**Exhibit
      99.1**




**GLOBAL
      TRUCK WASH FACILITY**


**ACQUISITION
      AGREEMENT**




THIS
      GLOBAL TRUCK WASH FACILITY ACQUISITION AGREEMENT (" Agreement ")
      is
      entered into this 30 th day of
      December, 2005, to be effective as of January 1, 2006 (" Effective
      Date ")
      by and
      between EAGLE UNITED TRUCK WASH, LLC, a Colorado limited liability company
      (" Eagle "
      or
      " Purchaser "),
      and
      MACE TRUCK WASH, INC., a Delaware **c** orporation
      (" Mace "
      or
      " Seller ").
      Eagle
      and Mace are sometimes herein referred to collectively as " Parties "
      or
      individually as a " Party ".




**RECITALS**




A.  Mace
      is
      the fee title owner of certain real property located in Amarillo, Texas (the
      " Amarillo
      Property ").
      The
      Amarillo Property is legally described on Exhibit
      A attached
      hereto.




B.  Mace
      is
      the fee title owner of certain real property located in Eloy, Arizona (the
      " Eloy
      Property ").
      The
      Eloy Property is legally described on Exhibit
      B attached
      hereto.




C.  Mace
      is
      a: (i) tenant under the four leases (the " Leases ")
      described on Exhibit
      C attached
      hereto; (ii) the operator of five (5) truck wash facilities (the
      " Facilities "
      or a
      " Facility "),
      all
      of which are more particularly described on Exhibit
      D attached
      hereto; and (iii) the owner of certain operating assets and improvements
      located at the Facilities.




D.  Eagle
      desires to: (i) lease the Amarillo Property; (ii) lease the Eloy Property;
      and (iii) sublease from Mace, the premises subject to the Leases
      (" First
      Closing ").




E.  Eagle
      further desires to not later than two (2) years after the First Closing, (i)
      purchase the Amarillo Property and Eloy Property (collectively the " Properties ")
      and
      all of Mace's right, title, and interest in and to all of the operating assets
      and improvements located at the Facilities and owned by Mace with respect to
      each of the Facilities and (ii) terminate the subleases and assume and acquire
      from Mace by assignment, all of Mace's rights and obligations as tenant under
      the Leases (" Second
      Closing ").




**AGREEMENT**




NOW,
      THEREFORE, in consideration of the mutual promises contained herein and other
      good and valuable consideration, the parties hereto, intending to be legally
      bound, hereby agree as follows:




1.  Incorporation
      of Recitals .
      The
      above recitals are hereby incorporated into this Agreement as substantive
      provisions hereof.




2.  Amarillo
      Property .




2.1  Direct
      Lease of Property, Improvements and Assets .
      At the
      First Closing of the transaction contemplated by this Agreement, and as provided
      in Section 8 hereof, Eagle shall lease the Amarillo Property (together with
      all
      improvements and truck wash operating assets located at the Facility) from
      Mace
      and Mace shall lease the Amarillo Property (together with all related fixtures,
      equipment, personal property (excluding inventory), improvements and truck
      wash
      operating assets located at the Facility) to Eagle all in accordance with the
      lease agreement attached hereto as Exhibit E (" Amarillo
      Lease ").







2.2  Obligation
      to Purchase .
      Eagle
      shall be obligated to purchase the Amarillo Property at the Second Closing.
      The
      Second Closing shall occur no later than December 31, 2007. At the Second
      Closing Eagle shall pay Mace the consideration described in Section 5.2
      hereof (" Second
      Closing Purchase Price ").
      At
      the Second Closing, in exchange for the Second Closing Purchase Price, Mace
      shall convey title of the Amarillo Property to Eagle by special warranty deed,
      subject only to the title liens and title exceptions, set forth in Exhibit
      F attached
      hereto. At the Second Closing, Eagle shall pay all costs of the conveyance,
      including without limitation, transfer tax, fees and recording the deed and
      fees
      and taxes due on recording the deed of trust securing the note issued by Eagle
      to Mace as part of the Second Closing Purchase Price. Eagle and Mace allocate
      the Second Closing Purchase Price among the assets it is purchasing on its
      internal books for tax and accounting purposes on a basis mutually agreeable
      to
      the parties and otherwise in conformity with Section 1060 of the Internal
      Revenue Code of 1986 as amended. Each party shall file their respective tax
      returns in accordance with such allocation.




3.  Eloy
      Property .




3.1  Direct
      Lease of Eloy Property .
      At the
      First Closing as provided in Section 8 hereof, Eagle shall lease the Eloy
      Property from Mace and Mace shall lease the Eloy Property to Eagle all in
      accordance with the Lease Agreement attached hereto as Exhibit G (the
      " Eloy
      Lease ").




3.2  Obligation
      to Purchase .
      Eagle
      shall be obligated to purchase the Eloy Property at the Second Closing At the
      Second Closing Eagle shall pay Mace the Second Closing Purchase Price. At the
      Second Closing, in exchange for the Second Closing Purchase Price, Mace shall
      convey title of the Eloy Property to Eagle by special warranty deed, subject
      only to the title liens and title exceptions, set forth in Exhibit
      H attached
      hereto. At the Second Closing, Eagle shall pay all costs of the conveyance,
      including without limitation, transfer tax, fees and recording the deed and
      fees
      and taxes due on recording the deed of trust securing the note issued by Eagle
      to Mace as part of the Second Closing Purchase Price.




4.  Leases
      and Related Facilities, Improvements and Equipment .




4.1  London
      Ohio Facility .




4.1.1  Sublease .
      At the
      First Closing, and as provided in Section 8 hereof, Mace shall sublease to
      Eagle, in the form attached hereto as Exhibit I ,
      all of
      its right, title and interest in and to the leases related to the London Ohio
      Facility as described on Exhibit C-1 hereof
      together with all related fixtures, personal property (excluding inventory)
      and
      equipment located at such facility. Such sublease shall provide that Seller
      shall indemnify, defend and hold Purchaser harmless from all claims arising
      out
      of or related to such facility on or prior to the First Closing and that
      Purchaser shall indemnify, defend and hold Seller harmless from all claims
      arising out of or related to such facility after the First Closing, as more
      particularly set forth in the sublease which sublease provisions shall
      govern.




2


4.1.2  Assignment. At
      the
      Second Closing, and as provided in Section 8 hereof, Mace and Eagle shall
      terminate the sublease and shall assign to Eagle in the form attached hereto
      as Exhibit
      J all of
      Mace's right, title and interest in and to the leases related to the London
      Ohio
      Facility as described on Exhibit
      C-1 hereof
      and Eagle shall accept such assignment and indemnify Mace against all
      obligations under such leases.




4.1.3  Consents .
      In
      conjunction with the sublease described in Section 4.1.1 hereof, Mace shall
      obtain the landlord consent required for the sublease related to the London
      Ohio
      Facility as a condition precedent to the First Closing. In conjunction with
      the
      assignment described in Section 4.1.2 hereof, Mace and Eagle shall obtain the
      landlord consents required for the assignment related to the London Ohio
      Facility as a condition precedent to the Second Closing.




4.2  Holbrook
      Arizona Facility .




4.2.1  Sublease .
      At the
      First Closing, and as provided in Section 8 hereof, Mace shall sublease to
      Eagle, in the form attached hereto as Exhibit I ,
      all of
      its right, title and interest in and to the leases related to the Holbrook
      Arizona Facility as described on Exhibit C-2 hereof
      together with all related fixtures, personal property (excluding inventory)
      and
      equipment located at such facility. Such sublease shall provide that Seller
      shall indemnify, defend and hold Purchaser harmless from all claims arising
      out
      of or related to such facility on or prior to the First Closing and that
      Purchaser shall indemnify, defend and hold Seller harmless from all claims
      arising out of or related to such facility after the First Closing as more
      particularly set forth in the sublease which sublease provisions shall
      govern.




