OASIS CAR WASH INC /TX, SB-2, 1998-02-11

OASIS CAR WASH INC /TX
SB-2, 1998-02-11

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<PAGE> 1
As filed with the Securities and Exchange Commission on February 11, 1998
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

FORM SB-2
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

--------------

OASIS CAR WASH, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

--------------

TEXAS 7542 75-2714406
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

--------------

RICHARD W. WEYAND
15209 ADDISON ROAD 15209 ADDISON ROAD
ADDISON, TEXAS 75248 ADDISON, TEXAS 75248
(972) 239-5180 (972) 239-5180
(Address and telephone (Name, address and telephone
of registrant's principal executive offices number of agent for service)

---------------------------------

Copies of communications to:

RICHARD F. DAHLSON VINCENT J. MCGILL
JACKSON WALKER L.L.P. PHILLIPS NIZER BENJAMIN KRIM & BALLON L.L.P.
901 MAIN STREET, SUITE 6000 666 5TH AVENUE
DALLAS, TEXAS 75202-3797 NEW YORK CITY, NEW YORK 10103-0084
TELEPHONE: (214) 953-6000 TELEPHONE: (212) 977-9700
TELECOPIER: (214) 953-5822 TELECOPIER: (212) 262-5152

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Common Stock, $.001 par value................................. 2,300,000(2) $ 5.00 $11,500,000 $3,965.52
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Purchase Warrant................................. 2,300,000(3) $ .125 (8) (8)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, Issuable Under Warrants......................... 2,300,000(4) $ 7.50 $17,250,000 $5,948.28
- -----------------------------------------------------------------------------------------------------------------------------------
Representative's Common Stock(5).............................. 200,000 $ 6.00 $ 1,200,000 $ 413.79
- -----------------------------------------------------------------------------------------------------------------------------------
Representative's Common Stock Purchase Warrant(6) 200,000 $ .15 (8) (8)
- -----------------------------------------------------------------------------------------------------------------------------------
Representative's Common Stock Issuable Under Representative's
Common Stock Purchase Warrant(7).............................. 200,000 $ 7.50 $ 1,500,000 $ 517.24
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL................................................................................ $31,450,000 $10,844.83
===================================================================================================================================
</TABLE>

(Footnotes on page 2)
<PAGE> 2

(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933, as amended.

(2) Includes 300,000 shares of Common Stock issuable pursuant to the
Representative's over-allotment option.

(3) Includes 300,000 Warrants issuable pursuant to the Representative's
over-allotment option.

(4) Represents shares of Common Stock issuable upon exercise of the Warrants
registered hereby together with such additional indeterminate number of
shares as may be issued upon exercise of such Warrants by reason of the
anti-dilution provisions contained therein.

(5) Represents shares of Common Stock issuable upon exercise of the
Representative's Warrant, together with such additional indeterminate
number of shares of Common Stock as may be issued upon exercise of such
Representative's Warrant by reason of the anti-dilution provisions
contained therein.

(6) Represents Common Stock Purchase Warrants issuable upon exercise of the
Representative's Warrant, together with such additional indeterminate
number of Warrants as may be issued upon exercise of such Representative's
Warrant.

(7) Represents shares of Common Stock issuable upon exercise of the Common
Stock Purchase Warrants included within the Representative's Warrant,
together with such additional indeterminate number of shares of Common
Stock as may be issued upon exercise of such Warrants by reason of the
anti-dilution provisions contained therein.

(8) Pursuant to Rule 457(i) of the Securities Act of 1993, no separate
registration fee is required because the Common Stock underlying the Common
Stock Purchase Warrants is being registered in the same registration
statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

================================================================================

- 2 -
<PAGE> 3

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED _________, 1998

OASIS CAR WASH, INC.

2,000,000 SHARES OF COMMON STOCK

2,000,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

Oasis Car Wash, Inc. (the "Company" or "Oasis") is hereby offering
2,000,000 shares of its common stock, par value $0.001 per share (the "Common
Stock") and redeemable warrants to purchase an additional 2,000,000 shares of
Common Stock (the "Warrants"). The Common Stock and the Warrants (collectively,
the "Securities") are being offered separately and not as units, and each is
separately transferable. Prior to this offering (the "Offering"), there has been
no public market for the Securities. It is estimated that the initial public
offering price will be $5.00 per share for the Common Stock (the "Share Offering
Price") and $.125 per Warrant.

