BANK ONE
                                 Exhibit 10.158
                                Credit Agreement


This agreement dated as of December 31, 2003 between Bank One, NA, with its main
office in Chicago, IL, and its successors and assigns,(the 'Bank"), whose
address is 1301 S. Bowen Rd., Arlington, TX 76013, and Eager Beaver Car Wash,
Inc. (the "Borrower"), whose address is 1000 Crawford Place, Suite 400, Mount
Laurel, NJ 08054.

1. Credit Facilities.

     1.1  Scope. This agreement, unless hereafter otherwise agreed to in writing
          by the Bank and the Borrower or prohibited by applicable law, governs
          the Credit Facilities.

2. Definitions. As used in this agreement, the following terms have the
following respective meanings:

     2.1  "Credit Facilities" means all extensions of credit from the Bank to
          the Borrower, whether now existing or hereafter arising. 2.2
          "Liabilities" means all obligations, indebtedness and liabilities of
          the Borrower to any one or more of the Bank ,BANK ONE CORPORATION, and
          any of their subsidiaries, affiliates or successors, now existing or
          later arising, including, without limitation, all loans, advances,
          interest, costs, overdraft indebtedness, credit card indebtedness,
          lease obligations, or obligations relating to any Rate Management
          Transaction, all monetary obligations incurred or accrued during the
          pendency of any bankruptcy, insolvency, receivership or other similar
          proceedings, regardless of whether allowed or allowable in such
          proceeding, and all renewals, extensions, modifications,
          consolidations or substitutions of any of the foregoing, whether the
          Borrower may be liable jointly with others or individually liable as a
          debtor, maker, co-maker, drawer, endorser, guarantor, surety or
          otherwise, and whether voluntarily or involuntarily incurred, due or
          not due, absolute or contingent, direct or indirect, liquidated or
          unliquidated. The term Rate Management Transaction" in this agreement
          means any transaction (including an agreement with respect thereto)
          now existing or hereafier entered into among the Borrower, the Bank or
          BANK ONE CORPORATION, or any of its subsidiaries or affiliates or
          their successors, which is a rate swap, basis swap, forward rate
          transaction, commodity swap, commodity option, equity or equity index
          swap, equity or equity index option, bond option, interest rate
          option, foreign exchange transaction, cap transaction, floor
          transaction, collar transaction, forward transaction, currency swap
          transaction, cross-currency rate swap transaction, currency option or
          any other similar transaction (including any option with respect to
          any of these transactions) or any combination thereof, whether linked
          to one or more interest rates, foreign currencies, commodity prices,
          equity prices or other financial measures.

     2.3  "Notes" means all promissory notes, instruments and/or contracts
          evidencing the terms and conditions of the Liabilities.

     2.4  "Affiliate" means any person, corporation or other entity directly or
          indirectly controlling, controlled by or under common control with the
          Borrower and any director or officer of the Borrower or any subsidiary
          of the Borrower.

     2.5  "Distributions" means all dividends and other distributions made by
          the Borrower to its shareholders, partners, owners or members, as the
          case may be, other than salary, bonuses, and other compensation for
          services expended in the current accounting period.

     2.6  "Intangible Assets" means the aggregate amount of all assets
          classified as intangible assets under generally accepted accounting

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          principles, including, without limitation, goodwill, trademarks,
          patents, copyrights, organization expenses, prepaid expenses,
          franchises, licenses, trade names, brand names, mailing lists,
          catalogs, excess of cost over book value of assets acquired, and bond
          discount and underwriting expenses

     2.7  Subordinated Debt" means debt subordinated to the Bank in manner and
          by agreement satisfactory to the Bank.

     2.8  "Tangible Capital Funds" means Tangible Net Worth plus Subordinated
          Debt.

     2.9  "Tangible Net Worth" means total assets less the sum of Intangible
          Assets, receivables from stockholders and affiliates, and total
          liabilities.