4.2.2  Assignment .
      At the
      Second Closing, and as provided in Section 8 hereof, Mace and Eagle shall
      terminate the sublease and shall assign to Eagle in the form attached hereto
      as Exhibit
      J all of
      Mace's right, title and interest in and to the leases related to the Holbrook
      Arizona Facility as described on Exhibit
      C-2 hereof
      and Eagle shall accept such assignment and indemnify Mace against all
      obligations under such leases.




4.2.3  Consents .
      In
      conjunction with the sublease described in Section 4.2.1 hereof, Mace shall
      obtain the landlord consent required for the sublease related to the Holbrook
      Arizona Facility, as a condition precedent to the First Closing. In conjunction
      with the assignment described in Section 4.2.2 hereof, Mace and Eagle shall
      obtain the landlord consents required for the assignment related to the London
      Ohio Facility, as a condition precedent to the Second Closing..




4.2.4  Close
      Down of Facility .
      The
      parties acknowledge that immediately after the Closing, Eagle shall close down
      the operations of the Holbrook Arizona Facility. **** Purchaser
      shall remain obligated to pay all monetary obligations under the leases set
      forth in Exhibit
      C-2 until
      they terminate.




4.3  Eloy
      Arizona Facility .




3


4.3.1  Sublease .
      At the
      First Closing , and as provided in Section 8 hereof, Mace shall sublease to
      Eagle, in the form attached hereto as Exhibit I ,
      all of
      its right, title and interest in and to the leases related to the Eloy Arizona
      Facility as described on Exhibit C-3 hereof
      together with all related fixtures, personal property (excluding inventory)
      and
      equipment located at such facility. Such sublease shall provide that Seller
      shall indemnify, defend and hold Purchaser harmless from all claims arising
      out
      of or related to such facility on or prior to the First Closing and that
      Purchaser shall indemnify, defend and hold Seller harmless from all claims
      arising out of or related to such facility after the First Closing as more
      particularly set forth in the sublease which sublease provisions shall
      govern.




4.3.2  Assignment .
      At the
      Second Closing, and as provided in Section 8 hereof, Mace and Eagle shall
      terminate the sublease and shall assign to Eagle in the form attached hereto
      as Exhibit
      J all of
      Mace's right, title and interest in and to the leases related to the Eloy
      Arizona Facility as described on Exhibit
      C-3 hereof
      and Eagle shall accept such assignment and indemnify Mace against all
      obligations under such leases.




4.3.3  Consents .
      In
      conjunction with the sublease described in Section 4.3.1 hereof, Mace shall
      obtain the landlord consent required for the sublease of the lease related
      to
      the Eloy Arizona Facility, as a condition precedent to the First Closing. In
      conjunction with the assignment described in Section 4.3.2 hereof, Mace and
      Eagle shall obtain the landlord consents required for the assignment related
      to
      the Eloy Arizona Facility, as a condition precedent to the Second
      Closing.




4.4  Lake
      Station Indiana Facility .




4.4.1  Sublease .
      At the
      First Closing , and as provided in Section 8 hereof, Mace shall sublease to
      Eagle, in the form attached hereto as Exhibit I ,
      all of
      its right, title and interest in and to the leases related to the Lake Station
      Indiana Facility as described on Exhibit C-4 hereof
      together with all related fixtures, personal property (excluding inventory)
      and
      equipment located at such facility. Such sublease shall provide that Seller
      shall indemnify, defend and hold Purchaser harmless from all claims arising
      out
      of or related to such facility on or prior to the First Closing and that
      Purchaser shall indemnify, defend and hold Seller harmless from all claims
      arising out of or related to such facility after the First Closing as more
      particularly set forth in the sublease which sublease provisions shall
      govern.




4.4.2  Assignment .
      At the
      Second Closing, and as provided in Section 8 hereof, Mace and Eagle shall
      terminate the sublease and shall assign to Eagle in the form attached hereto
      as Exhibit
      J all of
      Mace's right, title and interest in and to the leases related to the Lake
      Station Indiana Arizona Facility as described on Exhibit
      C-4 hereof
      and Eagle shall accept such assignment and indemnify Mace against all
      obligations under such leases.




4.4.3  Consents .
      In
      conjunction with the sublease described in Section 4.4.1 hereof, Mace shall
      obtain of the landlord consent required for the sublease of the leases related
      to the Lake Station Indiana Facility , as a condition precedent to the First
      Closing. In conjunction with the assignment described in Section 4.4.2 hereof,
      Mace and Eagle shall obtain the landlord consents required for the assignment
      related to the Eloy Arizona Facility, as a condition precedent to the Second
      Closing.




4


5.  Payments
      Due Mace .




5.1  Lease
      and Sublease Consideration .
      In
      consideration for the Lease of the Amarillo Property, the Lease of the Eloy
      Property and the subleases for the London Ohio Facility, Holbrook Arizona
      Facility, Eloy Arizona Facility, and Lake Station Indiana Facility as described
      in Sections 2.1, 3.1, 4.1.1, 4.2.1, 4.3.1 and 4.4.1 hereof, Eagle agrees to
      (i) assume and pay all of Mace's monetary obligations under the Leases that
      accrue after Closing, as set forth in each sublease agreement and in the vendor
      contracts listed on Exhibit K ;
      and
      (ii) on a monthly basis, by no later than the 5th day of each month
      hereafter beginning January 5, 2006, pay Mace the sum of $9,000. Eagle' s
      obligation to pay Mace the monthly payment under Section 5.1(ii) hereof
      shall cease at such time as the Second Closing occurs and Eagle pays Mace the
      Second Closing Price. If any monthly payment of $9,000 is not paid when due,
      Mace may on written notice to Eagle, and after applicable notice and cure
      periods as provided in such Lease have expired, cancel the Lease of the Amarillo
      Property, the Lease of the Eloy Property and the subleases for the London Ohio
      Facility, Holbrook Arizona Facility, Eloy Arizona Facility, and Lake Station
      Indiana Facility and take physical possession of the aforesaid properties and
      facilities.




5.2  Second
      Closing Purchase Price .
      Upon
      the Second Closing as contemplated by Sections 2.2 , 3.2, 4.1.2, 4.2.2, 4.3.2,
      and 4.4.2 hereof, Eagle shall be obligated to pay Mace the sum of $1,200,000
      payable as follows: (i) $280,000 (" Cash
      Payment ")
      in
      cash or wire transfer of federal funds at the Second Closing; and (ii) the
      sum of $920,000.00 by delivering to Mace of a recourse promissory note
      (" Note ")
      in the
      form attached hereto as Exhibit L .
      The
      Note shall be secured by a first priority deed of trust and security interest
      (" Deed
      of Trust ")
      on the
      Amarillo Property, the Eloy Property, the leasehold interests of Eagle in the
      Leases for the London Ohio Facility, Holbrook Arizona Facility, Eloy Arizona
      Facility, and Lake Station Indiana Facility and the personal property located
      on
      the Facilities in the form attached hereto as Exhibit M .
      The
      financial terms of the Note are to be as follows: interest at 9% per annum,
      term
      of five (5) years from the Second Closing and monthly payments based on a
      fifteen year amortization of the principal and interest.




6.  Due
      Diligence .




6.1  Due
      Diligence Materials To Be Delivered .
      To the
      extent such items are in Seller's possession and not previously delivered to
      Purchaser, Seller shall deliver to Purchaser the following (the " Property
      Information ")
      on or
      before December 31, 2005 (the " Property
      Information Delivery Date ").




6.1.1  Financial
      Information .
      A copy
      of any and all operating statements and a summary of capital expenditures
      pertaining to the Properties and the Facilities for the twenty-four (24) months
      preceding the Effective Date of this Agreement or such lesser period as Seller
      has owned the Properties and Facilities (" Operating
      Statements ");




5


6.1.2  Leases
      and other Contracts .
      A copy
      of any and all current lease(s) Seller has entered into with tenants (the
      " Leases "),
      as
      well as any and all contracts with third parties affecting the Properties and
      the Facilities in any way, including easement agreements, maintenance or service
      contracts, licenses to use any portion of the Properties and the Facilities
      for
      any purpose (the " Contracts ");




6.1.3  Environmental
      Reports .
      A copy
      of any and all environmental reports or site assessments related to the
      Properties and the Facilities prepared for the benefit of Seller;




6.1.4  Tax
      Statements .
      A copy
      of ad valorem tax statements related to the Properties and the Facilities for
      the current tax period;




6.1.5  Title
      and Survey .
      A copy
      of Seller's most current title insurance information and survey of the
      Properties and the Facilities; and




6.1.6  Licenses,
      Permits and Certificates of Occupancy .
      A copy
      of any and all licenses, permits and certificates of occupancy relating to
      the
      Properties and the Facilities.




