OF SUCH COURTS AND WAIVES ANY OBJECTION THE MASTER
FRANCHISEE (OR SUCH NAMED  INDIVIDUAL) MAY HAVE TO EITHER THE JURISDICTION OF OR
VENUE IN SUCH COURTS. NOTWITHSTANDING THE FOREGOING, THE FRANCHISOR MAY BRING AN
ACTION FOR A TEMPORARY  RESTRAINING ORDER,  TEMPORARY OR PRELIMINARY  INJUNCTIVE
RELIEF, IN ANY FEDERAL,  STATE,  PROVINCIAL OR OTHER APPLICABLE COURT OF GENERAL
JURISDICTION IN THE MASTER FRANCHISE AREA.

                                       27

<PAGE>



     18.3.  INJUNCTIVE  RELIEF.  THE FRANCHISOR AND THE MASTER  FRANCHISEE SHALL
EACH HAVE THE RIGHT IN THE PROPER CASE TO OBTAIN  INJUNCTIVE RELIEF FROM A COURT
OF COMPETENT JURISDICTION.  THE MASTER FRANCHISEE AGREES THAT THE FRANCHISOR MAY
OBTAIN  SUCH  INJUNCTIVE  RELIEF,  WITHOUT  BOND  (OR IF A  COURT  OF  COMPETENT
JURISDICTION  DETERMINES A BOND IS REQUIRED,  SUCH BOND SHALL IN NO EVENT EXCEED
U.S.$500),  BUT UPON DUE NOTICE, AND THE MASTER  FRANCHISEE'S SOLE REMEDY IN THE
EVENT OF THE ENTRY OF SUCH  INJUNCTIVE  RELIEF SHALL BE THE  DISSOLUTION OF SUCH
INJUNCTIVE RELIEF, IF WARRANTED, UPON HEARING DULY HAD; PROVIDED,  HOWEVER, THAT
ALL CLAIMS FOR DAMAGES BY REASON OF THE WRONGFUL ISSUANCE OF ANY SUCH INJUNCTION
ARE HEREBY  EXPRESSLY WAIVED BY THE MASTER  FRANCHISEE.  ANY SUCH ACTION WILL BE
BROUGHT AS PROVIDED IN SECTION 18.2 ABOVE.

                          19. MISCELLANEOUS PROVISIONS

     19.1. Modification. The parties may modify this Agreement only on execution
of a written agreement between the parties;  provided,  however, that the Master
Franchisee  acknowledges that this Agreement may be amended by the Franchisor in
its sole  discretion,  after it has been reviewed by legal counsel in the Master
Franchise Area in order to bring the Agreement into  conformity  with applicable
laws and regulations. The Master Franchisee acknowledges that the Franchisor may
modify its standards and specifications  and operating and marketing  techniques
set forth in the Master  Franchisee's  Operations Manual  unilaterally under any
conditions and to the extent to which the  Franchisor,  in its sole  discretion,
deems necessary to protect,  promote or improve the Marks and the quality of the
Master Franchise Methods,  but under no circumstances will such modifications be
made arbitrarily without such determination.

     19.2. Delegation.  The Master Franchisee may not delegate any of its duties
under this  Agreement,  unless it has received the prior written  consent of the
Franchisor.

     19.3.  Entire  Agreement.  This  Agreement  contains  the entire  agreement
between the parties and supersedes any and all prior  agreements  concerning the
subject matter hereof.  The Master  Franchisee  agrees and understands  that the
Franchisor  shall not be liable or  obligated  for any oral  representations  or
commitments made prior to the execution hereof and that no modifications of this
Agreement shall be effective except those in writing and signed by both parties.
The Franchisor does not authorize and will not be bound by any representation of
any nature other than those expressed in this Agreement.  The Master  Franchisee
further acknowledges  and agrees that no representations have been made to it by

                                       28

<PAGE>



the Franchisor  regarding projected sales  volumes, market  potential, revenues,
profits or operational  assistance  other than as stated in this Agreement or in
any disclosure  document provided in connection  herewith.  This Agreement shall
not be effective until it is signed by an officer of the Franchisor.

     19.4. No Right to Set-Off.  The Master  Franchisee  shall not be allowed to
set off amounts owed to the  Franchisor in respect of any amounts due hereunder,
against  any monies  owed to the Master  Franchisee,  which  right of set off is
hereby expressly waived by the Master Franchisee.

     19.5.  Fees and  Costs.  In the event of any  default on the part of either
party to this Agreement, in addition to all other remedies, the party in default
will  pay the  aggrieved  party  all  amounts  due and all  damages,  costs  and
expenses,  including reasonable  attorneys' fees and translation costs, incurred
by the aggrieved party in any legal action, arbitration or other proceeding as a
result of such  default,  plus  interest  at the lesser of 18%  annually  or the
highest rate allowable by law, accruing from the date of such default.