3. Conditions Precedent.

     3.1  Conditions Precedent to Each Extension of Credit. Before any extension
          of credit governed by this agreement, whether by disbursement of a
          loan, issuance of a letter of credit or otherwise, the following
          conditions must be satisfied:
          A.   Representations. The representations of the Borrower are U-ne on
               and as of the date of the extension of credit;
          B.   No Event of Default. No default has occurred in any provision of
               this agreement, the Notes or any agreement related to the Credit
               Facilities and is continuing or would result from the extension
               of credit, and no event has occurred which would constitute the
               occurrence of any default hut for the lapse of time until the end
               of any grace or cure period; and
          C.   Additional Approvals, Opinions, and Documents. The Bank has
               received any other approvals, opinions and documents as it may
               reasonably request.

4. Affirmative Covenants. The Borrower shall:

     4.1  Insurance. Maintain insurance with financially sound and reputable
          insurers covering its properties and business against those casualties
          and contingencies and in the types and amounts as are in accordance
          with sound business and industry practices.

     4.2  Existence. Maintain its existence and business operations as presently
          in effect in accordance with all applicable laws and regulations, pay
          its debts and obligations when due under normal terms, and pay on or
          before their due date, all taxes, assessments, fees and other
          governmental monetary obligations, except as they may he contested in
          good faith if they have been properly reflected on its books and, at
          the Bank's request, adequate finds or security has been pledged to
          insure payment.

     4.3  Financial Records. Maintain proper books and records of account, in
          accordance with generally accepted accounting principles, and
          consistent with financial statements previously submitted to the Bank.

     4.4  Inspection. Permit the Bank to inspect and copy the Borrower's
          business records at such times and at such intervals as the Bank may
          reasonably require, and to discuss the Borrower's business,
          operations, and financial condition with the Borrower's officers and
          accountants.

     4.5  Financial Reports. Furnish, or cause to be furnished, to the Bank
          whatever information, books and records the Bank may reasonably
          request, including at a minimum:
          A.   With respect to Borrower, within sixty (60) days after the end of
               each fiscal quarter, a balance sheet as of the end of that period
               and statements of income, from the beginning of that fiscal year
               to the end of that period, certified as correct by one of its
               authorized agents.
          B.   With respect to Borrower, within one hundred and twenty (120)
               days after and as of the end of each of its fiscal years, a
               detailed financial statement including a balance sheet and
               statements of income, such financial statement, to be prepared
               internally in a form reasonably acceptable to the Bank, and
               certified as correct by one of its authorized agents.
          C.   Within sixty (60) days after the end of each fiscal quarter of
               Mace Security International, Inc., of Mace Car Wash - Arizona,
               Inc. dba Genie Car Wash, of Colonial Full Service Car Wash, Inc.,
               of Mace Truck Wash, Inc. dba Red Baron Truck Wash, and of Mace
               Security Products, Inc., interim financial statements of each of
               such entities, including a balance sheet as of the end of that
               period and statements of income, from the beginning of that
               fiscal year to the end of that period, certified as correct by
               one of its authorized agents.