6.2  Due
      Diligence Materials To Be Made Available .
      To the
      extent such items are in Seller's possession, Seller shall make available to
      Purchaser for Purchaser's review the following items and information (the
      " Additional
      Property Information ")
      on or
      before the Property Information Delivery Date, and Purchaser at its expense
      shall have the right to make copies of same.




6.2.1  Maintenance
      Records and Warranties .
      Maintenance work orders for the twelve (12) months preceding the Effective
      Date
      of this Agreement and warranties, if any, on roofs, air conditioning units,
      fixtures and equipment located at the Facilities; and




6.2.2  Plans
      and Specifications .
      Building plans and specifications relating to the Facilities and
      Properties.




6.3  Physical
      Due Diligence .
      Commencing on the Effective Date and continuing until the Closing, Purchaser
      shall have reasonable access to the Properties and Facilities at all reasonable
      times during normal business hours, upon appropriate notice to Seller for the
      purpose of conducting reasonably necessary tests, including surveys and
      architectural, engineering, geotechnical and environmental inspections and
      tests.




6.4  Due
      Diligence/Termination Right .
      Purchaser shall have from the Effective Date through the December 31, 2005
      (the
      " Inspection
      Period ")
      in
      which to (i) examine, inspect, and investigate the Property Information and
      the Additional Property Information (collectively, the " Property
      Documents ")
      and
      the Properties and the Facilities and, in Purchaser's sole and absolute judgment
      and discretion, determine whether the Properties and Facilities are acceptable
      to Purchaser, (ii) obtain all necessary internal approvals, and
      (iii) satisfy all other contingencies of Purchaser. Notwithstanding
      anything to the contrary in this Agreement, Purchaser may terminate this
      Agreement for any reason or no reason by giving written notice of termination
      to
      Seller (the " Due
      Diligence Termination Notice ")
      on or
      before the last day of the Inspection Period. If Purchaser does not give a
      Due
      Diligence Termination Notice, this Agreement shall continue in full force and
      effect, Purchaser shall be deemed to have waived its right to terminate this
      Agreement pursuant to this Section 6.4, and Purchaser shall be deemed to have
      acknowledged that it has received or had access to all Property Documents and
      conducted all inspections and tests of the Properties and the Facilities that
      it
      considers important.




6


6.5  Return
      of Documents .
      If this
      Agreement terminates for any reason other than Seller's default hereunder,
      Purchaser shall promptly return and/or deliver to Seller all Property Documents
      (together with a copy of any environmental audit or study commissioned by
      Purchaser and any survey and title report provided to Purchaser) and copies
      thereof. Purchaser's obligation to deliver the Property Documents shall survive
      the termination of this Agreement.




6.6  Purchaser's
      Responsibilities .
      In
      conducting any inspections, investigations or tests of the Properties and the
      Facilities and/or Property Documents, Purchaser and its agents and
      representatives shall: (i) not damage any part of the Properties and the
      Facilities; (ii) not injure or otherwise cause bodily harm to Seller or
      Seller's agents, guests, invitees, contractors and employees or any tenants
      or
      their guests or invitees; (iii) comply with all applicable laws; (iv) promptly
      pay when due the costs of all tests, investigations, and examinations done
      with
      regard to the Properties and the Facilities; (v) not permit any liens to
      attach to the Properties and the Facilities by reason of the exercise of its
      rights hereunder; and (vi) repair any damage to the Properties and the
      Facilities resulting directly or indirectly from any such inspection or tests.
      Purchaser agrees to indemnify, defend and hold Seller harmless from any breach
      of its obligations hereunder.




6.7  Environmental
      Studies .
      If
      prior to the First Closing, Purchaser obtains or otherwise receives any reports,
      tests or studies regarding contamination of, or other environmental concerns
      relating to, the Properties and the Facilities and such reports, tests or
      studies indicate the existence or reasonable potential existence of any
      contamination of any portion of the Properties and the Facilities that are
      not
      disclosed in the Property Documents and which causes the Purchaser's lenders
      not
      to issue firm loan commitments, then either party may terminate this Agreement
      by giving written notice to the other within ten (10) business days after
      Purchaser has provided Seller with copies of such reports, tests or studies,
      whereupon the parties shall have no further obligations hereunder except for
      obligations that expressly survive the termination hereof.




7.  Operations
      and Risk of Loss .




7.1  Ongoing
      Operations .
      From
      the Effective Date through the date of the First Closing:




7.1.1  Leases
      and Contracts .
      Seller
      will perform all of its material obligations under all existing Leases and
      Contracts.




7


7.1.2  New
      Contracts .
      Seller
      will not enter into any contract that will be an obligation affecting the
      Properties or Facilities subsequent to the First Closing, except contracts
      entered into in the ordinary course of business that are terminable without
      cause and without the payment of any termination penalty.




7.1.3  Maintenance
      of Fixtures and Improvements .
      Subject
      to Sections 7.2 and 7.3, Seller, prior to the First Closing shall maintain
      all
      fixtures and improvements substantially in their present condition (ordinary
      wear and tear and casualty excepted) and in a manner consistent with Sellers
      customary business practices. The Purchaser has inspected the Facilities, all
      fixtures and improvements and accept them in their current "as is condition."
      After the First Closing, Purchaser shall maintain all fixtures and improvements
      substantially in their present condition (ordinary wear and tear and casualty
      excepted) and in a manner consistent with good and customary business
      practices.




7.2  Truck
      Wash Pits and London Ohio Roof .




7.2.1  Truck
      Wash Pits .
      At
      least sixty (60) days prior to or after the First Closing, Seller shall pump
      out
      all truck wash pits at each of the Facilities at its sole cost and
      expense.




7.2.2  London
      Ohio Roof .
      Seller
      has contracted for the repair of the roof at the London Ohio Facility. At its
      sole cost Seller shall have the contractor with which Seller contracted complete
      the repair by January 31, 2006, if the weather permits and, if not, as soon
      as reasonably possible.




7.2.3  Survival .
      The
      provision of this Section 7.2 shall survive the First Closing and the Second
      Closing until such time as the obligations hereunder have been completed.




7.3  Damage .
      If
      prior to the First Closing the Properties or Facilities are damaged by fire
      or
      other casualty. Seller shall estimate the cost to repair and the time required
      to complete repairs and will provide Purchaser written notice of Seller's
      estimation (the " Casualty
      Notice ")
      as
      soon as reasonably possible after the occurrence of the casualty. After the
      First Closing, if the Properties or Facilities are damaged by fire or other
      casualty, Purchaser shall at its own cost and expense repair the damage as
      soon
      as reasonably possible after the occurrence of the damage and shall notify
      Seller promptly after the damage occurs and when the repair has been
      made.




7.3.1  Material .
      In the
      event of any Material Damage (as defined below) to or destruction of the
      Properties or Facilities or any portion thereof prior to the First Closing,
      either Seller or Purchaser may, at its option, terminate this Agreement by
      delivering written notice (" Casualty
      Notice ")
      to the
      other on or before the First Closing Date. Upon any such termination, the
      parties hereto shall have no further rights or obligations hereunder, other
      than
      those that by their terms survive the termination of this Agreement. If neither
      Seller nor Purchaser so terminates this Agreement, then the parties shall
      proceed under this Agreement and close on schedule (subject to extension of
      First Closing agreed to by the parties), and as of First Closing, Seller shall
      assign to Purchaser, without representation or warranty by or recourse against
      Seller, all of Seller's rights in and to any resulting insurance proceeds due
      Seller as a result of such damage or destruction and Purchaser shall assume
      full
      responsibility for all needed repairs. For the purposes of this Agreement,
      " Material
      Damage "
      and
      " Materially
      Damaged "
      means
      damage which, in Purchaser's reasonable estimation, exceeds Twenty-Five Thousand
      Dollars ($25,000.00) to repair or which, in Purchaser's reasonable estimation,
      will take longer than thirty (30) days to repair.




