JPMORGAN CHASE BANK, N.A. MODIFICATION, RENEWAL AND EXTENSION OF NOTE, LIENS AND CREDIT AGREEMENT

This Modification, Renewal and Extension of Note, Liens and Credit Agreement (herein referred to as this “Agreement”) is being executed on this 8th day of May, 2009, to be effective April 15, 2009 (herein referred to as the “Effective Date”) by and among MACE SECURITY PRODUCTS, INC., a Delaware corporation (herein referred to as “Maker”) whose current address is 240 Gibraltar Road, Suite 220, Horsham, Pennsylvania  19044, MACE CAR WASH ARIZONA, INC. d/b/a GENIE CAR WASH (herein referred to as “Mace Car Wash”) whose address is 240 Gibraltar Road, Suite 220, Horsham, Pennsylvania  19044, COLONIAL FULL SERVICE CAR WASH, INC. (herein referred to as “Colonial”) whose address is 240 Gibraltar Road, Suite 220, Horsham, Pennsylvania  19044, MACE SECURITY INTERNATIONAL, INC. (herein referred to as “Mace Security”) whose address is 240 Gibraltar Road, Suite 220, Horsham, Pennsylvania  19044, and JPMORGAN CHASE BANK, N.A., a national banking association, and its successors and assigns, successor by merger to Bank One, N.A. (herein referred to as “Bank”) whose current address is 420 Throckmorton, Suite 400, Fort Worth, Texas 76102.

WHEREAS, on the 15 ^th day of September, 2004, Maker did execute that one certain Promissory Note (herein referred to as the “Note”) in the original principal amount of $825,000.00 payable to the order of Bank, secured by, inter alia, Deed of Trust, Security Agreement and Assignment of Rents and Leases of even date therewith to Douglass J. Kroiss, Trustee, covering the property described therein and including the property described in Exhibit “A” attached hereto and incorporated herein by reference for all purposes (herein referred to as the “Property”), said Deed of Trust being recorded in Volume 2004188, Page 14376 , Real Property Records, Dallas County, Texas (herein referred to as the “Deed of Trust”); and

WHEREAS in connection with the execution of the Note and Deed of Trust, Mace Car Wash, Colonial, Mace Security, Eager Beaver Car Wash, Inc. (“Eager Beaver”) and Mace Truck Wash d/ba/ Red Baron Truck Wash (“Mace Truck”, and said Mace Car Wash, Colonial, Mace Security, Eager Beaver and Mace Truck being collectively referred to herein as the “Guarantors”) did execute their respective Guaranty Agreements guaranteeing the payment of the Note (herein referred to as the “Original Guaranties”); and

WHEREAS, Maker and Bank did execute that one certain Credit Agreement dated October 31, 2006 (herein referred to as the “Credit Agreement”, and said Note, Deed of Trust, the Original Guaranties, the Credit Agreement, this Agreement and all other documents executed in connection therewith being collectively referred to herein as the “Loan Documents”); and

WHEREAS, Maker has requested that Bank extend the maturity date of the Note and to modify certain other provisions contained in the Loan Documents, and Bank, being the legal owner and holder of the Note and the liens securing the Note, is agreeable thereto subject to certain terms and provisions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the modification of the Loan Documents as set forth below, Maker and Bank hereby agree as follows:

1.            Note Balance .   Borrower and Bank hereby acknowledge and agree that the outstanding principal balance of the Note as of the Effective Date hereof is $649,549.63.  Borrower hereby promises to pay all sums due under the Note and the Loan Documents.

2.            Maturity Date .  The maturity date of the Note shall be extended to April 15, 2012 (the “Extended Maturity Date”).