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          D.   Within one hundred and twenty (120) days after and as of the end
               of each fiscal year of Mace Security International, Inc., of Mace
               Car Wash - Arizona, Inc. dba Genie Car Wash, of Colonial Full
               Service Car Wash, Inc., of Mace Truck Wash, Inc. dba Red Baron
               Truck Wash, and of Mace Security Products, Inc., a detailed
               financial statement of each of such entities, including a balance
               sheet and statements of income, such financial statements to be
               prepared internally in a form reasonably acceptable to the Bank,
               and certified as correct by one of its authorized agents.
          E.   Via either the EDGAR System or its Home Page of Mace Security
               International, Inc. ("MSII"), within one hundred and twenty (120)
               days after the filing of its Annual Report on Form 10-K for the
               fiscal year then ended with the Securities and Exchange
               Commission, the financial statements for such fiscal year as
               contained in such Annual Report on Form 10-K and, as soon as it
               shall become available, the annual report to shareholders of the
               Borrower for the fiscal year then ended.
          F.   Via either the EDGAR System or its Home Page of MSII, within
               sixty (60) days after the filing of its Quarterly Report on Form
               lO-Q for the fiscal quarter then ended with the Securities and
               Exchange Commission, copies of the financial statements for such
               fiscal quarter as contained in such Quarterly Report on Form
               I0-Q, and, as soon as it shall become available, a quarterly
               report to shareholders of the Borrower for the fiscal quarter
               than ended.
          G.   Via either the EDGAR System or its Home Page of MSII, promptly
               after the same become publicly available, copies of all periodic
               and other reports, proxy statements and other materials filed by
               MSH or any subsidiary with the Securities and Exchange
               Conunission or any governmental authority succeeding to any or
               all of the functions of said Commission. If for any reason the
               EDGAR System and/or its Home Page are not available to MSII as is
               required for making available the financial statements or reports
               referred to above, MSII shall then furnish a copy of such
               financial For the purposes of this section, "EDGAR System" means
               the Electronic Data Gathering Analysis and Retrieval System owned
               and operated by the United States Securities and Exchange
               Commission or any replacement system, and "Home Page" means
               MSII's corporate home page on the World Wide Web accessible
               through the Internet via the universal resource locator (URL)
               identified as "www.sec.gov/edgar/searchedgar/webusers,htm" or
               such other universal resource locator that MSII shall designate
               in writing to the Bank as its corporate home page on the World
               Wide Web.

     4.6  Notices of Claims, Litigation, Defaults, etc. Promptly inform the Bank
          in writing of (1) all existing and all threatened litigation, claims,
          investigations, adminisfrative proceedings and similar actions
          affecting the Borrower which could materially affect the financial
          condition of the Borrower; (2) the occurrence of any event which gives
          rise to the Bank's option to terminate the Credit Facilities; (3) the
          institution of steps by the Borrower to withdraw from, or the
          institution of any steps to terminate, any employee benefit plan as to
          which the Borrower may have liability; (4) any additions to or changes
          in the locations of the Borrower's businesses; and (5) any alleged
          breach of any provision of this agreement or of any other agreement
          related to the Credit Facilities by the Bank.

     4.7  Additional Information. Furnish such additional information and
          statements, as the Bank may request, from time to time.

     4.8  Insurance Reports. Furnish to the Bank, upon request of the Bank,
          reports on each existing insurance policy showing such information as
          the Bank may reasonably request.

     4.9  Other Agreements. Comply with all terms and conditions of all other
          agreements, whether now or hereafter existing, between the Borrower
          and any other party.

     4.10 Title to Assets and Property. Maintain good and marketable title to
          all of the Borrower's assets and properties.

     4.11 Additional Assurances. Make, execute and deliver to the Bank such
          other agreements as the Bank may reasonably request to evidence the
          Credit Facilities and to perfect any security interests.

     4.12 Employee Benefit Plans. Maintain each employee benefit plan as to
          which the Borrower may have any liability, in compliance with all
          applicable requirements of law and regulations.

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     4.13 Depository Relationship. Maintain its primary banking depository
          relationship with the Bank and establish such accounts and maintain
          balances therein with the Bank sufficient to cover the cost of all the
          Bank's services provided; provided, however, that nothing herein shall
          require the Borrower to keep and maintain a specific minimum balance
          in such accounts.

     4.14 Compliance Certificates. Provide the Bank, within sixty (60) days
          after the end of each fiscal quarter, with a certificate executed by
          the Borrower's chief financial officer, or other officer or a person
          acceptable to the Bank, certifying that, as of the date of the
          certificate, no default exists under any provision of this agreement.