8


7.3.2  Not
      Material .
      If the
      Properties or Facilities are not Materially Damaged, then neither Purchaser
      nor
      Seller shall have the right to terminate this Agreement, and Seller shall,
      at
      its option, either (i) repair the damage before the Closing in a manner
      reasonably satisfactory to Purchaser, or (ii) credit Purchaser at Closing for
      the reasonable cost to complete the repair (in which case Seller shall retain
      all insurance proceeds and Purchaser shall assume full responsibility for all
      needed repairs).




7.4  Condemnation .
      If
      prior to the First Closing, proceedings in eminent domain are instituted with
      respect to the Properties or Facilities or any portion thereof, Purchaser may,
      at its option, by written notice to Seller given within ten (10) days after
      Seller notifies Purchaser of such proceedings (and, if necessary, the First
      Closing Date shall be automatically extended to give Purchaser the full ten
      (10)
      day period to make such election), either: (i) terminate this Agreement, in
      which case the parties hereto shall have no further rights or obligations,
      other
      than those that by their terms survive the termination of this Agreement, or
      (ii) proceed under this Agreement, in which event Seller shall, at the Closing,
      assign to Purchaser its entire right, title and interest in and to any
      condemnation award, and Purchaser shall have the sole right after the Closing
      to
      negotiate and otherwise deal with the condemning authority in respect of such
      matter. If Purchaser does not give Seller written notice of its election within
      the time required above, then Purchaser shall be deemed to have elected option
      (i) above. If after the First Closing there are any condemnation proceedings,
      the provision of Article X of the Amarillo Lease and Article X of each of
      the Sublease's for each of the Facilities shall apply to each respective
      Property and Facilities.




8.  Closing
      and Conditions to Closing .




8.1  Closing .
      The
      consummation of the transactions contemplated herein at the First Closing
      (" First
      Closing Date ")
      shall
      occur no earlier then January 1, 2006 and not latter then February 1, 2006.
      The
      exact date of the First Closing will be the first business day between January
      1, 2006 and February 1, 2006 that all conditions to the First Closing have
      occurred. If for any reason the First Closing does not occur by February 1,
      2006
      because a condition of the First Closing did not occur, Purchaser or Seller
      may
      terminate this Agreement or agree to extend the First Closing Date. The First
      Closing shall take place at such location as may be mutually agreed upon by
      Seller and Purchaser. Upon satisfaction or completion of all closing conditions
      and deliveries, the parties shall immediately record and deliver the closing
      documents to the appropriate parties and make disbursements according to the
      closing statements executed by Seller and Purchaser. The Second Closing shall
      occur on the date designated by Purchaser to Seller in writing with thirty
      (30)
      days advance notice. The Second Closing shall take place no latter then December
      31, 2007. If the Second Closing does not occur on or before December 31, 2007,
      for any reason (other than Seller's willful refusal to convey the Amarillo
      Property, the Eloy Pond Property and assign the Leases to Purchaser at the
      Second Closing, notwithstanding Purchaser's tender of the Second Closing
      Purchase Price) the Seller is to turn over to Purchaser possession of the
      Amarillo Property, the Eloy Property, the London Ohio Facility, Holbrook Arizona
      Facility, Eloy Arizona Facility, and Lake Station Indiana Facility to
      Seller.




9


8.2  Conditions
      to Parties' Obligation to Close .
      In
      addition to all other conditions set forth herein, the obligation of Seller,
      on
      the one hand, and Purchaser, on the other hand, to consummate the transactions
      contemplated hereunder at the Closing are conditioned upon the
      following:




8.2.1  Representations
      and Warranties .
      The
      other party's representations and warranties contained herein shall be true
      and
      correct in all material respects as of the date of this Agreement and the First
      Closing Date as to the representations and warranties set forth in Section
      10.1
      and 10.3 and on the Second Closing Date as to the representations and warranties
      set forth in Section 10.2 and Section 10.3;




8.2.2  Deliveries .
      As of
      the Closing Date, the other party shall have tendered all deliveries to be
      made
      at the First Closing, with respect to the First Closing and the Second Closing
      with respect to the Second Closing; and




8.2.3  Actions,
      Suits, etc .
      There
      shall exist no pending or threatened actions, suits, arbitrations, claims,
      attachments, proceedings, assignments for the benefit of creditors, insolvency,
      bankruptcy, reorganization or other proceedings, against the other party that
      would materially and adversely affect the operation or value of the Properties
      or the Facilities or the other Party's ability to perform its obligations under
      this Agreement.




8.2.4  Covenants .
      The
      parties shall have complied with, and performed, all of their respective
      obligations required to complied with or performed prior to the First Closing
      and Second Closing, as applicable, specifically including those obligations
      set
      forth in Sections 7.1 and 7.2 hereof.




So
      long
      as a party is not in default hereunder, if any condition to such party's
      obligation to proceed with the First Closing or Second Closing hereunder has
      not
      been satisfied as of the applicable closing date (or such earlier date as is
      provided herein), such Party may, in its sole discretion, terminate this
      Agreement by delivering written notice to the other party on or before the
      applicable closing date (or such earlier date as may be provided herein), in
      which case the Parties shall have no further rights or obligations, other than
      those that by their terms survive the termination of the Agreement.
      Alternatively, such Party may elect to close (or to permit any such earlier
      termination deadline to pass) notwithstanding the non-satisfaction of such
      condition, in which event such Party shall be deemed to have waived any such
      condition, and there shall be no liability on the part of any other party hereto
      for breaches of representations and warranties of which the party electing
      to
      close had knowledge at the Closing.




8.3  Seller's
      Deliveries First Closing .
      As of
      or prior to the First Closing Date, Seller shall deliver the
      following:




10


8.3.1  Sublease
      of Leases .
      A duly
      executed sublease of leases in the form attached hereto as Exhibit I
      and consents of the Landlords to the Subleases ;




8.3.2  Property
      Leases .
      Duly
      executed versions of the Amarillo Lease and the Eloy Lease;




8.3.3  Authority .
      Evidence of the existence, organization and authority of Seller and of the
      authority of the persons executing documents on behalf of Seller reasonably
      satisfactory to the Purchaser; and




8.3.4  Additional
      Documents .
      Any
      additional documents that the Parties may reasonably require for the proper
      consummation of the transactions contemplated by this Agreement (provided,
      however, no such additional document shall expand any obligation, covenant,
      representation or warranty of Seller or result in any new or additional
      obligation, covenant, representation or warranty of Seller under this Agreement
      beyond those expressly set forth in this Agreement).




8.4  Purchaser's
      Deliveries First Closing .
      As of
      or prior to the First Closing Date, Purchaser shall deliver the
      following:




8.4.1  Sublease
      of Leases .
      A duly
      executed Sublease of Leases in the form attached hereto as Exhibit I ;




8.4.2  Property
      Leases .
      Duly
      executed versions of the Amarillo Lease and the Eloy Lease;




8.4.3  Contract
      Assumption. A duly executed assumption of the Vendor Agreements listed in Exhibit
      J in the
      form of the Assumption Agreement in the form attached as Exhibit
      N .
      Such
      assumption agreement shall provide that Seller shall indemnify, defend and
      hold
      Purchaser harmless from all claims arising out of or related to such contracts
      on or prior to the First Closing and that Purchaser shall indemnify, defend
      and
      hold Seller harmless from all claims arising out of or related to such contracts
      after the First Closing, all as more particularly set forth the Assumption
      Agreement.




