<PAGE>
                                       
                                LOAN AGREEMENT

This Loan Agreement is dated as of September 29, 1997, and is entered into by 
and between Grease Monkey International, Inc., a Colorado corporation 
("Borrower"), and CITICORP LEASING, INC., a Delaware corporation ("Lender"). 
Borrower and Lender hereby agree as follows:

                                   ARTICLE I
                          AMOUNT AND TERM OF THE LOAN

    SECTION 1.01. THE LOANS.  Lender agrees, upon compliance by Borrower with 
all terms and conditions hereinafter set forth and set forth in the other 
Loan Documents (as hereafter defined), to make advances of loan proceeds (the 
"Advances") to Borrower from time to time, prior to September 28, 2000, in an 
aggregate amount not to exceed the principal amount of $5,000,000.00, the 
proceeds of which shall be used for the purpose of terminating Borrower's 
current lubricant supply arrangement, and for acquiring, constructing and/or 
developing properties to expand Borrower's express lube business locations 
and to enter into and comply with the terms and conditions of a Master Supply 
Contract with Mobil Oil Corporation.

Advances hereunder shall be evidenced by notes depending upon the timing and 
nature of the disbursements to be made by Borrower.  The first note of which 
shall be dated September 29, 1997, (The "Buyout Note") and notes to be dated 
as disbursed thereafter shall be designated notes A through J ("Expansion 
Notes"), or any substitution, modification or amendment thereto 
(collectively, hereinafter referred to as the "Notes"), the terms of which 
are incorporated herein by this reference.  One advance of up to $2,620,000 
is permitted under the Buyout Note and as many additional advances are 
permitted as are required by Borrower, subject to the terms and conditions of 
the Agreement to Provide Guaranty and Reimbursement Agreement between 
Borrower, Mobil Oil Corporation and Mobil Corporation dated September 29, 
1997, (the "Agreement to Provide Guaranty"); PROVIDED HOWEVER, that no more 
than one Advance under all the Notes collectively shall be made in any one 
month.  Each request for an Advance shall be accompanied by Borrower's 
written Request for Advance, in the form of Exhibit "A" attached hereto.

    SECTION 1.02. INTEREST AND REPAYMENT.  The outstanding balance of each of 
the Notes shall bear interest at the rate provided in such Note.  Interest 
and principal shall be payable pursuant to the terms of each of the Notes.

    SECTION 1.03. INCREASED CAPITAL.  If the Lender determines that 
compliance with any law or regulation or any guideline or request from any 
central bank or other governmental authority (whether or not having the force 
of law) affects or would affect the amount of capital required or expected to 
be maintained by the Lender or any corporation controlling the Lender, and 
that the amount of such capital is increased by or based upon the existence 
of the Lender's commitment to lend hereunder and other commitments of this 
type, then, upon demand by the Lender, the Borrower shall immediately pay to 
the Lender, from time to time as specified by the Lender, additional amounts 
sufficient to compensate the Lender in the light of such circumstances, to 
the extent that the Lender reasonably determines such increase in capital to 
be allocable to the existence of the Lender's commitment to lend hereunder.  
A certificate as to such amounts submitted to the Borrower by the Lender 
shall, in the absence of manifest error, be conclusive and binding for all 
purposes.

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    SECTION 1.04. PAYMENTS.  Borrower shall make all payments hereunder not 
later than 11 a.m., Colorado time, on the date when due in U.S. dollars 
through the Disbursing Account, as provided and defined in Section 4.01(h) 
for the account of Lender.  All payments, whenever made, shall be applied 
equally across all notes and shall be applied first to accrued and unpaid 
interest, expenses or fees and the remainder of any payment shall be applied 
to principal and other amounts then due.  Borrower agrees to pay to Lender 
upon Lender's demand any amount required to compensate Lender for any 
additional losses, costs, or expenses Lender may incur as a result of any 
late payment, including any delay in payments from the Disbursing Account.  
AMOUNTS REPAID OR PREPAID HEREUNDER MAY NOT BE REBORROWED.