     19.6. Severability. If any provision of this Agreement is held invalid in a
final decision from which no appeal is or can be taken,  such provision shall be
deemed  modified to eliminate  the invalid  element  and, as so  modified,  such
provision  shall  be  deemed  a part  of this  Agreement  as  though  originally
included.  The remaining  provisions of this Agreement  shall not be affected by
such modification.

     19.7. Notices.  All notices required to be given under this Agreement shall
be given in writing,  by  certified  air mail,  or by hand,  or by an  overnight
delivery service providing  documentation of receipt, at the addresses set forth
in the first  paragraph  of this  Agreement  or at such other  addresses  as the
Franchisor  or the  Master  Franchisee  may  designate  from  time  to  time  in
accordance with this Section, and shall be deemed to be received seven days from
the date of  mailing,  registered  air  mail,  or when  received  via  overnight
delivery, or immediately if delivered by hand, as may be applicable.

     19.8.  Excuse of Performance.  Notwithstanding  anything  contained in this
Agreement  to the  contrary,  the  obligations  of the parties  hereto  shall be
subject to all laws, both present and future,  or any requests of any government
or any department,  agency or corporation  thereof having jurisdiction over this
Agreement,  and to war,  acts of God,  or any  cause of like or  different  kind
beyond the  control  of the  parties,  and the  parties  shall be  excused  from
performance of any obligation  hereunder to the extent such failure is caused by
any  law,  order,  regulation,  direction,  request  or  contingency;  provided,
however,  that such excuse of performance  shall be limited to the period during
which such excuse of performance  exists and shall not affect the running of the
term of this Agreement.


                                       29

<PAGE>


     19.9. Approval Within Master Franchise Area. Any approval of this Agreement
by the appropriate authorities in the Master Franchise Area which is required to
enable the Master  Franchisee  to enter into this  Agreement,  perform under the
terms of this Agreement, do business with the Franchisor, or to make payments to
the  Franchisor  hereunder  in United  States  dollars in the  United  States of
America shall be the sole  responsibility  of the Master  Franchisee,  except as
otherwise set forth herein.

     19.10.  Applicable  Law. This Agreement  shall be interpreted in accordance
with the laws of Colorado, U.S.A.

     19.11.  Translation of Agreement. The English language shall be regarded as
the authoritative and official text of this Agreement.  However,  this Agreement
will be  translated  into the language in dominant  use in the Master  Franchise
Area, at the  Franchisor's  expense,  in the event that translation is necessary
for the purpose of registration of the Agreement with the applicable  government
authorities.  Nevertheless,  in the event that  discrepancies  exist between the
English and such  translated  text,  the English  text shall be  considered  the
official text of the Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       30

<PAGE>



IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first above written.

                                            GREASE MONKEY INTERNATIONAL, INC.,
                                            a Colorado corporation


                                            By: /s/ Charles E. Steinbrueck
                                               ---------------------------------
                                            Its:  President and CEO
                                                 -------------------------------
                                            Date:  July 16, 1998
                                                 -------------------------------

                                            UNILUB, S.A. de C.V.,
                                            a Mexican corporation



                                            By:  /s/ Antonio Ramon
                                               ---------------------------------

                                            Its:  President
                                                 -------------------------------
                                            Date:   July 16, 1998
                                                  ------------------------------





                                       31

<PAGE>



                                    EXHIBIT A

                                   ADDENDUM TO
                           MASTER FRANCHISE AGREEMENT


                                     
<PAGE>



                                                                       EXHIBIT A
                                                   TO MASTER FRANCHISE AGREEMENT

                  ADDENDUM TO GREASE MONKEY INTERNATIONAL, INC.
                           MASTER FRANCHISE AGREEMENT

     This is an Addendum to the Master Franchise  Agreement dated August 1, 1998
(the   "Agreement")   by  and  between   Grease   Monkey   International,   Inc.
("Franchisor")  Unilub,  S.A.  de  C.V.  ("Master  Franchisee").  This  Addendum
modifies  certain  terms and  conditions  of the Agreement and in the event of a
conflict in terms  between the Agreement  and this  Addendum,  the terms of this
Addendum  shall be  controlling.  To the  extent not  otherwise  defined in this
Addendum, all  initial-capitalized  references shall have the same definition as
set forth in the Agreement.