8.4.4  Authority .
      Evidence of the existence, organization and authority of Purchaser and of the
      authority of the persons executing documents on behalf of Purchaser reasonably
      satisfactory to the Seller; and




8.4.5  Additional
      Documents .
      Any
      additional documents that Seller may reasonably require for the proper
      consummation of the transaction contemplated by this Agreement (provided,
      however, no such additional document shall expand any obligation, covenant,
      representation or warranty of Purchaser or result in any new or additional
      obligation, covenant, representation or warranty of Purchaser under this
      Agreement beyond those expressly set forth in this Agreement).




11


8.5  Seller's
      Deliveries Second Closing .
      As of
      or prior to the Second Closing Date, Seller shall deliver the
      following:




8.5.1  Assignment
      of Leases .
      A duly
      executed Assignments of Leases in the form attached hereto as Exhibit J ;




8.5.2  Deeds .
      Duly
      executed simple warranty deeds for the Amarillo Property and the Eloy
      Property;




8.5.3  Authority .
      Evidence of the existence, organization and authority of Seller and of the
      authority of the persons executing documents on behalf of Seller reasonably
      satisfactory to the Purchaser; and




8.5.4  Additional
      Documents .
      Any
      additional documents that the Parties may reasonably require for the proper
      consummation of the transactions contemplated by this Agreement (provided,
      however, no such additional document shall expand any obligation, covenant,
      representation or warranty of Seller or result in any new or additional
      obligation, covenant, representation or warranty of Seller under this Agreement
      beyond those expressly set forth in this Agreement).




8.6  Purchaser's
      Deliveries Second Closing .
      As of
      or prior to the Second Closing Date, Purchaser shall deliver the
      following:




8.6.1  Cash .
      The
      cash portion of the Second Closing Purchase Price;




8.6.2  Assignment
      of Leases .
      A duly
      executed Assignments of Leases in the form attached hereto as Exhibit J ;




8.6.3  Note
      and Deeds of Trusts .
      A duly
      executed Note in the form listed in Exhibit
      L and the
      Deeds of Trusts on each of Amarillo Property, the Eloy Property, the London
      Ohio
      Facility, Holbrook Arizona Facility, Eloy Arizona Facility, and Lake Station
      Indiana Facility, in the form attached as Exhibit
      M ;




8.6.4  Authority .
      Evidence of the existence, organization and authority of Purchaser and of the
      authority of the persons executing documents on behalf of Purchaser reasonably
      satisfactory to the Seller; and




8.6.5  Additional
      Documents .
      Any
      additional documents that Seller may reasonably require for the proper
      consummation of the transaction contemplated by this Agreement (provided,
      however, no such additional document shall expand any obligation, covenant,
      representation or warranty of Purchaser or result in any new or additional
      obligation, covenant, representation or warranty of Purchaser under this
      Agreement beyond those expressly set forth in this Agreement).




12


8.7  Closing
      Statements .
      As of
      or prior to the First Closing Date and Second Closing Date, Seller and Purchaser
      shall executed closing statements consistent with this Agreement.




8.8  Consideration .
      At or
      before 10:00 a.m. local time on the First Closing Date, and Second Closing
      Date,
      Purchaser shall deliver, or cause to be delivered, to Seller the consideration,
      plus or minus applicable prorations, in immediate, same-day U.S. federal funds
      wired for credit into Seller's account. If the First Closing Date does not
      occur
      on the first of a month, the Purchaser and Seller agree to pro-rate the rent
      due
      under the Leases for the month in which the closing date occurs.




8.9  Possession .
      Seller
      shall deliver possession of the Properties and Facilities to Purchaser at the
      First Closing. If the Second Closing does not occur by December 31, 2007,
      Purchaser shall deliver back to Seller possession of the Properties and
      Facilities on January 1, 2007.




8.10  Delivery
      of Books and Records .
      After
      the First Closing, Seller shall make available to Purchaser: copies of
      maintenance records and warranties; copies of any plans and specifications
      of
      the Facilities; copies of all licenses in Purchaser's name, copies of all
      permits and certificates of occupancy; copies, contracts, and copies of
      correspondence with tenants and suppliers, and other papers or documents which
      pertain to the Properties and the Facilities; all advertising materials;
      booklets; keys; and other items, if any, to be used in the operation of the
      Properties and the Facilities after the First Closing. After the Second Closing,
      Seller shall make available to Purchaser all originals of the documents, copies
      of which were delivered at the First Closing, to the extent in Seller's
      possession or control, and not otherwise reasonably available to
      Purchaser.




9.  Prorations,
      Deposits and Commissions .




9.1  Prorations .
      At
      First Closing, the following items shall be prorated as of the date of First
      Closing, with all items of income and expense for the Properties and Facilities
      being borne by Purchaser from and after (but including) the date of First
      Closing: rents, fees and other monetary obligations payable by tenants and
      other
      third parties in respect of the Properties and Facilities (collectively,
      " Receivables ")
      ; fees
      and assessments; prepaid expenses and obligations under Contracts; accrued
      operating expenses; real and personal ad valorem taxes (" Taxes ");
      and
      any assessments by private covenant for the then-current calendar year of
      Closing. Specifically, the following shall apply to such prorations and to
      post-Closing collections and allocations:




9.1.1  Taxes .
      If
      Taxes for the year of Closing are not known or cannot be reasonably estimated,
      Taxes shall be prorated based on Taxes for the year prior to Closing. Any
      additional Taxes relating to the year of Closing or prior years arising out
      of a
      change in the use of the Properties and the Facilities or a change in ownership
      shall be assumed by Purchaser effective as of First Closing and paid by
      Purchaser when due and payable, and Purchaser shall indemnify Seller from and
      against any and all such Taxes, which indemnification obligation shall survive
      the First Closing and Second Closing.




13


9.1.2  Utilities .
      Purchaser shall take all steps necessary to effectuate the transfer of all
      utilities to its name as of the First Closing Date, and where necessary, post
      deposits with the utility companies. Seller shall ensure that all utility meters
      are read as of the First Closing Date. Seller shall be entitled to recover
      any
      and all deposits held by any utility company as of the First Closing
      Date.




9.2  Final
      Adjustment After First Closing .
      If
      final bills are not available or cannot be issued prior to Closing for any
      item
      being prorated under Section 9.1, then Purchaser and Seller agree to allocate
      such items on a fair and equitable basis as soon as such bills are available,
      final adjustment to be made as soon as reasonably possible after the First
      Closing. Payments in connection with the final adjustment shall be due within
      thirty (30) days of written notice. All such rights and obligations shall
      survive the First Closing and Second Closing.




9.3  Commissions .
      Seller
      and Purchaser each represent and warrant to the other that no real estate
      brokerage commission is payable to any person or entity in connection with
      the
      transaction contemplated hereby, and each agrees to and does hereby indemnify
      and hold the other harmless against the payment of any commission to any other
      person or entity claiming by, through or under Seller or Purchaser, as
      applicable. This indemnification shall extend to any and all claims,
      liabilities, costs and expenses (including reasonable attorneys' fees and
      litigation costs) arising as a result of such claims and shall survive the
      First
      Closing and Second Closing.




10.  Representations
      and Warranties .




10.1  Seller's
      Representations and Warranties - First Closing .
      Seller
      represents and warrants to Purchaser upon the execution date hereof and again
      at
      the First Closing, that:




10.1.1  Leases .
      The
      Leases are each in full force and effect and are not in default by any party
      thereto.




10.1.2  Title
      to Assets .
      The
      Seller has, or will have by the First Closing Date, good, valid and marketable
      title to all of the Properties and all operating assets and improvements that
      are owned by it and located at the Facilities, subject to no encumbrance, lien,
      charge, option, right of first refusal, or other restriction of any kind or
      character, except for a first mortgage lien on the Amarillo
      Property.




