EMPLOYMENT AGREEMENT

      This Agreement made as of the 22nd day of January, 1997, (hereinafter the
"Effective Date"), by and between MACE SECURITY INTERNATIONAL, INC., a
corporation duly organized and existing under the laws of the State of Delaware,
with a principal place of business at 160 Benmont Avenue Town of Bennington,
County of Bennigton and State of Vermont, (hereinafter referred to as
"Employer") and Richard A. Galt, with a residence at Post Office Box 134, Route
28N, Town of North Creek, County of Warren and State of New York (hereinafter
referred to as "Employee").

      WHEREAS, the parties entered into an employment agreement as of the 22nd
day of August, 1996 ("the Original Agreement");

      WHEREAS, Employer and Employee have mutually agreed to terminate the
Original Agreement and enter into a new Employment Agreement;

      NOW, Therefore, in consideration of the termination of the Original
Agreement, the release of each by the other from any and all liability arising
out of the "Original Agreement", and the mutual covenants, agreements, releases
and promises of the parties to this agreement and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Employer and
Employee agree as follows:

                                   SECTION ONE
                                   EMPLOYMENT

      Employer employs Employee, not as an officer, with the title of Executive
Vice President and General Counsel and Employee accepts such employment with
Employer subject to the terms and conditions of this Agreement.

                                  SECTION TWO
                              TERMS OF EMPLOYMENT

      This Agreement and employment under this Agreement shall commence upon the
Effective Date and shall continue until April 1,1997.

                                 SECTION THREE
                               DUTIES OF EMPLOYEE

      Employee shall serve Employer as Executive Vice President and General
Counsel with duties and responsibilities as are specifically assigned to the
Employee by the President and Chief Executive Officer from time to time. Such
duties shall be carried out in accordance with the direction of the President
and Chief Executive Officer.

      Employer is aware that Employee is an attorney licensed to practice in the
States of Vermont and New York and has certain managerial capabilities. Employer
may consult and utilize Employee's skills with regard to legal issues from time
to time as requested, including those associated with preparing Employer's Form
10-KSB, which may be performed from Employee's home. Notwithstanding the
foregoing, the Employee shall not be required to devote any minimum amount of
time to complete the tasks and duties of the position.

      Employer agrees that the performance of Employee's duties as contemplated
by this agreement shall not prevent Employee from taking additional employment
elsewhere after February 14, 1997.
<PAGE>

                                  SECTION FOUR
                                  COMPENSATION

      Employee's compensation shall consist of:

      (A)   Upon signing, a lump sum payment of $9,000.00 representing partial
            consideration for the release attached hereto and marked Exhibit A
            and personal days owed Employee by Employer.

      (B)   A salary of $1,500.00 per week through the week ending February 14,
            1997, to be paid biweekly with the final payment to be made February
            27, 1997. In addition, upon execution of this Agreement, Employer
            shall pay into an escrow account with the law firm of McCabe & Mack,
            Poughkeepsie, New York, for Employee's benefit, the sum of
            $31,000.00, with irrevocable instruction to release that sum,
            together with interest, to Employee on April 1, 1997. Escrow fees,
            if any, up to $250 shall be paid by Employer; and

      (C)   Participation in all benefit plans available to the Employer's
            employees generally, including health and dental insurance, until
            April 1,1997, or until Employee obtains other coverage through new
            employment or other means, which ever comes earlier; and

      (D)   $1,000 for every $100,000 of net income for the fourth quarter of
            1996 and the first quarter of 1997, payable within thirty days
            following each such fiscal quarter; and

      (E)   A biweekly car allowance of $131.08 to be applied toward payment for
            the unlimited use of a company vehicle (a 1996 Mazda 626) until
            April 1,1997. Employer shall be responsible for insurance, normal
            maintenance and repairs; and

      (F)   Employee shall be reimbursed all reasonable and necessary business
            expenses incurred through February 14, 1997. In addition, Employer
            agrees to pay reasonable and necessary business expenses associated
            with Employee's attendance at continuing legal education conferences
            in Chicago, Illinois February 9 through 11, 1997, and March 5
            through 8, 1997, up to, but not in excess of, the sum of $500
            (exclusive of airfare, hotel, and registration costs).

                                  SECTION FIVE
                    PREVIOUSLY ISSUED STOCK OPTIONS/BONUSES

      Employer acknowledges the issuances by Employer to Employee, pursuant to
the Mace Security international, Inc. Non-Qualified Stock Option Plan, of
options to purchase 50,000 shares of common stock of Mace Security international
at $1.50 per share, each with a duration of fifteen (15) years and each to
survive termination of Employee's employment. Employer agrees that Employee
shall be entitled to piggyback registration rights with respect to the shares
underlying the options to purchase 50,000 share previously granted Employee.
Further, Employer agrees that Employer shall be responsible for all legal,
NASDAQ and blue sky fees associated with the registration of all 50,000 shares
underlying the options.