     The parties agree as follows:

     a.   Development  Schedule.  The initial Quarterly Development Schedule, as
          referenced  in  Sections  2.1  and  5.2 of  the  Agreement,  shall  be
          determined by the Franchisor and the Master  Franchisee by October 31,
          1998.

     b.   Master  Office.  The Master  Office,  referenced in Section 5.3 of the
          Agreement, will be located at the following address: Humberto Lobo No.
          770,  Colonia del Valle,  San Pedro Garza  Garcia,  Nuevo Leon,  66220
          Mexico.

     c.   Effectiveness  of  Agreement.  To the extent not amended  herein,  all
          other terms and conditions of the Agreement shall remain in full force
          and effect.

Fully executed this 16th day of July, 1998.

                                            FRANCHISOR:

                                            GREASE MONKEY INTERNATIONAL, INC.


                                            By:  /s/ Charles E. Steinbrueck
                                               ---------------------------------
                                            Title:  President and CEO
                                            Date:  July 16, 1998


                                            UNILUB, S.A. de C.V.:



                                            By:  /s/ Antonio Ramon
                                               ---------------------------------
                                            Title:  President
                                            Date:  July 16, 1998




<PAGE>



                                    EXHIBIT B

                 MARK REGISTRATIONS IN THE MASTER FRANCHISE AREA


<PAGE>


                           MARKS REGISTERED IN MEXICO






           Mark                    Registration Date         Registration No.
=============================  =========================  ======================
    "GREASE MONKEY" and             August 12, 1992               427543
          Design
     "MONKEY SHINE"               September 30, 1997             560647
=============================  ==========================  =====================





<PAGE>


                                    EXHIBIT C

                   NONDISCLOSURE AND NONCOMPETITION AGREEMENT


<PAGE>


                   NONDISCLOSURE AND NONCOMPETITION AGREEMENT


     This Nondisclosure and Noncompetition  Agreement  ("Agreement") is made and
entered into effective the 1st day of August,  1998 by and between Grease Monkey
International,  Inc., a Colorado corporation,  located at 216 16th Street, Suite
1100, Denver,  Colorado 80202-5125  ("Company") and VICTOR HINOJOSA, who resides
at Miguel de Cervantes  #20,  Cortiso Del Valle,  San Pedro Garza  Garcia,  N.L.
Mexico, ("Associate").

                                    RECITALS

     A. Company sells  franchises  for the  operation of automotive  lubrication
businesses  which  operate  under the name and service mark "GREASE  MONKEY" and
other approved marks ("Franchises" or "Grease Monkey Centers");

     B. Company also sells licenses to operate a business ("Master  Franchisee's
Businesses")  that will  assist  the  Company  in  promoting  Franchises  and to
develop,  support and provide  services to Grease Monkey Centers within a select
area  ("Master  Franchise  Area"),  under  the terms  and  conditions  which are
contained in a Master Franchise Agreement;

     C. Company has  developed a business  method for  operating  Grease  Monkey
Centers  and  operating  Master   Franchisee's   Businesses   utilizing  certain
information,  plans, methods,  data, processes,  marketing systems,  techniques,
operating procedures, trademarks, proprietary marks and information and know-how
of Company ("Confidential Information") and such Confidential Information may be
further developed from time to time by Company;

     D. Company and its Affiliates have established  substantial goodwill and an
excellent  reputation with respect to the quality of services  available,  which
goodwill and  reputation  have been and will  continue to be of major benefit to
Company;

     E.  Associate is or will become  involved with Company,  or a franchisee or
Master Franchisee of Company, in the capacity of an officer, partner,  director,
or as a beneficial owner of a Franchise or a Master Franchisee's Business, which
is authorized  by Company  pursuant to a Franchise  Agreement or Master  License
Agreement,  and will become privileged as to certain  Confidential  Information;
and

     F.  Associate  and Company  have  reached an  understanding  with regard to
nondisclosure  by  Associate  of  Confidential  Information  and with respect to
noncompetition by Associate with Company.

     NOW  THEREFORE,  in  consideration  of the foregoing,  the mutual  promises
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which hereby are acknowledged,  Associate and Company,  intending
legally to be bound, hereby agree as follows:

     1.  Confidential  Information.  Associate and Company  acknowledge that the
business plan and methods used in connection with the operation of the Franchise
or Master Franchisee Business which utilize Company's Confidential  Information,
are confidential,  unique,  constitute the exclusive property of Company and are
trade  secrets of Company.  Associate  acknowledges  that any  disclosure of the
Confidential  Information would be wrongful and would cause  irreparable  injury
and harm to Company.  Associate further acknowledges that Company has expended a
great amount of effort and money in obtaining and  developing  the  Confidential
Information, that Company has taken numerous precautions to guard the secrecy of
the Confidential Information and that it would be very costly for competitors to
acquire or duplicate the Confidential Information.