     4.15 Compliance Certificates. Provide the Bank, within one hundred twenty
          (120) days after the end of each fiscal year, with a certificate
          executed by the Borrower's chief financial officer, or other officer
          or a person acceptable to the Bank, certifying that, as of the date of
          the certificate, no default exists under any provision of this
          agreement.

5. Negative Covenants.

     5.1  Unless otherwise noted, the financial requirements set forth in this
          section will be computed in accordance with generally accepted
          accounting principles applied on a basis consistent with financial
          statements previously submitted by the Borrower to the Bank, 5.2
          Without the written consent of the Bank, the Borrower will not:
          A.   Dividends. While there is an existing default under any agreement
               between Bank and MSII, or if to do so will cause any such
               default, permit MSII to acquire or retire any of MSII's shares of
               capital stock, or declare or pay dividends or make any other
               distributions upon any of MSII's shares of capital stock, except
               that in the absence of any default, MSII may declare dividends in
               its capital stock.
          B.   Debt. Incur, contract for, assume, or permit to remain
               outstanding, indebtedness for borrowed money, installment
               obligations, or obligations under capital leases or operating
               leases, other than (I) unsecured trade debt incurred in the
               ordinary course of business, (2) indebtedness owing to the Bank,
               (3) indebtedness reflected in the latest financial statement of
               the Borrower frrnished to the Bank prior to execution of this
               agreement and that is not to be paid with proceeds of borrowings
               under the Credit Facilities, and (4) indebtedness outstanding as
               of the date hereof that has been disclosed to the Bank in writing
               and that is not to be paid with proceeds of borrowings under the
               Credit Facilities.
          C.   Guaranties. Guarantee or otherwise become or remain secondarily
               liable on the undertaking of another, except for endorsement of
               drafts for deposit and collection in the ordinary course of
               business,
          D.   Liens. Create or permit to exist any lien on any of its property,
               real or personal, except: existing liens known to the Bank; liens
               to the Bank; liens incurred in the ordinary course of business
               securing current non-delinquent liabilities for taxes, worker's
               compensation, unemployment insurance, social security and pension
               liabilities.
          E.   Use of Proceeds. Use, or permit any proceeds of the Credit
               Facilities to be used, directly or indirectly, for the purpose of
               "purchasing or carrying any margin stock" within the meaning of
               Federal Reserve Board Regulation U. At the Bank's request, the
               Borrower will furnish a completed Federal Reserve Board Form U-1.
          F.   Continuity of Operations. (1) Engage in an mess activities sub
               ntially different from those in which the Borrower is presently
               engaged; (2) cease operat , liquidate, merge, transfer, acquire
               or consolidate with any other entity, change its name, dissolve,
               or sell any material assets out of the ordinary course of
               business; or (3) enter into any arrangement with any person
               providing for the leasing by the Borrower or any subsidiary of
               real or personal property which has been sold or transferred by
               the Borrower or subsidiary to such person.
          G.   Limitation on Negative Pledge Clauses. Enter into any agreement
               with any person other than the Bank which prohibits or limits the
               ability of the Borrower or any of its subsidiaries to create or
               permit to exist any lien on any of its property, assets or
               revenues, whether now owned or hereafter acquired.