                                   ARTICLE II
                             CONDITIONS OF LENDING

    SECTION 2.01. CONDITIONS PRECEDENT TO ANY AND ALL ADVANCES. The 
obligation of Lender to make the initial Advance, or any subsequent Advance, 
is subject to the condition precedent that Lender shall have received, unless 
otherwise waived in writing by Lender, on or before the day of the proposed 
Advance all of the following, each in form and substance satisfactory to 
Lender:

    (a)  The Notes;

    (b)  The Guaranty ("Guaranty") of Mobil Corporation (the "Guarantor"); and

    (c)  Authorization required under Section 4.01(h) authorizing the Investor
    Agent to debit the Disbursing Account for the payments of all amounts due
    under the Loan Documents (this Loan Agreement, the Notes, and the Guaranty
    and any other instruments executed by any of the parties hereto pursuant to
    this Loan Agreement, are all collectively referred to herein as the "Loan
    Documents" together with the following items (d) through (g):

    (d)  Evidence of Borrower's good standing and qualification to do business;

    (e)  Evidence of Borrower's and any Guarantor's approval of the execution,
    delivery and performance of each Loan Document to which it is a party;

    (f)  As applicable, copies of Borrower's and any Guarantor's articles of
    incorporation, by-laws or partnership agreement; and

    (g)  Such additional documents, agreements and certificates as Lender shall
    from time to time reasonably require.

    SECTION 2.02. ADDITIONAL CONDITIONS PRECEDENT TO ANY ADVANCE.  The 
obligation of Lender to make any Advance (including, without limitation, the 
initial Advance and any other Advances) shall be subject to the further 
conditions precedent that on the date of each proposed Advance all of the 
following statements shall be true and requirements satisfied:

    (a)  The representations, warranties and covenants of this Loan Agreement,
    and those contained in the Loan Documents are correct in all material
    respects on and as of the date of each proposed Advance as though made on
    and as of such date;

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    (b)  No event has occurred and is continuing, or would result from the
    Advance, which constitutes an Event of Default (as hereinafter defined) or
    would constitute an Event of Default but for the requirement that notice be
    given or time elapse or both;

    (c)  No material adverse change has occurred and is continuing, in the
    business, condition (financial or otherwise), operations, performance or
    properties of Borrower or any guarantor on or as of the date of the
    Advance; and

    (d)  Borrower shall submit and be in compliance with the provisions of
    Exhibit A.

                                 ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF BORROWER

    SECTION 3.01. REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents 
and warrants as follows:

    (a)  NO VIOLATION.  The execution, delivery and performance by Borrower of
    this Loan Agreement and any other loan document to which it is a party do
    not violate any provision of any law or regulation, or result in a breach
    of or constitute a default under any contract, obligation, indenture or
    other instrument to which Borrower is a party or may be bound.

    (b)  AUTHORIZATION AND VALIDITY.  This Loan Agreement, and the other Loan
    Documents, and any other contracts or instruments executed by Borrower in
    connection with this Loan Agreement, have been duly executed and delivered,
    constitute legal, valid and binding agreements of Borrower enforceable in
    accordance with their respective terms and are not subject to any dispute,
    offset, counterclaim or defense.  Except for the prior encumbrances listed
    in Schedule A ("Prior Liens"), attached to this Loan Agreement, no approval
    or other action of any governmental authority or any third party is
    required for the entering into and performance by Borrower of the Loan
    Documents.

    (c)  LITIGATION.  Except as set forth in Schedule B, there are no pending
    or threatened actions, claims, investigations, suits or proceedings before
    or any writs, orders, injunctions or decrees of any governmental authority,
    court or administrative agency in excess of $50,000 which may adversely
    affect the business, condition (financial or otherwise), operations,
    performance, properties or prospects of Borrower, other than those
    disclosed by Borrower to Lender in writing.

    (d)  TAX RETURNS.  Borrower has no pending assessments or adjustments of
    taxes or similar charges or impositions imposed on Borrower, including,
    without limitation, taxes directly imposed on Borrower and taxes that
    Borrower is otherwise obligated to collect (including, without limitation,
    sales and withholding taxes), except for those which it is contesting in
    good faith in a proper proceeding.  Borrower has filed all applicable tax
    returns required to be filed by it and has paid all taxes which have become
    due pursuant to said returns and warrants that such returns properly
    reflect the United States and applicable state, municipal and other tax
    liability of Borrower for the periods covered.

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    (e)  NO SUBORDINATION.  Except for the Prior Liens, there is no agreement,
    indenture, contract or instrument to which Borrower is a party or by which
    Borrower may be bound that requires any of Borrower's obligations subject
    to this Loan Agreement to be subordinated in right of payment to any other
    obligation of Borrower.