<PAGE>


     2. Operations  Manual as Trade Secret.  It is understood that  Confidential
Information,  constituting "trade secrets",  as used in this Agreement is deemed
to  include,  without  limitation,  any and  all  information  contained  in the
Operations  Manual,  which may be provided as one or more separate  manuals,  or
written  instructional guides, as the same are changed or supplemented from time
to time, the Development  Opening Guide,  and any information of whatever nature
which  gives  to  Company  an  opportunity  to  obtain  an  advantage  over  its
competitors who do not have access to, know or use such lists, written materials
or information.

     3.  Nondisclosure of Confidential  Information.  Associate shall not at any
time,  publish,  disclose,  divulge or in any manner  communicate to any person,
firm,  corporation,  association,  partnership or any other entity whatsoever or
use,  directly  or  indirectly,  for its own  benefit or for the  benefit of any
person,  firm,  corporation or other entity,  other than for the use of Company,
any of the Confidential Information of Company or its Affiliates.

     4.  Noncompetition  Covenant.  Associate  hereby  covenants and agrees that
during the term of the Franchise  Agreement or Master License Agreement,  except
while associated with or operating the Franchise  business or Master  Franchisee
Business in a manner authorized by Company,  neither Associate nor any member of
his or her immediate family shall:  (a) have any direct or indirect  controlling
interest as a disclosed or  beneficial  owner in a  "Competitive  Business,"  as
hereafter  defined;  or (b) perform  services as a director,  officer,  manager,
employee,  consultant,  representative,  agent, or otherwise,  for a Competitive
Business.

     The term  "Competitive  Business," as used in this Agreement shall mean any
business  providing,  or granting  franchises or licenses to others to operate a
business  providing,  automotive  lubrication  services.  For  purposes  of this
Agreement,  a "business  providing  automotive  lubrication  services"  shall be
deemed to mean any  business  where 40% or more of the gross  sales  revenue  is
derived from automotive lubrication,  oil changes,  radiator flush and fill, and
transmission  fluid  and  other  fluid  replacement  services.  If the  Rider to
Franchise  Agreement -- Car Wash is executed in  connection  with the  Franchise
Agreement,  the term "Competitive Business" shall include any business providing
car  wash  services.  Notwithstanding  the  foregoing,  Associate  shall  not be
prohibited from owning  securities in a Competitive  Business if such securities
are listed on a stock exchange,  or traded on the over-the-counter  market, that
represent  five  percent  or  less  of  that  class  of  securities  issued  and
outstanding.

     5. Post-Termination  Covenant.  Associate hereby covenants and agrees that,
for a period of three years,  commencing on the effective date of termination or
expiration of the Franchise Agreement or Master License Agreement or on the date
on which  Associate  ceases his or her  association  with  Company or  Company's
franchisee or Master Franchisee,  whichever is later,  neither Associate,  nor a
member  of his or her  immediate  family,  shall  have any  direct  or  indirect
interest  as a disclosed  or  beneficial  owner,  investor,  partner,  director,
officer, employee, consultant, representative or agent or in any other capacity,
in a Competitive  Business located or operating within the Master Franchise Area
of the Master  Franchisee,  unless authorized under another franchise  agreement
with Company. Notwithstanding the foregoing, this restriction shall not apply to
the ownership of shares of a class of securities  listed on a stock  exchange or
traded on the over-the-counter market that represent five percent or less of the
number of shares of that class of securities  issued and outstanding.  Associate
expressly  acknowledges  that he or she  possesses  skills  and  abilities  of a
general  nature  and  has  other   opportunities  for  exploiting  such  skills.
Consequently,  enforcement of this covenant will not deprive Associate of his or
her personal goodwill or ability to earn a living.

     This covenant not to compete is intended to be a reasonable  restriction on
Associate.  For purposes of  interpreting  this  covenant not to compete,  every
month of time and mile of distance shall be considered severable. In the event a
court of  competent  jurisdiction  interprets  either the  spatial  or  temporal
limitations  of this  Agreement to be overly broad,  then the court shall adjust
the offending  limitation,  either by months of time or miles of distance, so as
to fashion a reasonably enforceable covenant.


<PAGE>



     6.  No  Interference  With  Business.  During  the  term  of the  Franchise
Agreement or Master  License  Agreement  and for three years  thereafter  or for
three years after cessation of Associate's association with Company or Company's
franchisee or Master Franchisee, whichever is earlier, neither Associate nor any
member of his or her  immediate  family  shall  divert or  attempt to divert any
business  related  to, or any  customer  or  prospective  customer of the Grease
Monkey  Center  or  Master  Franchisee's   Business,  by  direct  inducement  or
otherwise,  or divert or attempt to divert the  employment  of any  employee  of
Company or another franchisee or Master Franchisee  licensed by Company,  to any
Competitive Business by any direct inducement or otherwise.