10.1.3  No
      Tax
      Liens .
      None of
      the Properties nor any of the operating assets or improvements located at the
      Facilities are subject to any lien in favor of the United States pursuant to
      Section 6321 of the Internal Revenue Code of 1986, as amended (the " Code ")
      for
      nonpayment of federal taxes, or any lien in favor of any state or under any
      comparable provision of state or local law, under which transferee liability
      might be imposed upon the Purchaser under Section 6323 of the Code or any
      comparable provision of state or local law.




10.1.4  Litigation .
      There
      are no outstanding orders, judgments, injunctions, awards or decrees of any
      court, governmental or regulatory body or arbitration tribunal against or
      involving the Properties nor any of the operating assets or improvements located
      at the Facilities. There are no actions, suits or claims against the Seller
      or,
      to the knowledge of the Seller, investigations (whether or not the defense
      thereof or liabilities in respect thereof are covered by insurance) pending
      or,
      to the knowledge of the Seller, threatened against or involving the Properties
      nor any of the operating assets or improvements located at the Facilities,
      nor
      to the best knowledge of the Seller, is there any basis therefor.




14


10.1.5  Authority .
      Seller
      has the full right and authority and has obtained any and all consents required
      to enter into this Agreement and to consummate or cause to be consummated the
      transactions contemplated hereby, except for the landlord consents to the
      Sublease for each of the Leases and the Assignment of the Leases. This Agreement
      has been, and all of the documents to be delivered by Seller at the First
      Closing will be, authorized and executed and constitute, or will constitute,
      as
      appropriate, the valid and binding obligation of Seller, enforceable in
      accordance with their terms.




10.1.6  Conflicts
      and Pending Actions .
      There
      is no agreement to which Seller is a party that is binding on Seller which
      is in
      conflict with this Agreement. As of the Effective Date there is no action or
      proceeding pending or to Seller's knowledge, threatened against Seller or
      relating to the Properties or Facilities, which challenges or impairs Seller's
      ability to execute or perform its obligations under this Agreement.




10.1.7  Notices
      from Governmental Authorities .
      Seller
      has not received from any governmental authority written notice of any material
      violation of any laws applicable (or alleged to be applicable) to the Properties
      or Facilities, or any part thereof, that has not been corrected, except as
      may
      be reflected by the Property Documents or otherwise disclosed in writing to
      Purchaser. Seller hereby puts Purchaser on notice that the waste water discharge
      pond located on the Eloy Property is permitted under Aquifier Protection Permit
      No P-100294 issued to Red Baron Truck Washes, Inc. (" Eloy
      Permit ").
      Seller has applied with the Arizona Department of environmental Quality for
      a
      transfer of the Eloy Permit to Seller, but the transfer has not yet occurred.
      The Eloy Permit requires that the waste water be periodically tested. The Seller
      is in the process of having the required testing performed by a qualified
      laboratory. The tuck wash wastewater from the Eloy Arizona Facility is currently
      going into a septic pit that is periodically pumped out by Seller and is not
      currently going into the waste water discharge pond. Seller is in the process
      of
      repairing pumps to have the wastewater from the Eloy Arizona Facility go into
      the waste water discharge ponds. Seller further puts Purchaser on notice that
      the Indiana Department of Environmental management has put Seller on notice
      that
      on October 18, 2005 the Lake Station Indiana Facility pumped onto the ground
      near the Lake Station Indiana Facility contamination from the wash pits. Seller
      believes that the contaminants have been removed by the Seller.




10.1.8  Sole
      Ownership .
      Seller
      is the sole owners of the Properties and the sole tenant under the Leases,
      free
      and clear of any leases and contracts (other than those disclosed to Purchaser)
      or other occupancy agreements or options or agreements to purchase, lease or
      acquire any interest in the Properties or Facilities.




15


10.1.9  Environmental .
      The
      Properties and Facilities, the use thereof, and any operations now conducted
      at
      the Properties and Facilities, are, currently, to the best of Seller's
      knowledge, in compliance with all applicable Environmental Laws (as hereinafter
      defined), except for the matters disclosed in Section 10.1.7 above. To Seller's
      knowledge, all federal, state and local permits, licenses, registrations and
      authorizations required for the use of the Property have been obtained and
      further, there are currently no violations of such permits, licenses,
      registrations or authorizations, except that the Eloy Permit has not been
      transferred to Seller. To Seller's knowledge, there are no currently outstanding
      claimed, alleged or threatened violations of or liabilities under any
      Environmental Laws with respect to the Properties and Facilities, except as
      disclosed in Section 10.1.7 above, nor are there any present or planned
      discussions or negotiations with any agency regarding the release of any
      Hazardous Substances (as hereinafter defined) except as disclosed in Section
      10.1.7 above, and the Properties and Facilities have not been used for the
      treatment, storage or disposal of any Hazardous Substances, except as permitted
      by the Eloy Permit, as such treatment, storage or disposal may be regulated
      under the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. or
      its
      state counterparts, as amended and/or reauthorized, and regulations promulgated
      thereunder. " Environmental
      Laws "
      means
      all federal, state and local laws, whether common laws, court or administrative
      decisions, statutes, rules, regulations, ordinances, court orders and decrees,
      and administrative orders and all administrative policies and guidelines
      concerning action levels of a governmental authority (federal, state or local)
      now or hereafter in effect relating to the environment, public health,
      occupational safety, industrial hygiene, any Hazardous Substance (including,
      without limitation, the disposal, generation, manufacture, presence, processing,
      production, release, storage, transportation, treatment or use thereof), or
      the
      environmental conditions on, under or about the Properties and Facilities,
      as
      amended and as in effect from time to time (including, without limitation,
      the
      following statutes and all regulations thereunder as amended and in effect
      from
      time to time: the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended, 42 U.S.C. §§ 9601, et seq.; the Superfund
      Amendments and Reauthorization Act of 1986, Title III, 42 U.S.C. §§ 11001, et
      seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act,
      42 U.S.C. §§ 300(f), et seq.; the Solid Waste Disposal Act, 42 U.S.C. §§ 6901,
      et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C.
§§
1801, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
      §§ 6901, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C.
      §§ 1251, et seq.; the Toxic Substances Control Act of 1976, 15 U.S.C. §§ 2601,
      et seq.; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651, et seq.;
      and any successor statutes and regulations to the foregoing. " Hazardous
      Substances "
      means
      (I) all chemicals, materials and substances defined as or included in the
      definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
      "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances,"
      "toxic pollutants," "contaminants" or "pollutants," or words of similar import,
      under any applicable Environmental Law; and (II) all other chemicals, materials
      and substances, exposure to which is prohibited, limited or regulated by any
      governmental authority, including, without limitation, asbestos and
      asbestos-containing materials in any form, lead-based paint, radioactive
      materials, polychlorinated biphenyls (" PCB's "),
      and
      substances and compounds containing PCB's.




16


10.1.10  Disclosure .
      To the
      actual knowledge of Mr. Robert Kramer, the general counsel of Seller (the
      " Knowledge
      Person "),
      neither this Agreement nor any Schedule or Exhibit hereto contains any untrue
      statement of a material fact, or omits any statement of a material fact
      necessary in order to make the statements contained herein or therein not
      misleading. There is no fact or circumstance actually known to the Knowledge
      Person which materially and adversely affects or which may materially and
      adversely affect the Properties or the operating accounts or improvements
      located at the Facilities, which has not been set forth in this Agreement,
      the
      Schedules, Exhibits, certificates or statements, furnished in writing to the
      Purchaser in connection with the transactions contemplated by this Agreement.
      Purchaser has no liability or responsibility under this Section 10.1.10 for
      any
      statement or omission not actually known by the Knowledge Person. Seller hereby
      puts Purchaser on notice that (i) the Facilities and the improvements and
      personal property at the Facilities are generally not in good condition or
      repair, (ii) the business at the Facilities has been declining and the
      reputation of the business conducted by Seller at the Facilities is poor, (iii)
      Purchaser does not know whether its field personnel are honest, (iv) the
      Knowledge Person has no actual knowledge concerning the operating accounts
      of
      the truck wash business conducted at the Facilities, (iv) the Knowledge Person
      has limited actual knowledge about the Facilities the business conducted at
      the
      Facilities and the truck wash business in general and, (v) Purchaser believes
      that the former regional manager of the truck wash business, conducted from
      the
      Facilities, Lee Sorenson, intentionally concealed negative information from
      the
      Knowledge Person.