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          H.   Conflicting Agreements. Enter into any agreement containing any
               provision which would be violated or breached by the performance
               of the Borrower's obligations under this agreement.
          I.   Loans to Others. Make any loans to any person or entity, other
               than loans to its Affiliates, in excess of $250,000.00.
          J.   Leverage Ratio. With respect to MSII, permit, as of each fiscal
               quarter end, its ratio of total liabilities less Subordinated
               Debt to Tangible Capital Funds to be greater than 2.00 to 1.00,
          K.   Capital Expenditures. With respect to MSII, permit, any of its
               subsidiaries including Borrower, to make, capital expenditures in
               excess $ 1,000,000.00 in any one fiscal year
          L.   Debt Service Coverage Ratio. With respect to MSII, permit as of
               each fiscal quarter end, its ratio of net income, plus interest
               expense, amortization expense and depreciation expense, plus
               income taxes, minus Distributions, for the preceding full twelve
               mont period to current maturities of long term debt, plus current
               maturities of long term leases, plus interest expense, for the
               same such twelve month period to be less than 1.10 to 1.00
               beginning with the December 31, 2003 reporting period.
          M.   Liquidity. With respect to MSII, permit at any time its total of
               unencumbered cash, and marketable securities, to be less than
               $1,000,000.00.
          N.   Transactions with Affiliates. With respect to MSH, permit any of
               its subsidiaries including Borrower, to enter into any
               transaction or series of related transactions, whether or not in
               the ordinary course of business, with any affiliate of MSII or
               any of its subsidiaries, other than in the ordinary course of
               business and on terms and conditions substantially as favorable
               to MSII or such subsidiary as would reasonably be obtained by
               MSII or such subsidiary at the time in a comparable arm's length
               transaction with a person other than an affiliate.
          0.   Government Regulation. (1) Be or become subject at any time to
               any law, regulation, or list of any government agency (including,
               without limitation, the U.S. Office of Foreign Asset Control
               list) that prohibits or limits Bank from making any advance or
               extension of credit to Borrower or from otherwise conducting
               business with Borrower, or (2) fail to provide documentary and
               other evidence of Borrower's identity as may be requested by Bank
               at any time to enable Bank to verify Borrower's identity or to
               comply with any applicable law or regulation ,including, without
               limitation, Section 326 of the USA Patriot Act of 2001,31 U.S.C.
               Section 5318.

Representations by the Borrower. Each Borrower represents that: (a) the
execution and delivery of this agreement and the Notes, and the perfonnance of
the obligations they impose, do not violate any law, conflict with any agreement
by which it is bound, or require the consent or approval of any governmental
authority or other third party, (b) this agreement and the Notes are valid and
binding agreements, enforceable according to their terms, (c) all balance
sheets, profit and loss statements, and other financial statements and other
information furnished to the Bank in connection with the Liabilities are
accurate and fairly reflect the financial condition of the organizations and
persons to which they apply on their effective dates, including contingent

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liabilities of every type, which financial condition has not changed materially
and adversely since those dates, (d) no litigation, 1 claim, investigation,
administrative proceeding or similar action (including those for unpaid taxes)
against the Borrower is pending or threatened, and no other event has occurred
which may in any one case or in the aggregate materially adversely affect the
Borrower's financial condition an properties, other than litigation, claims, or
other events, if any, that have been disclosed to and acknowledged by the Bank
in writing or which is disclosed in Borrower's Form 10-K's or 10-Q's (e) all of
the Borrower's tax returns and reports that are or were required to be filed,
have been filed, and all taxes, assessments and other governmental charges have
been paid in full, except those presently being contested by the Borrower in
good faith and for which adequate reserves have been provided, (0 the Borrower
is not a "holding company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940,as amended, (g) the
Borrower is not a "holding company", or a "subsidiary company" of a "holding
company" or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or
adverse claims, demands or actions of any kind, personal or otherwise, that the
Borrower could assert with respect to this agreement or the Credit Facilities,
(i) the Borrower owns, or is licensed to use, all trademarks, trade names,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted, and 6) no part of the proceeds of the Credit
Facilities will be used for"purchasing" or "canying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U of the
Board of Governors of the Federal Reserve System of the United States (the
"Board") as now and from time to time hereafter in effect or for any purpose
which violates the provisions of any regulations of the Board. Each Borrower,
other than a natural person, further represents that: (a) it is duly organized,
existing and in good standing pursuant to the laws under which it is organized,
and (b) the execution and delivery of this agreement and the Notes and the
performance of the obligations they impose (i) are within its powers, (ii) have
been duly authorized by all necessary action of its governing body, and (iii) do
not contravene the terms of its articles of incorporation or organization, its
by-laws, or any partnership, operating or other agreement governing its affairs.
7. Default Remedies. If any of the Credit Facilities are not paid at maturity,
whether by acceleration or otherwise, or if a default by anyone occurs under the
terms of this agreement, the Notes or any agreement related to the Credit
Facilities, then the Bank shall have all of the rights and remedies provided by
any law or agreement.