     7. Beginning of Three Year Period. If Associate commits a breach of Section
5 or Section 6 above, the three year period shall start on the date Associate is
enjoined from competing or interfering, or stops competing or interfering,  with
the business of the Company, whichever is later.

     8. Remedies.  Associate hereby acknowledges and agrees that in the event of
any violation of this  Agreement,  Company  shall be authorized  and entitled to
obtain  from any court of  competent  jurisdiction,  preliminary  and  permanent
injunctive relief as well as an equitable  accounting of all profits or benefits
arising out of any such violation, which rights and remedies shall be cumulative
and in  addition  to any  other  rights  or  remedies  to which  Company  may be
entitled.

     9. Effect of Waiver.  The waiver by Associate or Company of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

     10. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit  of  Associate  and  Company  and  their  respective  heirs,  executors,
representatives, successors and assigns.

     11. Entire  Agreement.  This  instrument  contains the entire  agreement of
Associate and Company  relating to the matters set forth  herein.  It may not be
changed orally, but only by an agreement in writing, signed by the party against
whom enforcement of any waiver, change, modification,  extension or discharge is
sought.

     12. Governing Law. This instrument shall be governed by and construed under
the laws of the State of Colorado, U.S.A.

     13.  Jurisdiction and Venue. In the event of a breach or threatened  breach
by Associate of this  Agreement,  Associate  hereby  irrevocably  submits to the
jurisdiction  of the District Court of the City and County of Denver,  Colorado,
U.S.A.  and the  Federal  District  Court  for the  District  of  Colorado,  and
irrevocably  agrees that venue for any action or proceeding shall be in the City
and County of Denver,  Colorado,  U.S.A. Both parties waive any objection to the
jurisdiction  of these  courts  or to venue in the City and  County  of  Denver,
Colorado, U.S.A.

     14.  Severability.  Should  any  one or more of the  provisions  hereof  be
determined to be illegal or unenforceable,  all other provisions hereof shall be
given effect separately therefrom and shall not be affected thereby.

     15. Cost of  Enforcement.  In any action at law or in equity to enforce any
of the provisions or rights under this Agreement, the unsuccessful party in such
litigation,  as determined by the court in a final judgment or decree, shall pay
the successful  party or parties all costs,  expenses and reasonable  attorneys'
fees incurred  therein by such party or parties  (including  without  limitation
such costs, expenses and fees on any appeals), plus, if applicable,  interest at
the highest rate allowable by law,  accruing from the date of the breach of this
Agreement. If such successful party shall recover judgment in any such action or
proceeding, such costs, expenses, attorneys' fees and interest shall be included
as part of such judgment.



<PAGE>



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

                                     GREASE MONKEY INTERNATIONAL, INC.


                                     By /s/ Charles E. Steinbrueck
                                        ----------------------------------------
                                     Title  President and CEO
                                     Date  July 16, 1998

                                     "ASSOCIATE"


                                     By  /s/ Victor Hinojosa
                                         ---------------------------------------
                                     Date  July 16, 1998

                                     CAPACITY WITH MASTER FRANCHISEE'S BUSINESS:
                                     Secretary









<PAGE>



                   NONDISCLOSURE AND NONCOMPETITION AGREEMENT


     This Nondisclosure and Noncompetition  Agreement  ("Agreement") is made and
entered into effective the 1st day of August,  1998 by and between Grease Monkey
International,  Inc., a Colorado corporation,  located at 216 16th Street, Suite
1100, Denver,  Colorado 80202-5125 ("Company") and ANTONIO RAMON, who resides at
La  Mancha  #20,  Cortijo  Del  Valle,  San Pedro  Garza  Garcia,  N.L.  Mexico,
("Associate").

                                    RECITALS

     A. Company sells  franchises  for the  operation of automotive  lubrication
businesses  which  operate  under the name and service mark "GREASE  MONKEY" and
other approved marks ("Franchises" or "Grease Monkey Centers");

     B. Company also sells licenses to operate a business ("Master  Franchisee's
Businesses")  that will  assist  the  Company  in  promoting  Franchises  and to
develop,  support and provide  services to Grease Monkey Centers within a select
area  ("Master  Franchise  Area"),  under  the terms  and  conditions  which are
contained in a Master Franchise Agreement;

     C. Company has  developed a business  method for  operating  Grease  Monkey
Centers  and  operating  Master   Franchisee's   Businesses   utilizing  certain
information,  plans, methods,  data, processes,  marketing systems,  techniques,
operating procedures, trademarks, proprietary marks and information and know-how
of Company ("Confidential Information") and such Confidential Information may be
further developed from time to time by Company;