    (f)  OTHER OBLIGATIONS. Borrower is not in default on any obligation or any
    other material lease, commitment, contract, instrument or obligation.

    (g)  TITLE, LIENS AND ENCUMBRANCES.  Except for the Prior Liens, Borrower
    has, or will have prior to the pledge thereof, good and marketable title to
    all real and personal property purporting to secure Borrower's obligations
    under this Loan Agreement and the other Loan Documents, and there exists no
    lien, security interest claim or encumbrance on such property, except those
    created hereby and those expressly consented to by Lender in writing.

    (h)  SOLVENCY.  After giving effect to each Advance: (i) the assets of
    Borrower, at fair valuation, exceed its liabilities, (ii) the capital of
    Borrower is not unreasonably small to conduct its business, and (iii)
    Borrower has not incurred debts, and does not intend to incur debts, beyond
    its ability to pay such debts as they mature.

    (i)  INFORMATION.  All factual information (including, without limitation,
    the application for the Advances) provided by or on behalf of Borrower to
    Lender is true and accurate as of the date on which it is dated or
    certified and is not incomplete by omitting to state any material fact
    necessary to make such information not misleading.  Each financial
    statement delivered by Borrower to Lender is complete and correct, fairly
    presents the financial condition of Borrower, and was prepared in
    accordance with generally accepted accounting principles.  Since the date
    of each such financial statement, there has been no material adverse change
    in the business, condition (financial or otherwise), operations,
    performance, properties or prospects of Borrower, nor has Borrower
    mortgaged, pledged or granted a security interest or encumbered any of its
    assets or properties except as permitted by this Loan Agreement.

    (j)  COMPLIANCE WITH LAW.  Borrower and all express lube locations that
    Borrower operates in the Denver, Colorado area (the "Company Operated
    Locations") are in compliance in all material respects with all applicable
    law (including, but not limited to, environmental law, health, safety,
    pension and labor laws).  Borrower has no material unfunded pension
    liability with respect to any pension or employee benefit plan for
    employees of Borrower or any affiliate of Borrower.  Except as previously
    disclosed to Lender in writing, hazardous substances have not been released
    or disposed of on any Company Operated Location in any manner or quantity
    that could reasonably be expected to result in material liability of
    Borrower or cause any Company Operated Location to be subject to any
    restrictions on ownership, occupancy, use or transferability under any
    environmental laws and no circumstances exist that may reasonably be
    expected to form the basis of an environmental claim against Borrower.  For
    purposes of this Paragraph, "material" means any claim in excess of
    $50,000.

    (k)  COLLATERAL.  Except for the Prior Liens, Borrower is, or will be, the
    legal and beneficial owner of any collateral pledged under this Loan
    Agreement free and clear of any lien, security interest, option or other
    charge or encumbrance and the collateral is not covered by any financing
    statement, except for: (i) liens for current taxes not delinquent, and (ii)
    the security 

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    interest granted herein.

    (1)  LEGAL STATUS.  Borrower is a corporation organized and in good
    standing under the laws of the State of Colorado, and is qualified or
    licensed to do business, and is in good standing as a foreign corporation,
    if applicable, in all jurisdictions in which such qualification or
    licensing is required or in which the failure to so qualify or to be so
    licensed could have a material adverse effect on the business, condition
    (financial or otherwise), operations, performance, properties or prospects
    of Borrower.

    (m)  CORPORATE MATTERS.  The organization documents of Borrower, including,
    without limitation, its charter and bylaws and any resolutions of its
    shareholders authorizing Borrower to enter into this Loan Agreement, and
    the transactions contemplated thereby have not been amended, modified,
    repealed, or otherwise rendered ineffective since the date thereof in any
    manner that would have a material adverse effect on the business, condition
    (financial or otherwise), operations, performance, properties or prospects
    of Borrower.

                                  ARTICLE IV
                            COVENANTS OF BORROWER

    SECTION 4.01. AFFIRMATIVE COVENANTS.  So long as any obligation hereunder 
or under any Note shall remain unpaid, Borrower will, unless Lender shall 
otherwise consent in writing:

    (a)  PUNCTUAL PAYMENTS.  Punctually pay the interest and principal as
    expressed in the monthly payment of each of the Notes at the times and
    place and in the manner set forth therein; any fees or other liabilities
    due hereunder at the times and place in the manner specified herein.  In
    the event of multiple notes, Borrower shall combine all monthly payments
    into one monthly payment.  Any shortages in monthly payments so combined
    shall be applied equally across all notes and will be applied first to
    interest, then to any other fees or amounts due under the notes and finally
    to principal.