8. Miscellaneous.

     8.1  Notice. Any notices and demands under or related to this document
          shall be in writing and delivered to the intended party at its address
          stated herein, and if to the Bank, at its main office if no other
          address of the Bank is specified herein, by one of the following
          means: (a) by hand, (b) by a nationally recognized overnight courier
          service, or (c) by certified mail, postage prepaid, with return
          receipt requested. Notice shall be deemed given: (a) upon receipt if
          delivered by hand, (b) on the Delivery Day after the day of deposit
          with a nationally recognized courier service, or (c) on the third
          Delivery Day after the notice is deposited in the mail, "Delivery Day"
          means a day other than a Saturday, a Sunday or any other day on which
          national banking associations are authorized to be closed. Any party
          may change its address for purposes of the receipt of notices and
          demands by giving notice of such change in the mariner provided in
          this provision.

     8.2  No Waiver. No delay on the part of the Bank in the exercise of any
          right or remedy waives that right or remedy. No single or partial
          exercise by the Bank of any right or remedy precludes any other future
          exercise of it or the exercise of any other right or remedy. No waiver
          or indulgence by the Bank of any default is effective unless it is in
          writing and signed by the Bank, nor shall a waiver on one occasion bar
          or waive that right on any future occasion.

     8.3  Integration. This agreement, the Notes, and any agreement related to
          the Credit Facilities embody the entire agreement and understanding

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          between the Borrower and the Bank and supersede all prior agreements
          and understandings relating to their subject matter. If any one or
          more of the obligations of the Borrower under this agreement or the
          Notes is invalid, illegal or unenforceable in any jurisdiction, the
          validity, legality and enforceability of the remaining obligations of
          the Borrower shall not in any way be affected or impaired, and the
          invalidity, illegality or unenforceability in one jurisdiction shall
          not affect the validity, legality or enforceability of the obligations
          of the Borrower under this agreement or the Notes in any other
          jurisdiction.

     8.4  Joint and Several Liability. Each Borrower, if more than one, is
          jointly and severally liable.

     8.5  Governing Law and Venue. This agreement is delivered in the State of
          Texas and governed by Texas law (without giving effect to its laws of
          conflicts). The Borrower agrees that any legal action or proceeding
          with respect to any of its obligations under this agreement may be
          brought by the Bank in any state or federal court located in the State
          of Texas, as the Bank in its sole discretion may elect. By the
          execution and delivery of this agreement, the Borrower submits to and
          accepts, for itself and in respect of its property, generally and
          unconditionally, the non-exclusive jurisdiction of those courts. The
          Borrower waives any claim that the State of Texas is not a convenient
          forum or the proper venue for any such suit, action or proceeding.

     8.6  Captions. Section headings are for convenience of reference only and
          do not affect the interpretation of this agreement.

     8.7  Subsidiaries and Affiliates of the Borrower. To the extent the context
          of any provisions of this agreement makes it appropriate, including
          without limitation any representation, warranty or covenant, the word
          "Borrower" as used in this agreement shall include all of the
          Borrower's subsidiaries and affiliates. Notwithstanding the foregoing,
          however, under no circumstances shall this agreement be construed to
          require the Bank to make any loan or other financial accommodation to
          any of the Borrower's subsidiaries or affiliates,

     8.8  Survival of Representations and Warranties. The Borrower understands
          and agrees that in extending the Credit Facilities, the Bank is
          relying on all representations, warranties, and covenants made by the
          Borrower in this agreement or in any certificate or other investment
          delivered by the Borrower to the Bank under this agreement. The
          Borrower further agrees that regardless of any investigation made by
          the Bank, all such representations, warranties and covenants will
          survive the making of the Credit Facilities and delivery to the Bank
          of this agreement, shall be continuing in nature, and shall remain in
          full force and effect until such time as the Borrower's indebtedness
          to the Bank shall be paid in full.