     D. Company and its Affiliates have established  substantial goodwill and an
excellent  reputation with respect to the quality of services  available,  which
goodwill and  reputation  have been and will  continue to be of major benefit to
Company;

     E.  Associate is or will become  involved with Company,  or a franchisee or
Master Franchisee of Company, in the capacity of an officer, partner,  director,
or as a beneficial owner of a Franchise or a Master Franchisee's Business, which
is authorized  by Company  pursuant to a Franchise  Agreement or Master  License
Agreement,  and will become privileged as to certain  Confidential  Information;
and

     F.  Associate  and Company  have  reached an  understanding  with regard to
nondisclosure  by  Associate  of  Confidential  Information  and with respect to
noncompetition by Associate with Company.

     NOW  THEREFORE,  in  consideration  of the foregoing,  the mutual  promises
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which hereby are acknowledged,  Associate and Company,  intending
legally to be bound, hereby agree as follows:

     1.  Confidential  Information.  Associate and Company  acknowledge that the
business plan and methods used in connection with the operation of the Franchise
or Master Franchisee Business which utilize Company's Confidential  Information,
are confidential,  unique,  constitute the exclusive property of Company and are
trade  secrets of Company.  Associate  acknowledges  that any  disclosure of the
Confidential  Information would be wrongful and would cause  irreparable  injury
and harm to Company.  Associate further acknowledges that Company has expended a
great amount of effort and money in obtaining and  developing  the  Confidential
Information, that Company has taken numerous precautions to guard the secrecy of
the Confidential Information and that it would be very costly for competitors to
acquire or duplicate the Confidential Information.




<PAGE>



     2. Operations  Manual as Trade Secret.  It is understood that  Confidential
Information,  constituting "trade secrets",  as used in this Agreement is deemed
to  include,  without  limitation,  any and  all  information  contained  in the
Operations  Manual,  which may be provided as one or more separate  manuals,  or
written  instructional guides, as the same are changed or supplemented from time
to time, the Development  Opening Guide,  and any information of whatever nature
which  gives  to  Company  an  opportunity  to  obtain  an  advantage  over  its
competitors who do not have access to, know or use such lists, written materials
or information.

     3.  Nondisclosure of Confidential  Information.  Associate shall not at any
time,  publish,  disclose,  divulge or in any manner  communicate to any person,
firm,  corporation,  association,  partnership or any other entity whatsoever or
use,  directly  or  indirectly,  for its own  benefit or for the  benefit of any
person,  firm,  corporation or other entity,  other than for the use of Company,
any of the Confidential Information of Company or its Affiliates.

     4.  Noncompetition  Covenant.  Associate  hereby  covenants and agrees that
during the term of the Franchise  Agreement or Master License Agreement,  except
while associated with or operating the Franchise  business or Master  Franchisee
Business in a manner authorized by Company,  neither Associate nor any member of
his or her immediate family shall:  (a) have any direct or indirect  controlling
interest as a disclosed or  beneficial  owner in a  "Competitive  Business,"  as
hereafter  defined;  or (b) perform  services as a director,  officer,  manager,
employee,  consultant,  representative,  agent, or otherwise,  for a Competitive
Business.

     The term  "Competitive  Business," as used in this Agreement shall mean any
business  providing,  or granting  franchises or licenses to others to operate a
business  providing,  automotive  lubrication  services.  For  purposes  of this
Agreement,  a "business  providing  automotive  lubrication  services"  shall be
deemed to mean any  business  where 40% or more of the gross  sales  revenue  is
derived from automotive lubrication,  oil changes,  radiator flush and fill, and
transmission  fluid  and  other  fluid  replacement  services.  If the  Rider to
Franchise  Agreement -- Car Wash is executed in  connection  with the  Franchise
Agreement,  the term "Competitive Business" shall include any business providing
car  wash  services.  Notwithstanding  the  foregoing,  Associate  shall  not be
prohibited from owning  securities in a Competitive  Business if such securities
are listed on a stock exchange,  or traded on the over-the-counter  market, that
represent  five  percent  or  less  of  that  class  of  securities  issued  and
outstanding.