    (b)  MAINTAIN EXISTENCE AND BUSINESS AND COMPLY WITH LAWS.  Borrower will:
    (i) maintain its existence and all necessary licenses, permits, franchises
    and qualifications necessary to operate its business (including, without
    limitation, all of the foregoing as required under all environmental laws),
    (ii) comply with its organizational documents and applicable laws, rules,
    regulations, orders and requirements for the maintenance of Borrower's
    insurance, licenses, permits and governmental approvals, (iii) maintain
    adequate books and accounts in accordance with generally accepted
    accounting principles, (iv) pay rents, royalties, taxes and other
    liabilities when due, (iv) own or lease sufficient equipment for the
    operation of its business, and (v) maintain its business facilities in good
    condition to permit its continuing operations.

    (c)  INSURANCE.  Borrower will maintain insurance of the types and in
    amounts customarily carried by businesses similar to Borrower's and keep
    the collateral insured against such risks, with such limits as are
    customary, but in no event less than the balance outstanding under this
    Loan Agreement.

    (d)  DISPOSITION OF COLLATERAL.  Borrower will defend the collateral
    against all claims and demands at any time claiming the same or any
    interest therein.  Borrower will immediately 

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    notify Lender in writing of any change of address from that shown in this 
    Loan Agreement.  Upon demand, Borrower will furnish to Lender such further 
    information and will execute and deliver to Lender such financing 
    statements, mortgages and other papers and will do all such acts and things 
    as Lender may at any time or from time to time reasonably request and/or as 
    may be necessary or appropriate to comply with or accomplish the covenants 
    and agreements contained in the Loan Documents, including, without 
    limitation, establishing and maintaining a valid perfected first priority 
    security interest in the collateral. Borrower will not permanently remove 
    any collateral from the locations specified herein without prior written 
    notice to Lender of the location or locations to which Borrower desires to 
    remove the collateral.  Borrower will keep the collateral in good order and 
    repair, will not waste or destroy the collateral or any part thereof, and 
    will not use or permit anyone else to use the collateral in violation of any
    applicable law or policy of insurance thereon.  Borrower will permit Lender,
    upon written approval in advance from Borrower, to examine and inspect the 
    collateral and Borrower's books and records wherever located at any 
    reasonable time or times.

    (e)  INFORMATION.  Borrower will furnish Lender with such financial, tax,
    accounting and other information with respect to Borrower as Lender may
    from time to time reasonably request.

    (f)  NOTICE TO LENDER.  Promptly (but in no event more than five (5) days
    after the occurrence of each such event or matter) give notice in writing
    to Lender of: (a) the occurrence of any Event of Default, or any condition,
    event or act which with the giving of notice or the passage of time or both
    would constitute such an Event of Default; (b) any change in the name (or
    the organizational structure) of Borrower; (c) any termination or
    cancellation of any insurance policy which Borrower is required to
    maintain; or (d) any uninsured or partially uninsured loss through
    liability or property damage, or through fire, theft or any other cause
    affecting Borrower's property in excess of an aggregate of $10,000.00.

    (g)  FURTHER ASSURANCES.  At its own expense upon written direction from
    Lender, to do all further acts and execute, acknowledge and deliver all
    instruments and assurances reasonably necessary or proper to comply with or
    accomplish the covenants and agreements contained in this Agreement.

    (h)  DISBURSING ACCOUNT.  Borrower will maintain: (i) an account
    ("Disbursing Account") with a commercial bank that shall be a member of the
    automated clearing house system (the "ACH System"), and (ii) such
    authorizations as may be necessary to enable Lender or its designated
    collecting agent to obtain payments due under this Loan Agreement from the
    Disbursing Account through the ACH System.  Borrower shall not terminate
    the Disbursing Account or such authorizations at any time during the term
    of this Loan Agreement without having provided 60 days' prior written
    notice thereof to Lender, which notice shall specify the institution at
    which a substitute Disbursing Account has been established and the account
    number of such substitute Disbursing Account, and certifying that all
    authorizations necessary to enable Lender or its collection agent to obtain
    payments due under this Loan Agreement from such substitute Disbursing
    Account through the ACH System have been given and are then in effect.  By
    not later than the opening of business on each day that any payment shall
    be due under this Loan Agreement, Borrower shall cause an amount, in
    immediately available funds, equal to such payment to be available for
    withdrawal from the Disbursing Account by 

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    the Lender or its collection agent.