Each Warrant entitles the holder to purchase one share of Common Stock at a
price of $7.50 per share (150% of the Share Offering Price) during the five-year
period from the date of this Prospectus. The Warrants are redeemable by the
Company for $.05 per Warrant on not less than 30 nor more than 60 days written
notice if the closing price for the Common Stock for seven trading days during a
10 consecutive trading day period ending not more than 15 days prior to the date
that the notice of redemption is mailed equals or exceeds $10.00 per share (200%
of the Share Offering Price), subject to adjustment under certain circumstances
and provided there is then a current effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
issuance and sale of Common Stock upon the exercise of the Warrants. Any
redemption of the Warrants during the one-year period commencing on the date of
this Prospectus shall require the written consent of First London Securities
Corporation, the representative of the Underwriters (the "Representative"). See
"Description of Securities."

The initial public offering prices of the Common Stock and Warrants and the
exercise price and other terms of the Warrants have been determined through
negotiations between the Company and the Representative and are not related to
the Company's assets, book value, financial condition or other recognized
criteria of value. Although the Company has applied for the inclusion of the
Common Stock and the Warrants on the Boston Stock Exchange (the "BSE") under the
symbols " " and " ," respectively, and on the Nasdaq SmallCap Market ("Nasdaq")
under the symbols " " and " ", respectively, there can be no assurance that an
active trading market in the Company's securities will develop or be sustained.

-----------------------

THESE ARE SPECULATIVE SECURITIES, AN INVESTMENT IN THE SECURITIES OFFERED HEREBY
INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION FROM THE
PUBLIC OFFERING PRICE OF THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY
INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS"
ON PAGES 4 - 7 AND "DILUTION."

-----------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
======================================================================================================================
UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(1) COMPANY(2)(3)
- ----------------------------------------------------------------------------------------------------------------------

<S> <C>
Per Share of Common Stock............................ $ $ $
- ----------------------------------------------------------------------------------------------------------------------
Per Warrant.......................................... $ $ $
- ----------------------------------------------------------------------------------------------------------------------
Total(3)............................................. $ $ $
======================================================================================================================
</TABLE>

(See footnotes on the following page)

-----------------------

The Securities offered by this Prospectus are being offered on a firm
commitment basis by the Underwriters when, as and if delivered to and accepted
by the Underwriters, subject to prior sale, and certain other conditions. The
Representative reserves the right to withdraw, cancel or modify the Offering
without notice and to reject any order, in whole or in part. It is expected that
delivery of the certificates representing the shares will be made against
payment therefor at the offices of First London Securities Corporation, Dallas,
Texas on or about ______________, 1998.

-----------------------

FIRST LONDON SECURITIES CORPORATION

-----------------------

The date of this Prospectus is , 1998

<PAGE> 4

(1) Does not include additional underwriting compensation to be received by the
Representative in the form of (i) a non-accountable expense allowance equal
to 3% of the gross proceeds of this Offering, of which $50,000 has been
paid to date, and (ii) a warrant issued to the Representative (the
"Representative's Warrant") to purchase up to 200,000 shares of Common
Stock and up to 200,000 Warrants exercisable for a four-year period
commencing one year after the effective date of this Offering at an
exercise price of 120% of the initial offering price of the Shares and
Warrants (in each case subject to adjustment). In addition, the Company has
granted to the Representative certain registration rights with respect to
registration of the shares of Common Stock and the warrants underlying the
Representative's Warrant (the "Underlying Warrants") and the shares of
Common Stock issuable upon exercise of the Underlying Warrants. The Company
has agreed to pay the Representative upon the exercise or redemption of the
Warrants a fee equal to 5% of the gross proceeds received by the Company
from the exercise of the Warrants and 5% of the aggregate redemption price
for Warrants redeemed. Such fee will be paid to the Representative no
sooner than 12 months after the effective date of this Offering.
Additionally, the Representative or its designee must be designated by the
Warrant holder as having solicited the Warrant in order to receive the fee.
The Company has agreed to indemnify the Underwriters against certain
liabilities arising under the Securities Act. See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $992,032,
including the Representative's non-accountable expense allowance.