     5. Post-Termination  Covenant.  Associate hereby covenants and agrees that,
for a period of three years,  commencing on the effective date of termination or
expiration of the Franchise Agreement or Master License Agreement or on the date
on which  Associate  ceases his or her  association  with  Company or  Company's
franchisee or Master Franchisee,  whichever is later,  neither Associate,  nor a
member  of his or her  immediate  family,  shall  have any  direct  or  indirect
interest  as a disclosed  or  beneficial  owner,  investor,  partner,  director,
officer, employee, consultant, representative or agent or in any other capacity,
in a Competitive  Business located or operating within the Master Franchise Area
of the Master  Franchisee,  unless authorized under another franchise  agreement
with Company. Notwithstanding the foregoing, this restriction shall not apply to
the ownership of shares of a class of securities  listed on a stock  exchange or
traded on the over-the-counter market that represent five percent or less of the
number of shares of that class of securities  issued and outstanding.  Associate
expressly  acknowledges  that he or she  possesses  skills  and  abilities  of a
general  nature  and  has  other   opportunities  for  exploiting  such  skills.
Consequently,  enforcement of this covenant will not deprive Associate of his or
her personal goodwill or ability to earn a living.

     This covenant not to compete is intended to be a reasonable  restriction on
Associate.  For purposes of  interpreting  this  covenant not to compete,  every
month of time and mile of distance shall be considered severable. In the event a
court of  competent  jurisdiction  interprets  either the  spatial  or  temporal
limitations  of this  Agreement to be overly broad,  then the court shall adjust
the offending  limitation,  either by months of time or miles of distance, so as
to fashion a reasonably enforceable covenant.


<PAGE>



     6.  No  Interference  With  Business.  During  the  term  of the  Franchise
Agreement or Master  License  Agreement  and for three years  thereafter  or for
three years after cessation of Associate's association with Company or Company's
franchisee or Master Franchisee, whichever is earlier, neither Associate nor any
member of his or her  immediate  family  shall  divert or  attempt to divert any
business  related  to, or any  customer  or  prospective  customer of the Grease
Monkey  Center  or  Master  Franchisee's   Business,  by  direct  inducement  or
otherwise,  or divert or attempt to divert the  employment  of any  employee  of
Company or another franchisee or Master Franchisee  licensed by Company,  to any
Competitive Business by any direct inducement or otherwise.

     7. Beginning of Three Year Period. If Associate commits a breach of Section
5 or Section 6 above, the three year period shall start on the date Associate is
enjoined from competing or interfering, or stops competing or interfering,  with
the business of the Company, whichever is later.

     8. Remedies.  Associate hereby acknowledges and agrees that in the event of
any violation of this  Agreement,  Company  shall be authorized  and entitled to
obtain  from any court of  competent  jurisdiction,  preliminary  and  permanent
injunctive relief as well as an equitable  accounting of all profits or benefits
arising out of any such violation, which rights and remedies shall be cumulative
and in  addition  to any  other  rights  or  remedies  to which  Company  may be
entitled.

     9. Effect of Waiver.  The waiver by Associate or Company of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

     10. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit  of  Associate  and  Company  and  their  respective  heirs,  executors,
representatives, successors and assigns.

     11. Entire  Agreement.  This  instrument  contains the entire  agreement of
Associate and Company  relating to the matters set forth  herein.  It may not be
changed orally, but only by an agreement in writing, signed by the party against
whom enforcement of any waiver, change, modification,  extension or discharge is
sought.

     12. Governing Law. This instrument shall be governed by and construed under
the laws of the State of Colorado, U.S.A.

     13.  Jurisdiction and Venue. In the event of a breach or threatened  breach
by Associate of this  Agreement,  Associate  hereby  irrevocably  submits to the
jurisdiction  of the District Court of the City and County of Denver,  Colorado,
U.S.A.  and the  Federal  District  Court  for the  District  of  Colorado,  and
irrevocably  agrees that venue for any action or proceeding shall be in the City
and County of Denver,  Colorado,  U.S.A. Both parties waive any objection to the
jurisdiction  of these  courts  or to venue in the City and  County  of  Denver,
Colorado, U.S.A.

     14.  Severability.  Should  any  one or more of the  provisions  hereof  be
determined to be illegal or unenforceable,  all other provisions hereof shall be
given effect separately therefrom and shall not be affected thereby.

     15. Cost of  Enforcement.  In any action at law or in equity to enforce any
of the provisions or rights under this Agreement, the unsuccessful party in such
litigation,  as determined by the court in a final judgment or decree, shall pay
the successful  party or parties all costs,  expenses and reasonable  attorneys'
fees incurred  therein by such party or parties  (including  without  limitation
such costs, expenses and fees on any appeals), plus, if applicable,  interest at
the highest rate allowable by law,  accruing from the date of the breach of this
Agreement. If such successful party shall recover judgment in any such action or
proceeding, such costs, expenses, attorneys' fees and interest shall be included
as part of such judgment.



<PAGE>



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

                                     GREASE MONKEY INTERNATIONAL, INC.