    (i)  COMPLIANCE CERTIFICATE.  Borrower will provide a copy of Exhibit B and
    any necessary supporting documents to Lender and Guarantor prior to each
    Advance under any note.

    SECTION 4.02. NEGATIVE COVENANTS.  So long as any obligation hereunder or 
under any of the Notes shall remain unpaid, Borrower will not, without the 
written consent of Lender:

    (a)  NO LIENS, ETC.. Borrower will not create nor permit to exist any lien
    or security interest in the collateral, except for liens for current taxes
    not delinquent, until such time as this Loan Agreement is terminated and
    all amounts due under any of the Notes are paid in full.

    (b)  RESTRICTIONS ON DISPOSITION OF ASSETS.  Except as specifically
    permitted under the Agreement to Provide Guaranty, Borrower will not: (i)
    sell, transfer, lease or otherwise dispose of all or (except in the
    ordinary course of business) any material part of its assets related to the
    Company Operated Locations or to the express lube locations financed by an
    Advance (the "New Locations"), or (ii) enter into any sale, lease back or
    bulk transfer transaction involving its properties or assets related to the
    Company Operated Locations or New Locations.

    (c)  RESTRICTIONS ON OPERATING AND FINANCIAL CONDITIONS.  Permit, allow,
    approve, endorse or otherwise suffer to exist a material adverse change in
    the business, condition (financial or otherwise), operations, performance
    or properties of the Borrower.

                                   ARTICLE V
                               EVENTS OF DEFAULT

    SECTION 5.01. EVENTS OF DEFAULT.  The occurrence of any of the following 
events shall constitute an "Event of Default" under this Loan Agreement:

    (a)  FAILURE TO PAY.  Borrower shall fail to pay any monthly principal and
    interest payment in full on any Note within ten (10) days of when due, or
    shall fail to pay any other sum owing under any of the other Loan Documents
    within ten (10) days of notice from Lender;

    (b)  FAULTY REPRESENTATIONS.  Any representation or warranty made by
    Borrower or any of its officers under or in connection with any Loan
    Document shall prove to have been incorrect, false or misleading in any
    material respect when made;

    (c)  BUSINESS CHANGE.  Borrower shall at any time suffer a material adverse
    change in its business, condition (financial or otherwise), operations,
    performance or properties;

    (d)  FAILURE TO PERFORM.  Borrower shall fail to perform or observe any of
    the covenants or agreements contained in any Loan Document on its part to
    be performed or observed and any such failure shall remain unremedied for
    twenty (20) days after written notice thereof shall have been given to
    Borrower by Lender provided that if more than twenty (20) days are required
    for remedy, Borrower shall not be in default if it commences remedy within
    the twenty (20) day period and diligently pursues its completion;

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    (e)  FAILURE TO MEET OTHER OBLIGATIONS.  Borrower shall fail to pay debts
    as they become due and payable or any interest or premium thereon, when due
    or any other default under any agreement or instrument relating to any such
    debt or any other event, shall occur if the effect of such default or event
    is to accelerate, or to permit the acceleration of, the maturity of such
    debt the effect of which would have an adverse material effect on Borrower;

    (f)  INSOLVENCY.  Borrower or any Guarantor shall generally not pay its or
    their debts, as such debts become due, or shall admit in writing its
    inability to pay its debts, generally winding up or composing or
    readjusting such debt, or shall make a general assignment for the benefit
    of creditors; or any proceeding shall be instituted by or against Borrower
    or any of its subsidiaries or any affiliates seeking to adjudicate it as
    bankrupt or insolvent, which proceedings are not dismissed within 60 days,
    or seeking liquidation, dissolution, winding up, reorganization,
    arrangement, adjustment, protection, relief, or composition of it or its
    debts under any law relating to bankruptcy, insolvency or reorganization or
    shall apply for or consent to the appointment of, or the taking of
    possession by, a receiver, custodian, trustee, or liquidator of Borrower or
    any Guarantor or any one of them or of all or any substantial part of the
    property of any one of them, or relief of debtors, or seeking the entry of
    an order for relief or the appointment of a receiver, trustee, or other
    similar official for it or for any substantial part of its property; or
    Borrower or any of its subsidiaries shall take any action to authorize any
    of the actions set forth above in this subsection.