10.2  Seller's
      Representations and Warranties - Second Closing .
      Seller
      represents and warrants to Purchaser upon the execution date hereof and again
      at
      the Second Closing that:




10.2.1  Leases .
      The
      Seller has not violated any of the Leases. Seller makes no representation or
      warranty concerning Purchaser's violations of the Leases.




10.2.2  Title
      to Assets .
      The
      Seller has good, valid and marketable title to all of the Properties and all
      operating assets and improvements that are owned by it and located at the
      Facilities, subject to no encumbrance, lien, charge, option, right of first
      refusal, or other restriction of any kind or character, except for a first
      mortgage lien on the Amarillo Property.




10.2.3  No
      Tax
      Liens .
      None of
      the Properties nor any of the operating assets or improvements located at the
      Facilities are subject to any lien created by the Seller in favor of the United
      States pursuant to Section 6321 of the Internal Revenue Code of 1986, as amended
      (the " Code ")
      for
      nonpayment of federal taxes, or any lien in favor of any state or under any
      comparable provision of state or local law, under which transferee liability
      might be imposed upon the Purchaser under Section 6323 of the Code or any
      comparable provision of state or local law. Seller makes no representation
      or
      warranty concerning liens created by the Purchaser by Purchaser's failure to
      pay
      it own federal, state or local taxes or the failure of Purchaser to pay real
      estate or other taxes to be paid by Purchaser under the Amarillo Lease, the
      Eloy
      Pond Lease or the Subleases of the other Facilities.




10.2.4  Litigation .
      There
      are no outstanding orders, judgments, injunctions, awards or decrees of any
      court, governmental or regulatory body or arbitration tribunal against Seller,
      the Properties or the Facilities, that would be a lien against or prevent the
      transfer of the Properties or any of the operating assets or improvements
      located at the Facilities.




17


10.2.5  Authority .
      Seller
      has the full right and authority and has obtained any and all consents required
      to enter into this Agreement and to consummate or cause to be consummated the
      transactions contemplated hereby. This Agreement has been, and all of the
      documents to be delivered by Seller at the Second Closing will be, authorized
      and executed and constitute, or will constitute, as appropriate, the valid
      and
      binding obligation of Seller, enforceable in accordance with their
      terms.




10.2.6  Conflicts
      and Pending Actions .
      There
      is no agreement to which Seller is a party that is binding on Seller which
      is in
      conflict with this Agreement. As of the Effective Date there is no action or
      proceeding pending or to Seller's knowledge, threatened against Seller or
      relating to the Properties or Facilities, which impairs Seller's ability to
      execute or perform its obligations under this Agreement.




10.2.7  Notices
      From Governmental Authorization .
      Since
      the First Closing, Seller has not received from any governmental authority
      written notice of any violation of any laws applicable (or alleged to be
      applicable) to the Properties in Facilities, or any part thereof, that has
      not
      been delivered to Purchaser or otherwise disclosed to Purchaser in
      writing.




10.2.8  Sole
      Ownership .
      Seller
      is the sole owners of the Properties and the sole tenant under the Leases,
      free
      and clear of any leases and contracts (other than those disclosed to Purchaser)
      or other occupancy agreements or options or agreements to purchase, lease or
      acquire any interest in the Properties or Facilities.




10.2.9  Environmental .
      Since
      the First Closing, Seller has not utilized the Properties or Facilities in
      any
      way that would constitute a violation of Environmental Laws (excluding for
      this
      purpose any use of the Properties or Facilities by Purchaser under the Leases
      or
      Subleases or any action taken by the parties under Section 12.3 hereof, or
      the
      exercise by Seller of any of its remedies under this Agreement, the Leases
      or
      Subleases).




10.3   Purchaser's
      Representations and Warranties .
      Purchaser represents and warrants to Seller at the execution of this Agreement
      and on the First Closing and Second Closing that:




10.3.1  Organization
      and Authority .
      Purchaser has been duly organized and is validly existing as a limited liability
      company in good standing in the State of Colorado. Purchaser has the full right
      and authority and has obtained any and all consents required to enter into
      this
      Agreement and to consummate or cause to be consummated the transactions
      contemplated hereby. This Agreement has been, and all of the documents to be
      delivered by Purchaser at the Closing will be, authorized and properly executed
      and constitute, or will constitute, as appropriate, the valid and binding
      obligation of Purchaser, enforceable in accordance with their
      terms.




10.3.2  Conflicts
      and Pending Action .
      There
      is no agreement to which Purchaser is a party or to Purchaser's knowledge
      binding on Purchaser which is in conflict with this Agreement. There is no
      action or proceeding pending or, to Purchaser's knowledge, threatened against
      Purchaser which challenges or impairs Purchaser's ability to execute or perform
      its obligations under this Agreement.




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10.4  Survival
      of Representations and Warranties .
      The
      representations and warranties set forth in this Article 10 are made as of
      the
      date of this Agreement and are remade on the First Closing Date and Second
      Closing Date as set forth in the Agreement and shall not be deemed to be merged
      into or waived by the instruments of Closing, provided, however, that the
      representations and warranties made in Sections 10.1 and 10.3 shall survive
      the First Closing for a period of two (2) years and the representations and
      warranties made in Sections 10.2 and 10.3 shall survive the Second Closing
      for a
      period of two (2) years (the " Survival
      Period ").
      Each
      party shall have the right to bring an action against the other on the breach
      of
      a representation or warranty hereunder, but only on the following conditions:
      (i) the party bringing the action for breach first learns of the breach after
      Closing and files such action within the Survival Period, and (ii) neither
      party
      shall have the right to bring a cause of action for a breach of a representation
      or warranty unless the damage to such party on account of such breach
      (individually or when combined with damages from other breaches) equals or
      exceeds $5,000.00. Neither party shall have any liability after First Closing
      for the breach of a representation or warranty hereunder of which the other
      party hereto had knowledge as of Closing. The provisions of this Section 10.4
      shall survive the Closing for a period of two (2) years. Any breach of a
      representation or warranty that occurs prior to Closing shall be governed by
      Article 12.




11.  Covenants .




11.1  Eloy
      Permit .
      Seller
      covenants and agrees to exert its commercially reasonable efforts at its cost
      to
      complete the assignment and transfer of the Eloy Permit to Seller, at the
      Seller's cost and expense. Subsequent to completing the assignment and transfer
      under the foregoing sentence, Seller and Purchaser covenant and agree to
      mutually co-operate in causing the Eloy Permit to be transferred by Seller
      to
      Purchaser at Purchaser's sole cost and expense.




11.2  Survival .
      The
      provisions of Article 11 shall survive this Agreement and all transactions
      contemplated herein until completed.




12.  Default
      and Remedies .




12.1  Seller's
      Remedies .
      If
      Purchaser fails to perform its obligations pursuant to this Agreement at or
      prior to First Closing for any reason (except failure by Seller to perform
      hereunder or the failure of a condition precedent to Purchaser's obligation
      to
      perform) or if prior to First Closing any one or more of Purchaser's
      representations or warranties are breached in any material respect, Seller
      shall
      be entitled, as its sole remedy, to terminate this Agreement.




12.2  Purchaser's
      Remedies .
      If
      Seller fails to perform its obligations pursuant to this Agreement for any
      reason (except failure by Purchaser to perform hereunder or the failure of
      a
      condition precedent to Seller's obligation to perform) or if prior to First
      Closing any one or more of Seller's representations or warranties are breached
      in any material respect, Purchaser shall elect, as its sole remedy, to terminate
      this Agreement by giving Seller timely written notice of such election prior
      to
      or at First Closing.