     8.9  Non-Liability of the Bank. The relationship between the Borrower and
          the Bank created by this agreement is strictly a debtor and creditor
          relationship and not fiduciary in nature, nor is the relationship to
          be construed as creating any partnership or joint venture between the
          Bank and the Borrower. The Borrower is exercising the Borrower's own
          judgement with respect to the Borrower's business. All information
          supplied to the Bank is for the Bank's protection only and no other
          party is entitled to rely on such information. There is no duty for
          Bank to review, inspect, supervise or inform the Borrower of any
          matter with respect to the Borrower's business. The Bank and the
          Borrower intend that the Bank may reasonably rely on all information
          supplied by the Borrower to the Bank, together with all
          representations and warranties given by the Borrower to the Bank,
          without investigation or confirmation by the Bank and that any
          investigation or failure to investigate will not diminish the Bank's
          right to so rely.

     8.10 Indemnification of the Bank. The Borrower agrees to indemnify, defend
          and hold the Bank and BANK ONE CORPORATION, or any of its subsidiaries
          or affiliates or their successors, and each of their respective
          shareholders, directors, officers, employees and agents (collectively,
          the "Indemnified Persons") harmless from any and all obligations,
          claims, liabilities, losses, damages, penalties, fines, forfeitures,
          actions, judgments, suits, costs, expenses and disbursements of any
          kind or nature (including, without limitation, any Indemnified
          Person's attorneys fees) (collectively, the "Claims") which may be

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          imposed upon, incurred by or assessed against any Indemnified Person
          (whether or not caused by any Indemnified Person's sole, concurrent,
          or contributory negligence) arising out of or relating to this
          agreement; the exercise of the rights and remedies granted under this
          agreement (including, without limitation, the enforcement of this
          agreement and the defense of any Indemnifed Person's action or
          inaction in connection with this agreement); and in connection with
          the Borrower's failure to perform all of the Borrower's obligations
          under this agreement, except to the limited extent that the Claims
          against any such Indemnified Person are proximately caused by such
          Indemnified Person's willful misconduct. The indemnification provided
          for in his section shall survive the termination of this agreement and
          shall extend to and continue to benefit each individual or entity who
          is or has at any time been an Indemnified Person. The Borrowers
          indemnity obligations under this section shall not in any way be
          affected by the presence or absence of covering insurance, or by the
          amount of such insurance or by the failure or refbsal of any insurance
          carrier to perform any obligation on its part under any insurance
          policy or policies affecting the Borrower's assets or the Borrower's
          business activities. Should any Claim be made or brought against any
          Indemnified Person by reason of any event as to which the Borrower's
          indemnification obligations apply, then, upon any Indemnified Person's
          demand, the Borrower, at its sole cost and expense, shall defend such
          Claim in the Borrower's name, if necessary, by the attorneys for the
          Borrower's insurance carrier (if such Claim is covered by insurance),
          or otherwise by such attorneys as any Indemnified Person shall
          approve. Any Indemnified Person may also engage its own attorneys at
          its reasonable discretion to defend the Borrower and to assist in its
          defense and the Borrower agrees to pay the fees and disbursements of
          such attorneys.

WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND
BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED
PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS,EXPENSES
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS,
LIABILITIES,PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE
CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED
PERSON.

     8.11 Counterparts. This agreement may be executed in multiple counterparts,
          each of which, when so executed, shall be deemed an original, but all
          such counterparts, taken together, shall constitute one and the same
          agreement.