    (g)  MONEY JUDGMENTS.  Any judgment or final order for the payment of
    money, the payment or non-payment of which would have a material adverse
    effect on Borrower, shall be rendered against Borrower and (i) enforcement
    proceedings shall have been commenced by any creditor upon such judgment or
    order and (ii) there shall be a period of ten (10) consecutive days during
    which a stay of enforcement of such judgment or order, by reason of a
    pending appeal, continuance of such case or proceeding or otherwise, shall
    not be in effect, unless the validity thereof shall be continually
    contested in good faith, by appropriate proceedings diligently pursued.
    Borrower shall have set aside on its books adequate and properly designated
    reserves satisfactory to Lender with respect thereto;

    (h)  MATERIAL CHANGE IN LOAN DOCUMENT.  Any material provision of any Loan
    Document shall for any reason cease to be valid and binding on any party
    thereto and such invalidity cannot be remedied within ten (10) days;

    (i)  DEFAULT IN BUSINESS OPERATIONS.  Borrower shall default in the
    performance of any material obligation or payment owing under any of
    Borrower's franchise licenses or franchise agreements which default would
    have a material adverse effect on Borrower; or

    (j)  GUARANTY REVOKED.  Any Guarantor shall purport to revoke, terminate or
    otherwise not be bound by the Guaranty as to any future Advances or 
    indebtedness.

    SECTION 5.02. REMEDIES.  Upon the occurrence of an Event of Default, 
referred to in Section 5.01(f), all amounts payable under the Notes shall 
become forthwith due and payable and the Lender's obligation to make advances 
shall terminate.  Lender shall have all the remedies hereinafter provided and 
upon the occurrence of any other Event of Default, Lender may, without notice 
or demand, exercise any one or more of the following remedies: (i) terminate 
this Agreement; (ii) declare 

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the Notes and all amounts payable thereunder and under this Agreement to be 
forthwith due and payable, whereupon the Notes, and all such amounts shall 
become and be forthwith due and payable, without presentment, demand, notice, 
protest or further notice of any kind, all of which are hereby expressly 
waived by Borrower; (iii) assert payment pursuant to the Guaranty; and (iv) 
exercise any other right or remedy which may be available to Lender under any 
applicable law or proceed by appropriate court action to enforce the terms 
hereunder or recover damages for the breach hereof.  The foregoing remedies 
are cumulative and in addition to, and not exclusive of, any other remedies 
and rights of Lender under applicable law, the Loan Documents or otherwise.

                                   ARTICLE VI
                                  MISCELLANEOUS

    SECTION 6.01. AMENDMENTS, ETC..  No amendment or waiver of any provision 
of the Loan Documents nor consent to any departure by Borrower therefrom, 
shall in any event be effective unless the same shall be in writing and 
signed by Lender and then such waiver or consent shall be effective only in 
the specific instance and for the specific purpose for which given.

    SECTION 6.02. NOTICES. ETC..  All notices and communications required or 
permitted under this Agreement shall be in writing and shall be delivered by 
hand, by facsimile transmission, by registered or certified mail, postage 
prepaid, or by overnight courier, addressed as follows:

        If to Borrower:
        Grease Monkey International, Inc.
        216 Sixteenth Street, Suite 1100
        Denver, Colorado 80202
        Financial and Legal Departments

        If to Lender:
        Citicorp Leasing, Inc.
        2600 Michelson Drive, 12th Floor
        Irvine, California 92612
        Attn: 
              ------------------------------

All notices and communications shall be effective upon the earlier of actual 
receipt or, if delivered by mail, five days after being deposited in the 
mail, postage prepaid and addressed as required by this Section 6.02. Either 
party may, by written notice so delivered to the other, change the address to 
which delivery shall thereafter be made.

    SECTION 6.03. NO WAIVER; REMEDIES.  No failure on the part of the Lender 
to exercise, and no delay in exercising, any right under any Loan Document 
shall operate as a waiver thereof, nor shall any single or partial exercise 
of any right under any Loan Document preclude any other or further exercise 
thereof or the exercise of any other right.  The remedies provided in the 
Loan Documents are cumulative and not exclusive of any remedies provided by 
law.