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12.3  Purchaser's
      Remedies After Closing .
      If
      after the First Closing any of the Properties or Facilities are found to be
      in
      violation of any Environmental Laws, Seller acknowledges and agrees that the
      Seller and not the Purchaser shall pay the first third party out-of-pocket
      costs
      and expenses to correct any Environmental Law violations, now known or hereafter
      discovered, that existed prior to the Effective Date ("Pre-Existing
      Environmental Violations"). The obligation of Seller to pay for the first third
      party out-of-pocket costs and expenses of Pre-Existing Environmental Violations
      shall terminate and end on the earlier of (i) the date on which the Note
      described in Section 5.2 is paid, or (ii) such time that Seller has paid One
      Hundred and Ten Thousand ($110,000) Dollars to correct Pre-Existing
      Environmental Violations under the provision of this Section 12.3 and under
      any
      combination of this Section 12.3 and Article IV, Section (d) of the Amarillo
      Lease and/or Article IV, Section (d) of the Eloy Pond Lease, Article IV, Section
      (d) of the Holbrook Sub-Lease, Article IV, Section (d) of the Eloy Sub-Lease,
      Article IV, Section (d) of the London Sub-Lease, and Article IV, Section (d)
      of
      the Lake Station Sub-Lease ("Termination of Seller Obligation"). Until the
      Termination of Seller Obligation, Seller and Purchaser shall consult with each
      other regarding the best and most cost efficient way to cure a Pre-Existing
      Environmental Violation. Once Seller and Purchaser agree on the manner to cure
      a
      Pre-Existing Environmental Violation, they shall co-operate with each other
      in
      the implementation of the cure with Seller paying all third party costs related
      to the cure, until the Termination of Seller Obligation has occurred. If
      Purchaser and Seller are unable to agree for any reason regarding such
      implementation within thirty (30) days of starting such co-operation process,
      the methodology suggested by a reputable environmental firm selected by
      Purchaser and reasonably acceptable to Seller shall govern and be implemented
      by
      the parties. Neither Purchaser nor Seller shall charge for the time its
      personnel spend on implementing a cure of a Pre-Existing Environmental
      Violation.




12.4  Liquidated
      Damages .
      In the
      event Purchaser fails to pay the Second Closing Purchase Price (for reasons
      other than Seller performing its obligations at the Second Closing, as set
      forth
      in this Agreement), Seller's sole remedy shall be to recover liquidated damages
      in the amount of $200,000, cancel the Subleases and the Leases for the Amarillo
      Property and Eloy Property and re-take possession of the Facilities. The Parties
      acknowledge that any damages would be difficult to calculate and agree that
      this
      amount is reasonable and not a penalty.




12.5  Attorneys'
      Fees .
      In the
      event either party hereto employs an attorney in connection with claims by
      one
      party against the other arising from this Agreement, the non-prevailing party
      shall pay the prevailing party all reasonable fees and expenses, including
      attorneys' fees, incurred in connection with such transaction.




13.  Miscellaneous .




13.1  Further
      Acts and Assurances .
      Each
      Party hereto, upon the reasonable request of the other, will execute,
      acknowledge and deliver to the other all such other assignments, certificates,
      supplemental writings, amendments, assignments, and do all other acts or things
      as either party may reasonably request in order to fully carry out the
      provisions of this Agreement.




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13.2  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective heirs, executors, personal representatives, successor
      and
      assigns.




13.3  No
      Waiver; Severability .
      Any
      failure by a party to insist, or any election by a party not to insist, upon
      strict performance by the other party of any of the terms, provisions, or
      conditions of this Agreement shall not be deemed to be a waiver of the same
      or
      of any other terms, provisions, or conditions hereof, and either party shall
      have the right at any time or times thereafter to insist upon strict performance
      by the other party of any and all such terms, provisions and conditions. This
      Agreement is intended to be performed in accordance with and only to the extent
      permitted by, all applicable legal requirements. If any provision of this
      Agreement or the application thereof to any person or circumstance shall, for
      any reason and to any extent, be invalid or unenforceable, neither the remainder
      of this Agreement, nor the application of such provision to other persons or
      circumstances shall be affected thereby, but rather, this Agreement shall be
      enforced to the greatest extent permitted by law.




13.4  Applicable
      Law .
      The
      laws of the State of Arizona, shall govern the validity, construction,
      enforcement and interpretation of this Agreement.




13.5  Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may also be executed by facsimile
      signature.




13.6  Authorization .
      Each
      Party executing this Agreement hereby represents and warrants that they are
      authorized to execute this Agreement and that they are further legally
      authorized and empowered to bind their respective affiliate to the terms and
      provisions of this Agreement.




13.7  Notices .
      Any
      notice required or permitted to be given under this Lease shall be in writing
      and shall be deemed duly given if delivered personally or mailed, postage
      prepaid by first class mail, to the addresses set forth below or such other
      address of which either party may give notice to the other party hereto. A
      notice given as provided above shall be deemed given when personally delivered
      or, if mailed, forty-eight (48) hours after it has been deposited in the United
      States mail, duly addressed and postage prepaid.




" Eagle "


Eagle
      United Truck Wash, LLC


6535
      South Dayton Street


Suite
      3700


Greenwood
      Village, Colorado 80111





21


with
      a
      copy to:





Neil
      M.
      Goff, Esq.


Brownstein
      Hyatt & Farber, P.C.


410
      Seventeenth Street


Twenty-Second
      Floor


Denver,
      Colorado 80202-4437





" Mace "


Robert
      M.
      Kramer, General Counsel


1000
      Crawford Place, Suite 400


Mount
      Laurel, NJ 08054





13.8  Confidentiality .
      Neither
      Seller nor Purchaser shall make any public announcement related to this
      Agreement to outside brokers or third parties, before the First Closing, without
      the prior written specific consent of the other party; provided, however, that
      Mace's parent may announce the transaction, if it reasonably believes it is
      obligated to due so under applicable securities laws, either party may also
      disclose such information about this Agreement and the transactions contemplated
      hereby as is necessary to those persons who are responsible for assisting the
      parties' (i) determine the feasibility of the transactions contemplated hereby,
      (ii) negotiate and document the terms and structure of such transactions, (iii)
      arrange for and commit to the financing of such transactions and (iv) to obtain
      any necessary consent or approvals to consummate the transactions contemplated
      hereby or as may otherwise be required under applicable laws or
      regulations.




13.9  No
      Third Party Beneficiary .
      The
      provisions of this Agreement and of the documents to be executed and delivered
      at Closing are and will be for the benefit of Seller and Purchaser only and
      are
      not for the benefit of any third party, and accordingly, no third party shall
      have the right to enforce the provisions of this Agreement or of the documents
      to be executed and delivered at Closing.




13.10  Construction .
      The
      parties acknowledge that the parties and their counsel have reviewed and revised
      this Agreement and agree that the normal rule of construction - to the effect
      that any ambiguities are to be resolved against the drafting party - shall
      not
      be employed in the interpretation of this Agreement or any exhibits or
      amendments hereto.




13.11  Survival .
      The
      provisions of this Agreement that contemplate performance after the First
      Closing at the Second Closing, and the obligations of the parties not fully
      performed at the First Closing and Second Closing, as applicable, shall survive
      the First Closing and Second Closing, as applicable, for the time period set
      forth in Section 10.4 and shall not be deemed to be merged into or waived by
      the
      instruments of First Closing and Second Closing, as applicable.




13.12  Entirety
      and Amendments .
      This
      Agreement embodies the entire agreement between the parties and supersedes
      all
      prior agreements and understandings relating to the Property. This Agreement
      may
      be amended or supplemented only by an instrument in writing executed by the
      party against whom enforcement is sought.




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13.13  Time .
      Time is
      of the essence in the performance of this Agreement.




" EAGLE "




EAGLE
      UNITED TRUCK WASH, LLC, a


Colorado
      limited liability company






By: /s/
      Nicholas L. Scheirt




Name: Nicholas
      L. Scheirt




Title: Manager







"MACE"




MACE
      TRUCK WASH, INC., a Delaware


corporation




By:
      /s/ Robert
      M. Kramer




Name: Robert
      M. Kramer




Title: Executive
      Vice President











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