     8.12 Sole Discretion of the Bank. Whenever the Bank's consent or approval
          is required under this agreement, the decision as to whether or not to
          consent or approve shall be in the sole and exclusive discretion of
          the Bank and the Bank's decision shall be final and conclusive.

     8.13 Advice of Counsel. The Borrower acknowledges that it has been advised
          by counsel, or had the opportunity to be advised by counsel, in the
          negotiation, execution and delivery of this agreement and any
          documents executed and Delivered in connection with the Credit
          Facilities.

     8.14 Recovery of Additional Costs. If the imposition of or any change in
          any law, rule, regulation, or guideline, or the interpretation or
          application of any thereof by any court or administrative or
          governmental authority (including any request or policy not having the
          force of law) shall impose, modiI~, or make applicable any taxes
          (except federal, state, or local income or franchise taxes imposed on
          the Bank), reserve requirements, capital adequacy requirements, or
          other obligations which would (A) increase the cost to the Bank for
          extending or maintaining the Credit Facilities, (B) reduce the amounts
          payable to the Bank under the Credit Facilities, or (C) reduce the
          rate of return on the Bank's capital as a consequence of the Banks
          obligations with respect to the Credit Facilities, then the Borrower
          agrees to pay the Bank such additional amounts as will compensate the
          Bank therefor, within five (5) days after the Bank's written demand
          for such payment. The Bank's demand shall be accompanied by an
          explanation of such imposition or charge and a calculation in
          reasonable detail of the additional amounts payable by the Borrower,
          which explanation and calculations shall be conclusive in the absence
          of manifest error.

     8.15 Conflicting Terms. If this agreement is inconsistent with any
          provision in any agreement related to the Credit Facilities, the Bank

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<PAGE>

          shall determine, in the Bank's sole and absolute discretion, which of
          the provisions shall control any such inconsistency.

     8.16 Expenses. The Borrower agrees to pay or reimburse the Bank for all its
          out-of-pocket costs and expenses and reasonable attorneys' fees
          incurred in connection with the development, preparation and execution
          of, and in connection with the enforcement or preservation of any
          fights under, this agreement, any amendment, supplement, or
          modification thereto, and any other documents prepared in connection
          herewith or therewith. These costs and expenses include without
          limitation any costs or expenses incurred by the Bank in any
          bankruptcy, reorganization, insolvency or other similar proceeding.

9. USA PATRIOT ACT NOTIFICATION. The following notification is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of200l, 31 U.S.C.
Section 5318:

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person or entity that opens an account,
including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for
Borrower: When Borrower opens an account, if Borrower is an individual Bank will
ask for Borrowers name, taxpayer identification number, residential address,
date of birth, and other information that will allow Bank to identify Borrower,
and if Borrower is not an individual Bank will ask for Borrower's name, taxpayer
identification number, business address, and other information that will allow
Bank to identify Borrower. Bank may also ask, if Borrower is an individual to
see Borrower's driver's license or other identifying documents, and if Borrower
is not an individual to see Borrower's legal organizational documents or other
identifying documents.

10. WAIVER OF SPECIAL DAMAGES. THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM
THE BANK N ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.

11. JURY WAIVER. THE BORROWER AND THE BANK HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN
THE BORROWER AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT.
THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING
DESCRIBED HEREIN.

Address(es) for Notices:

Borrower:
     Eager Beaver Car Wash, Inc
     1000 Crawford Place, Suite 400
     Mount Laurel, NJ 08054
     Attn:______________________

By: /s/ Robert M. Kramer
   ---------------------
        Robert M. Kramer      Secretary
        Printed Name          Title


                                                            Date Signed: 3/11/04

Address for Notices:

     Bank One, NA, with its main office in Chicago, IL
     1301 5. Bowen Rd.
     Arlington, TX 76013
     Attn:______________________

By:  /s/ Mark W. Warren
   --------------------
         Mark W. Warren       First Vice President
         Printed Name         Title

                                                            Date Signed: 3/12/04

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