    SECTION 6.04. ACCOUNTING TERMS.  All accounting terms not specifically 
defined herein shall be construed in accordance with generally accepted 
accounting principles consistently applied, except as otherwise stated herein.

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    SECTION 6.05. COSTS, EXPENSES AND TAXES.  Borrower agrees to pay on 
demand all reasonable fees, costs and expenses with respect to negotiations 
with Borrower or other creditors of Borrower arising out of any Event of 
Default or circumstances which may give rise to an Event of Default and with 
respect to presenting claims or otherwise participation or monitoring any 
bankruptcy, insolvency or similar proceeding involving creditors rights 
generally and any proceeding ancillary thereto, enforcement of the Loan 
Documents upon default or otherwise and the other documents to be delivered 
under the Loan Documents. Borrower also agrees that Lender may apply any such 
fees, costs and expenses incurred or reasonably anticipated to be incurred 
against any Advance hereunder to the extent that the funds in any security 
deposit provided by Borrower to Lender are not sufficient to pay such fees, 
costs and expenses.  In addition, Borrower shall pay any and all stamps, 
taxes and fees payable or determined to be payable in connection with the 
execution, delivery, filing and recording of the Loan Documents and the other 
documents to be delivered under the Loan Documents, and agrees to save Lender 
harmless from and against any and all liabilities with respect to or 
resulting from any delay in paying or omission to pay such taxes and fees.

    SECTION 6.06. BINDING EFFECT: SUCCESSORS AND ASSIGNS.  This Agreement 
shall be binding upon and inure to the benefit of Borrower and Lender and 
their respective successors and assigns, except that Borrower shall not have 
the right to assign its rights or obligations hereunder or any interest 
herein without the prior written consent of Lender.

    SECTION 6.07. SURVIVAL OF REPRESENTATIONS.  All covenants, agreements, 
representations and warranties made herein and in the other Loan Documents 
shall survive the making of the Advances by Lender to Borrower herein 
contemplated and the execution and delivery by the Borrower of the Notes and 
shall continue in full force and effect so long as any portion of any Note 
remains outstanding and unpaid.

    SECTION 6.08. COUNTERPARTS.  This Agreement may be executed in two or 
more counterparts, each of which shall constitute an original, but all of 
which when taken together shall constitute one and the same Agreement.

    SECTION 6.09. INDEPENDENT PARTIES.  Lender and Borrower are not and shall 
not be considered as joint venturers, partners or agents of the other for 
purposes of fulfilling the obligations of this Agreement and neither shall 
have the power to bind or obligate the other.  Lender shall not be liable for 
any of the debts or other liabilities contracted by or due from Borrower and 
Borrower shall hold Lender free and harmless therefrom.

    SECTION 6.10. EFFECT OF WAIVERS.  The waiver by Lender of any breach by 
Borrower of any term, covenant or condition of this Agreement shall not be 
deemed a waiver of any subsequent or continuing breach of the same or any 
other term, covenant or condition.

    SECTION 6.11. CONSTRUCTION.  All reference herein in the singular shall 
be construed to include the plural where applicable, and the masculine to 
include the feminine or neuter gender where applicable, and all covenants, 
agreements and obligations herein assumed by the parties shall be deemed to 
be joint and several covenants, agreements and obligations.  The captions 
used in this Agreement are for identification only and are not part of this 
Agreement.

    SECTION 6.12. SEVERABILITY.  In case any one or more of the provisions 
contained in this 

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<PAGE>

Agreement, the Notes or other Loan Documents should be invalid, illegal or 
unenforceable in any respect, the validity, legality or enforceability of the 
remaining provisions contained herein and therein shall not in any way be 
affected or impaired thereby.

    SECTION 6.13. ENTIRE AGREEMENT.  This Agreement supersedes any and all 
other oral or written agreements between the parties hereto with respect to 
the subject matter hereof and, together with the other Loan Documents 
executed concurrently herewith or subsequent hereto, contains all of the 
covenants and agreements between the said parties with respect to said 
matter.  The parties acknowledge that no one nor any one on behalf of them, 
has made any representations, inducements, promises or agreements, orally or 
otherwise respecting the subject matter of this Agreement or respecting any 
other subject matter, which are not embodied herein.