3.            Interest Rate .  Interest on the unpaid principal balance of the Note shall accrue at the rate which shall from day to day be equal to the rate of 00.95% per annum (the “Applicable Margin”) above the Chase Bank Floating Rate (“CBFR”) (as hereinafter defined) computed on the basis of a 360 day year unless that calculation would result in a usurious interest rate, in which case interest will be calculated on the basis of a 365 or 366 day year, as the case may be (the “Note Rate”), and at a rate of 3.00% per annum above the Note Rate, at the Bank’s option, upon the occurrence of any default under the Note, whether or not the Bank elects to accelerate the maturity of the Note, from the date of such increased rate is imposed by Bank.  As used herein, CBFR shall mean the Prime Rate (as hereinafter defined); provided that the CBFR shall, on any day, not be less than the Adjusted One Month LIBOR Rate (as hereinafter defined).  The CBFR is a variable rate and any change in the CBFR due to any change in the Prime Rate or the Adjusted One Month LIBOR Rate is effective from and including the effective date of such change in the Prime Rate or the Adjusted One Month LIBOR Rate, respectively.  As used herein, Prime Rate means the rate of interest per annum announced from time to time by the Bank as its prime rate.  The Prime Rate is a variable rate and each change in the Prime Rate is effective from and including the date the change is announced as being effective.  THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE THE BANK’S LOWEST RATE.  As used herein, Adjusted One Month LIBOR Rate means, for any day, the sum of (i) 2.50% per annum plus (ii) the quotient of (a) the interest rate determined by the Bank by reference to the Page (as hereinafter defined) to be the rate at approximately 11:00 a.m. London time, on such date or, if such date is not a Business Day (as hereinafter defined), on the immediately preceding Business Day for dollar deposits with a maturity equal to one (1) month divided by (b) one minus the Reserve Requirement (as hereinafter defined)(expressed as a decimal) applicable to dollar deposits in the London interbank market with a maturity equal to one (1) month.   As used herein Page means Reuters Screen LIBOR01 formerly known as Page 3750 of the Moneyline Telerate Service (together with any successor or substitute, the “Service”) or any successor or substitute page of the Service providing rate quotations comparable to those currently provided on such page of the Service, as determined by the Bank from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market.  As used herein Business Day means (i) with respect to the Adjusted One Month LIBOR Rate, a day (other than a Saturday or Sunday) on which banks generally are open in Texas and/or New York for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed.  As used herein Reserve Requirement means the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D (as hereinafter defined).  As used herein Regulation D means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.  The Bank’s determination of such CBFR shall be conclusive.  Such rate shall fluctuate automatically upward and downward, without notice to Maker or any other party.

4.            Payment Terms .  From and after the Effective Date, the Note shall be amortized on the basis of a 134 month straightline amortization (the “Amortization Period”) payable in monthly installments of $4,847.38 each, plus interest, commencing on the 15 ^th day of May, 2009 and continuing on the same day of each month thereafter through the Extended Maturity Date.  Interest shall be adjusted with each change in the CBFR.  Each such payment shall be applied first to accrued but unpaid interest and then to principal.

5.            Release of Guarantors/Reaffirmation of Guaranty .  It is agreed by and between Maker and Bank that Eager Beaver and Mace Truck shall be released as Guarantors on the Note and hereinafter the said Eager Beaver and Mace Truck shall not be included in the definition of Guarantors.  All other Guarantors herein reaffirm their liability to Bank under their respective Guaranties and hereby acknowledge and agree that neither this Agreement nor any documents executed in connection herewith or in connection with the Loan Documents, shall in any way affect, impair or diminish Guarantors’ obligations or Bank’s rights and remedies as provided in the Guaranties.

6.            Modification of Credit Agreement .

(A).        Paragraph 1. of the Credit Agreement entitled “ Credit Facilities ” is hereby deleted and the following is substituted in its place, to-wit:

“ 1.            Credit Facilities .

1.1             Scope .  This agreement, unless otherwise agreed to in writing by the Bank and the Borrower or prohibited by applicable law, governs the Liabilities, as defined below, including but not limited to, the following described promissory notes:

1.2             Facility A (Line of Credit) .  The Bank agrees to extend credit to the Borrower in the original principal sum not to exceed $500,000.00 in the aggregate at any one time outstanding (“Facility A”).  Credit under Facility A shall be repayable as set forth in a Line of Credit Note executed concurrently with the agreement and any renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefore.  The proceeds of Facility A shall be used for the following purpose: support working capital

1.3             Facility B (Term Loan) .  The Bank agrees to extend credit to the Borrower in the form of the modification of a loan in the original principal sum of Eight Hundred Twenty-Five Thousand and No/100 Dollars ($825,000.00) (“Facility B”), bearing interest and payable as set forth in the Note dated September 15, 2004 as modified or amended by any renewals, modifications or extensions thereof, including, but not limited to that certain Modification, Renewal and Extension of Note and Lien dated as of April 15, 2009.  The security for Facility B is a lien on Lot 1, Block A, Signature Stone Addition, an Addition to the City of Farmers Branch, Dallas County, Texas.”

(B).         Paragraph 5.2N of the Credit Agreement entitled “ Liquidity ” is hereby deleted and the following is substituted in its place, to-wit:

“ N.           Liquidity.   Permit at any time the total of cash and marketable securities of Mace Security International, Inc. to be less than $3,000,000.00.”

7.            Acknowledgment by Maker .   Maker agrees that all terms and provisions of the Note, the Deed of Trust, the Credit Agreement, and any and all other instruments creating or affixing the liens securing the Note shall be and remain in full force and effect as written, except as otherwise expressly provided in this Agreement.  Maker agrees that this extension of the maturity date and rearrangement of the payment terms on the Note shall in no manner affect or impair said Note and the liens securing same and that said liens shall in no manner be waived, the purpose of this instrument being simply to extend the maturity date of the Note and to rearrange the time or manner of payment of said Note.  All of the Property as descr