(3) The Company has granted the Representative an option (the "Representative's
Over-Allotment Option"), exercisable within 45 days from the date of this
Prospectus, to purchase on the same terms as the Securities offered hereby
up to 300,000 additional shares of Common Stock and up to 300,000
additional Warrants solely to cover over-allotments, if any. If the
Representative's Over-Allotment Option is exercised in full, the total
Price to Public, Underwriting Commissions, and Proceeds to Company will be
___________, ___________ and ___________, respectively. See "Underwriting."

-----------------------

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form SB-2 (the "Registration
Statement"), pursuant to the Securities Act with respect to the Securities
offered by this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto.
THE STATEMENTS CONTAINED IN THIS PROSPECTUS AS TO THE CONTENTS OF ANY CONTRACT
OR OTHER DOCUMENT IDENTIFIED AS EXHIBITS IN THIS PROSPECTUS ARE NOT NECESSARILY
COMPLETE, AND IN EACH INSTANCE, REFERENCE IS MADE TO A COPY OF SUCH CONTRACT OR
DOCUMENT FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT, EACH STATEMENT BEING
QUALIFIED IN ANY AND ALL RESPECTS BY SUCH REFERENCE. For further information
with respect to the Company and the securities offered hereby, reference is made
to the Registration Statement and exhibits which may be inspected without charge
at the Commission's principal office at Judiciary Plaza, 450 Fifth Street, NW,
Washington, DC 20549.

Upon consummation of this Offering, the Company will become subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and in accordance therewith will file reports, proxy statements
and other information with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its
New York Regional Office, Room 1300, 7 World Trade Center, New York, New York
10048; and at its Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may also be obtained from the Public Reference Section of the
Commission at prescribed rates. The Company's Registration Statement as well as
any reports to be filed under the Exchange Act can also be obtained
electronically after the Company has filed such documents with the Commission
through a variety of databases, including among others, the Commission's
Electronic Data Gathering, Analysis And Retrieval ("EDGAR") program,
Knight-Ridder Information, Inc., Federal Filings/Dow Jones and Lexis/Nexis.
Additionally, the Commission maintains a Website (at http://www.sec.gov) that
contains such information regarding the Company.

The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other reports as the Company
deems appropriate or as may be required by law.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK OR WARRANTS INCLUDING OVERALLOTMENT. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

- 2 -
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this Prospectus. Except as otherwise noted, the information contained in this
Prospectus assumes no exercise of the Underwriters' over-allotment option and
has been adjusted to reflect a 50 to 1 stock split effected on February 10,
1998. This Prospectus assumes an initial price to the public of $5.00 per share.
Unless otherwise indicated herein, the "Company" or "Oasis" shall include its
Predecessors, whose assets were purchased by the Company in August 1997. In
addition to the other information in this Prospectus, prospective investors
should carefully consider the information set forth under the heading "Risk
Factors."

THE COMPANY

Oasis Car Wash, Inc., a Texas corporation (the "Company" or "Oasis"), is an
innovative chain of upscale, full-service car washes providing the convenience
of full service gas, washing and detailing in a modern, customer-oriented
environment. Unlike the majority of car washes in the United States, which are
individually owned, the Company benefits from the efficiencies of centrally
managing and controlling many aspects of each location including chemical usage,
utilities and labor. The Company presently owns five locations in Dallas, Texas
and the surrounding suburban area (the "Dallas Area"), and is scheduled to open
a sixth location during the first quarter of 1998. Two of the Company's
locations are equipped with a new, state-of-the-art washing system called The
Hy-Brid System. The Hy-Brid System will be installed in the remaining four
locations by the first quarter of 1998. The HyBrid System is a touchless washing
system that uses high pressure water and chemicals and soft cloths to wash
vehicles in a way that management believes is safer, cleaner and quicker than
any other current car washing system.

The Company's primary business strategies are to: (i) continue to open or
acquire additional upscale car washes in the United States; (ii) develop and
implement car washing products, systems and technology that allow the Company to
monitor and reduce major cost/usage components (i.e., labor, chemicals and
water); (iii) become vertically integrated by manufacturing its own equipment
and chemicals for use in existing and future Company owned locations, as well as
selling equipment and chemicals to other car washes; and (iv) increase the
average dollars spent by a customer during each visit by selling additional car
wash services and car wash packages as well as increasing retail sales in its
onsite retail areas. The Company intends to open or acquire sixteen to twenty
car washes in 1998.