                                     By /s/ Charles E. Steinbrueck
                                        ----------------------------------------
                                     Title  President and CEO
                                     Date  July 16, 1998

                                     "ASSOCIATE"


                                     By  /s/ Antonio Ramon
                                        ----------------------------------------
                                     Date  July 16, 1998

                                     CAPACITY WITH MASTER FRANCHISEE'S BUSINESS:
                                     President




<PAGE>



                                    EXHIBIT D

               LIMITED GUARANTY OF MASTER FRANCHISEE'S OBLIGATIONS


<PAGE>



EXHIBIT D
TO MASTER FRANCHISE AGREEMENT

               LIMITED GUARANTY OF MASTER FRANCHISEE'S OBLIGATIONS

     In  consideration  of, and as an inducement  to, the execution of the above
Master  Franchise  Agreement (the  "Agreement") by Grease Monkey  International,
Inc.   ("Franchisor"),   each  of  the   undersigned   hereby   personally   and
unconditionally:

        1.      Guarantees to Franchisor and its successors and assigns, for the
                term of this  Agreement,  including  renewals  thereof,  that if
                Unilub, S.A. de C.V. ("Master  Franchisee") fails to timely cure
                a breach of the Agreement,  after the Franchisor gives notice of
                breach  according  to  paragraph  14.2  of  the  Agreement,  the
                undersigned  shall  punctually  pay to the  Franchisor an amount
                equal  to  six  times  the  average  month's  payments  due  the
                Franchisor under paragraphs 3.2 and 3.3 of the Agreement for the
                two  years  immediately  preceding  the  date of the  notice  of
                breach; and

        2.      Agrees that if the  payment is  required to be made  pursuant to
                paragraph  1 of this  Limited  Guaranty  of Master  Franchisee's
                Obligations,  all  rights  of the  Master  Franchisee  under the
                Agreement   shall   immediately   become  the  property  of  the
                Franchisor,  and shall be freely transferable by the Franchisor,
                without  the  necessity  of  further  action  or  notice  by the
                Franchisor.

Each of the undersigned waives the following:

        1.      Acceptance  and  notice  of  acceptance  by  Franchisor  of  the
                foregoing undertaking;

        2.      Notice  of  demand   for   payment   of  any   indebtedness   or
                nonperformance of any obligations hereby guaranteed;

        3.      Protest  and notice of default to any party with  respect to the
                indebtedness  or  nonperformance   of  any  obligations   hereby
                guaranteed;

        4.      Any  right he or she may have to  require  that  any  action  be
                brought  against  Franchisee  or other  person as a condition of
                liability; and

        5.      Any and all other  notices  and legal or  equitable  defenses to
                which he or she may be entitled.

Each of the undersigned consents and agrees that:

        1.      His  or her direct  and immediate  liability under this guaranty
                shall be joint and several;

        2.      He or she shall render any payment or performance required under
                the  Agreement  upon  demand  if  Franchisee  fails  or  refuses
                punctually to do so;

        3.      Such  liability  shall not be  contingent  or  conditioned  upon
                pursuit by Franchisor of any remedies against  Franchisee or any
                other person;

        4.      Such liability  shall not be  diminished,  relieved or otherwise
                affected by any  extension of time,  credit or other  indulgence
                which Franchisor may from time to time grant to Franchisee or to


<PAGE>


                any other person, including without limitation the acceptance of
                any partial payment or performance, or the compromise or release
                of any claims,  none of which  shall in any way  modify or amend
                this guaranty, which shall be continuing and irrevocable  during
                the term of the Agreement, including renewals thereof,

        5.      He or she  shall  be  bound  by the  restrictive  covenants  and
                confidentiality provisions contained in the Agreement; and

        6.      The injunctive relief, governing law and jurisdiction provisions
                contained in the  Agreement  shall govern this Guaranty and such
                provisions   are   incorporated   into  this  Guaranty  by  this
                reference.

     IN  WITNESS  WHEREOF,  each  of  the  undersigned  has  affixed  his or her
signature on the same day and year as the Agreement was executed.

                                           GUARANTOR(S)

                                           Antonio Ramon
                                           -------------------------------------
                                           (Print Name)

                                           /s/Antonio Ramon
                                           -------------------------------------
                                           (Signature)

                                           La Mancha #20
                                           -------------------------------------
                                           Cortijo Del Valle
                                           (Address)

                                           528 335 1602
                                           (Telephone Number)


                                           Victor M. Hinojosa
                                           -------------------------------------
                                           (Print Name)

                                           /s/Victor Hinojosa
                                           -------------------------------------
                                           (Signature)

                                           Miguel De Cervantes #20
                                           -------------------------------------
                                           Cortijo Del Valle

                                           Garza Garcia, N.L., Mexico
                                           (Address)

                                           528 378 5589
                                           (Telephone Number)