    SECTION 6.14. CONFLICTING PROVISIONS.  The provisions of this Agreement 
are not intended to supersede the provisions of the other Loan Documents but 
shall be construed as supplemental thereto.  However, in the event of any 
conflict or inconsistency between the provisions hereof and any provisions of 
the other Loan Documents which cannot be reconciled using an interpretation 
most favorable to Lender, it is intended that the provisions of this 
Agreement shall control, except with respect to provisions in any Loan 
Document required by applicable state law.

    SECTION 6.15.  WAIVER OF DEFENSES.  Borrower agrees that in the event 
that any of them is held or found to be a guarantor, surety or the equivalent 
that each of them waives any and all right to assert against Lender any claim 
or defense based upon an election of remedies by Lender which in any manner 
impairs, effects, reduces, releases, destroys and/or extinguishes their 
subrogation rights and/or their right to proceed against any Borrower or any 
party for reimbursement and/or any other rights they may have against any 
other person or security.  Borrower waives any right to require Lender to (a) 
proceed against any Borrower or other party; (b) proceed against or exhaust 
any security held from any Borrower, or; (c) pursue any other remedy in 
Lender's power whatsoever.  Borrower waives any defense arising by reason of 
any disability or other defense of any Borrower or by reason of the cessation 
from any cause whatsoever of the liability of any Borrower.  Borrower agrees 
that nothing shall discharge or satisfy the liability of Borrowers hereunder 
except the full payment and performance of all of Borrower's debts and 
obligations to Lender with interest.  Any and all present and future debts 
and obligations of Borrower to each other are hereby waived and postponed in 
favor of and subordinated to the full payment and performance of all 
indebtedness of Borrower to Lender.  All monies or other property of Borrower 
at any time in Lender's possession may be held by Lender as security for any 
and all obligations of Borrower to Lender no matter how or when arising, 
whether absolute or contingent, whether due or to become due, and whether 
under this Agreement or otherwise.  Borrower waives all presentments, demands 
for performance, notices of nonperformance, protests, notices of protest, 
notices of dishonor, notices of default, notices of acceptance of this 
Agreement and of the existence, creation or incurring of new or additional 
indebtedness, notice of any and all favorable and unfavorable information, 
whether financial or otherwise, about Borrower, heretofore, now, or hereafter 
learned or acquired by Lender and all other notices to which Borrower might 
otherwise be entitled, and the right to the marshaling of any assets prior to 
any remedy being exercised by Lender hereunder.

    SECTION 6.16. GOVERNING LAW.  This Agreement shall be governed and 
construed in accordance with the internal laws of the State of Virginia 
without regard to the conflict of laws provisions thereof.

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<PAGE>

    SECTION 6.17. PARTICIPATIONS.  Lender shall have the right at any time 
without the consent of Borrower to sell, assign, transfer, negotiate or grant 
participations in all or part of the obligations of Borrower outstanding 
under this Agreement or the Notes evidencing such obligations to Lender.  
Lender may assign, as collateral or otherwise, to one or more banks 
(including Federal Reserve Banks) or other entities all or a portion of its 
rights (including, without limitation, right to payments of principal and/or 
interest on the Notes) and/or obligations under this Agreement without notice 
to or consent of Borrower.  Borrower hereby acknowledges and agrees that any 
such disposition will give rise to a direct obligation of Borrower to the 
participant or assignee and the participant or assignee shall for all 
purposes (except as herein provided), where relevant, hereof be considered to 
be Lender.

    SECTION 6.18. WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO THIS 
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, 
DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY 
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION 
HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE 
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT 
OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN 
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH 
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN 
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT 
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT 
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN 
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN 
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO 
TRIAL BY JURY.

    SECTION 6.19. CONSENT TO DISCLOSURE.  Borrower agrees that any 
information provided by Borrower pursuant to or in connection with the Loan 
Documents and information regarding payments or defaults may be disclosed to 
Guarantor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their respective duly authorized and empowered officers as of the 
date first above written.

GREASE MONKEY INTERNATIONAL, INC.,  ("BORROWER")
a Colorado Corporation

By: /s/ Charles E. Steinbrueck
Its: President and CEO
Address: 216 16th Street, Suite 1100
         Denver, CO  80202




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<PAGE>

CITICORP LEASING, INC., ("LENDER")
a Delaware corporation
By: 
    ---------------------------
Its:  Vice President
Address:  2600 Michelson Drive, Suite 1200
          Irvine, CA 92612

                                       
              READ, ACKNOWLEDGED AND AGREED TO BY THE GUARANTORS


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