                                       2
<PAGE>

      Employer acknowledges that the $ 21,000.00 paid Employee by Employer
pursuant to the January 10, 1997 agreement between the resigning member of the
Board of Directors of Employer and Jon E. Goodrich, Robert P. Gould and Marvin
P. Brown was not severance pay but was a bonus, and is not to be considered as
part of the compensation to Employee as contemplated by this Agreement. Further,
Employer acknowledges that Employee has received as a bonus from the Employer, a
Cannon laptop computer.

                                   SECTION SIX
         EMPLOYER'S OBLIGATIONS ON TERMINATION OF EMPLOYEE'S EMPLOYMENT

      If, during the term of this Agreement, Employer terminates this Agreement
for any reason whatsoever, whether for cause or without cause, the balance of
payments called for in Section Four(B) including the amounts paid into escrow,
shall, notwithstanding the termination, be immediately due and payable to
Employee.

      Upon expiration of this Agreement, or upon termination of this Agreement
by Employer, with or without cause, Employer agrees to refrain from comment,
whether one is required or requested, regarding Employee's service with or
performance for Employer, unless first obtaining Employee's written consent,
except to state that Employee has worked for Employer satisfactorily and has
since resigned.

      Upon expiration of this Agreement, Employee agrees to refrain from public
comment regarding Employer unless first obtaining Employer's consent, except to
state that Employee has worked for Employer satisfactorily and has since
resigned.

                                  SECTION SEVEN
                                 BOARD APPROVAL

      Employer acknowledges that it has obtained the requisite authority from
Employer's Board of Directors to enter into this Agreement with Employee.

                                  SECTION EIGHT
                                 INDEMNIFICATION

      Employer agrees to indemnify Employee against any and all claims of
malpractice arising out of work performed, or to be performed, on behalf of
Employer, including any and all costs and expenses, as they are incurred, to
investigate and defend any and all claims of malpractice including but not
limited to actual attorney's fees, damages, and amounts paid in settlement. Mace
Security International, Inc. shall pay attorney's fees for investigating in
advance the disposition of any claim. Notwithstanding the foregoing, in no event
will Mace Security International, Inc. indemnify, and Mr. Galt will reimburse,
all advances with respect to actions that were not made in good faith or made
knowingly in violation of any law, rule, regulation and constituting
malpractice.

                                  SECTION NINE
                                  ARBITRATION

      Any differences, claims of matters in dispute arising between Employer and
Employee out of or connected with this Agreement shall be submitted by them to
arbitration consistent


                                       3
<PAGE>

with the commercial arbitration rules of the American Arbitration Association in
Albany, New York.

                                   SECTION TEN
                                ATTORNEY'S FEES

      In the event that any arbitration is commenced in relation to this
Agreement, Employer's agrees to pay, in addition to all of the sums that
Employer may be called on to pay, a reasonable sum for Employee's attorney's
fees and costs of litigation if Employee is the successful party.

                                 SECTION ELEVEN
                                 GOVERNING LAW

      It is understood that this Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New York, without regard to
its principles of conflicts of law.

                                 SECTION TWELVE
                                ENTIRE AGREEMENT

      This Agreement shall constitute the entire Agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this Agreement shall not be binding

                                SECTION THIRTEEN
                         MODIFICATION OF THIS AGREEMENT

      Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of
each party.

                                SECTION FOURTEEN
                                    NOTICES

      Any notice provided for or concerning this Agreement shall be in writing
and be deemed sufficiently given when sent by certified or registered mail if
sent to the respective address of each party as set forth in the beginning of
this Agreement.

                                 SECTION FIFTEEN
                               PARAGRAPH HEADINGS

      The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify or
aid in the interpretation of the provisions of this Agreement.


                                       4
<PAGE>

                                 SECTION SIXTEEN
                                     WAIVER

      No waiver by either party of any failure or refusal by the other party to
comply with its or his obligations hereunder shall be deemed a waiver of any
kind or subsequent failure or refusal of a similar or different kind.

                                SECTION SEVENTEEN
                                   SUCCESSORS

      The terms of this Agreement shall be binding upon Employer and Employee,
their heirs, successors and assigns.

      IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed as of the 22nd day of January. 1997.



                                       MACE SECURITY INTERNATIONAL, INC.



                                       By: /s/ Marvin P. Brown
                                           ---------------------------------
                                           Marvin P. Brown
                                           President and CEO



                                       By: /s/ Richard A. Galt
                                           ---------------------------------
                                           Richard A. Galt


                                       5