MACE SECURITY INTERNATIONAL INC
AGREEMENT
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<TYPE>EX-10.141
<SEQUENCE>5
<FILENAME>dex10141.txt
<DESCRIPTION>AGREEMENT
<TEXT>
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                                                                 Exhibit 10.141

              FINAL RECONCILEMENT OF AMOUNTS OWED UNDER MANAGEMENT
                                   AGREEMENT

     This Final Reconcilement of Amounts Owed Under Management Agreement dated
as of July 22, 2002 (the "Reconcilement Agreement"), has been executed by and
between Mace Security International, Inc., a Delaware corporation ("Owner"),
and, Mark Sport, Inc., a Vermont corporation ("Operator"). RECITALS

     The parties to this Reconcilement Agreement are the current parties in
interest to that certain Management Agreement dated February 1, 2000, as amended
and extended (as so amended and extended, the "Management Agreement"). Owner and
Operator are entering into this Reconcilement Agreement to evidence their
agreement as to the net amount owed as of April 30, 2002, between the parties
under the terms of the Management Agreement.

     Pursuant to a Further Amendment to Management Agreement dated February 21,
2002, forming a part of the Management Agreement, the Owner and Operator agreed
that (i) the net amount of $126,847 was owed by Operator to Owner under the
Management Agreement for the period through December 31, 2001, (ii) for purposes
of calculating the Balance Statement Payment due upon termination of the
Management Agreement, the Ending Balance Statement shall be compared to the
December 31, 2001, balance statement of the Business instead of being compared
to the January Balance Statement as provided in the original Management
Agreement and (iii) the Depreciation and Expense Payment due under Paragraph 5.3
of the Management Agreement was to be calculated from January 1, 2002 through
the end of Management Term, instead of from February 1, 2000 through the end of
the Management Term.

     The parties by this Reconcilement Agreement wish to set forth their
understanding and agreement concerning the amounts due under the Management
Agreement through the end of the Management Term which occurred on April 30,
2002, and further wish to made an amendment to the Management Agreement, as set
forth hereinbelow.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration, received to the
full satisfaction of each of them, the parties hereby agree as follows:

                                    ARTICLE I
                                    PAYMENTS

     1.1 All capitalized terms used but not defined in this Reconcilement
Agreement shall have the meanings ascribed to them in the Management Agreement.

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     1.2 The parties acknowledge that Operator owes the Owner the amount of
$126,847 for the period through December 31, 2001, as set forth in the Further
Amendment to Management Agreement dated as of February 21, 2002 ("December
Payment"). Owner acknowledges that the December Payment will be satisfied when
Kmart Corporation pays a receivable in the amount of $126,847 which it owes. The
Kmart receivable for $126,847 was generated from the consignment sale of
products produced by the Business during the Management Term. Operator
acknowledges that all receivables generated by the Business during the
Management Term which belong to and are owned by the Owner.

     1.3 Owner and Operator have agreed that a payment of One Hundred Thousand
($100,000) Dollars is due from Operator to Owner under the Management Agreement
for the period January 1, 2002 through the end of the Management Term on April
30, 2002. Operator shall pay Owner One Hundred Thousand ($100,000) on or before
July 31, 2002. The agreed upon payment of One Hundred Thousand ($100,000)
Dollars is a compromised amount, as Owner believes that Operator owes a payment
of One Hundred Thirty Eight Thousand Nine Hundred and Forty Four ($138,944)
Dollars and Operator believes that it owes Owner less then One Hundred Thousand
($100,000) Dollars. The payment of One Hundred Thousand ($100,000) shall be
applied on Owner's books of record as follows: (i) Eighty Thousand ($80,000)
Dollars in payment of the Twenty Thousand ($20,000) Dollar Monthly Payment for
the period beginning January 1, 2002 and ending April 30, 2002, and (ii) Twenty
Thousand ($20,000) Dollars to pay the receivable on Owner's books which Operator
owes due to the cash operating losses of the Business for the period beginning
January 1, 2002 and ending April 30, 2002. The Thirty Eight Thousand Nine
Hundred and Forty Four ($38,944) Dollar balance of the amount that Owner
believes is owed by Operator shall be written off by Owner on its books of
account as follows: (i) Nineteen Thousand Six Hundred Twenty Six Dollars and
Forty Five Cents ($19,626.45) against the Depreciation and Expense Payment
booked by owner under the Management Agreement for the period beginning January
1, 2002 and ending April 30, 2002, and (ii) Nineteen Thousand Three Hundred
Seventeen Dollars and Fifty Five Cents ($19,317.55) against the receivable on
Owner's books which Operator owes due to the cash operating losses of the
Business for the period beginning January 1, 2002 and ending April 30, 2002.

     1.4 The parties hereto agree that, notwithstanding any previous dispute as
to amounts owed between the parties, upon the payment of One Hundred Thousand
($100,000) Dollars by Operator to Owner as set forth in paragraph 1.3 above,
Operator and Owner do not owe each other any further monies, for any and all
payments, reimbursements and costs provided for in the Management Agreement,
whether by way of Monthly Payment, Operator Fee, Balance Statement Payment,
Operating Revenue, Operating Cost, Capital Cost, Depreciation Expense Payment,
or otherwise through the end of the Management Term of April 30, 2002.

                                   ARTICLE II
                                   AMENDMENTS

     2.1 Paragraph 13.3 of the Management Agreement provides that Owner shall
pay Operator a commission upon the sale of the Business, all as set forth in
Paragraph 13.3. The parties hereby agree that the amount to be paid to Operator
by Owner under Paragraph 13.3 shall


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not exceed One Hundred Thousand ($100,000) Dollars notwithstanding the
provisions of Paragraph 13.3. The parties hereby further agree that the
provisions of Paragraph 13.3 shall be null and void and not amounts shall be due
to Operator under Paragraph 13.3, if the sell of the Business occurs on or after
July 22, 2007.

     2.2 Paragraph 13.1 of the Management Agreement which sets forth the
conditions under which Operator shall have a right of offer over the Business
shall expire and be of not further effect on and after July 22, 2007.

                                   ARTICLE III
                                  Miscellaneous

     3.1 All references in the Management Agreement to "this Agreement" or like
terms shall mean and be a reference to the Management Agreement as amended by
this Reconcilement Agreement and all references to "the Management Agreement" or
a like term in any agreement executed in connection with the Management
Agreement shall mean and be a reference to the Management Agreement as amended
by this Reconcilement Agreement.

     3.2 The parties further acknowledge that the Management Agreement is to be
strictly enforced and that there are no oral or other understandings concerning
the Management Agreement which are not contained in the four corners of the
Management Agreement.

     IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written.

                                  OWNER:
                                  Mace Security International, Inc.

                                  By: /s/ Robert M. Kramer
                                     Robert M. Kramer, Executive Vice President

                                  OPERATOR:
                                  Mark Sport, Inc.

                                  By: /s/ Jon E. Goodrich
                                     Jon E. Goodrich, President

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