In October 1997, the Company acquired all of the assets of Stanford
Chemical I, LTD., a Texas limited partnership ("Stanford Chemical"). See
"Business - General." Stanford Chemical is a manufacturer of non-toxic,
non-hazardous, environmentally responsible cleaning products, including vehicle
wash products, floor car products, all purpose and heavy duty cleaners,
restaurant cleaners, disinfectants, washroom products, laundry products and
industrial cleaners. The Company purchases approximately 95% of its wash
supplies from Stanford Chemical and has worked with Stanford Chemical to develop
cleaning solutions to use in its car washes. Prior to its acquisition of
Stanford Chemical, the Company comprised approximately 25% of the business of
Stanford Chemical in 1997.

The Company was incorporated in Texas on July 3, 1997, in order to
consolidate the ownership interests of Richard W. Weyand, Chairman of the Board
and President of the Company, and his affiliates into one entity. Subsequent to
its incorporation, Car Wash Properties North, L.P., Car Wash Properties North
II, L.P., Car Wash Properties North III, L.P., Car Wash Properties North IV,
L.P. and Car Wash Properties North V, L.P. (collectively, the "Predecessors"),
each of which owned one car wash location, sold their assets to the Company. See
"Certain Transactions." Additionally, the Company acquired from Mr. Weyand and
his affiliates Stanford Chemical's net assets. See "Business -
General" and "Certain Transactions." The principal executive offices of the
Company are located at 15209 Addison Road, Addison, Texas 75248, telephone
number (972) 960-9717.

<PAGE> 6

THE OFFERING

<TABLE>

<S> <C>
Common Stock Offered.................... 2,000,000 Shares
Warrants Offered........................ 2,000,000 Warrants

Common Stock Outstanding:

Prior to the Offering................. 5,000,000 Shares
After the Offering.................... 7,255,000 Shares (1)

Warrants Outstanding:

Prior to the Offering................. none
After the Offering.................... 2,000,000

Estimated Net Proceeds.................. $8,232,968 (2)

Use of Proceeds......................... The Company intends to use the net proceeds of the Offering (i) to fund
its acquisition strategy, (ii) for capital expenditures for existing car wash
locations, (iii) to repay indebtedness and (iv) for working capital and
general corporate purposes.

Proposed Trading Symbols:(3)

Boston Stock Exchange:
Common Stock........................
Warrants............................

Nasdaq SmallCap Market:
Common Stock........................
Warrants............................

Risk Factors:........................... The Common Stock and the Warrants offered hereby are speculative and
involve a high degree of risk. Investors should carefully consider the risk
factors enumerated herein before investing in the Common Stock and the
Warrants. See "Risk Factors" and "Dilution."
</TABLE>

- --------------------

(1) Includes 200,000 shares of Common Stock issuable pursuant to the terms of
the Company's 10% Bridge Notes and 55,000 shares of Common Stock issuable
pursuant to agreements with three previous limited partners of two of the
Company's car washes. See "Bridge Notes" and "Certain Transactions."
Excludes (i) 2,000,000 shares of Common Stock issuable upon the exercise
of the Warrants offered hereby and (ii) the 400,000 shares of Common Stock
issuable upon exercise of the Representative's Warrant and the Warrants
therein.

(2) After subtracting the underwriting discounts and commissions and estimated
Offering expenses by the Company, including a 3% on non-accountable expense
allowance to the Representative.

(3) Boston Stock Exchange and Nasdaq symbols do not imply that an established
public trading market will develop for any of these Securities, or if
developed, that any such market will be sustained. See "Risk
Factors--Possible Applicability of Rules Relating to Low-Priced Stock;
Possible Failure to Qualify for Boston Stock Exchange or Nasdaq SmallCap
Market Listing."

- 2 -
<PAGE> 7

SUMMARY COMBINED AND PRO FORMA FINANCIAL DATA

<TABLE>
<CAPTION>
Nine Months Ended
Fiscal Year Ended September 30,
------------------------------ -----------------------------------------------
June 30, December 31, Pro Forma
1995 1996 1996 1997 1997(1)
------------- --------------- ------------- ------------- -----------
(Predecessor
Business)

<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues $ 5,413,025 $ 6,334,846 $ 4,543,448 $ 5,683,267 $ 5,683,267
Gross Profit 1,518,236 2,258,245 1,630,084 2,258,740 2,258,740
Income (Loss) From
Operations 245,607 428,292 409,279 (89,143) (89,143)
Interest Expense 17,147 810,934 581,743 866,881 2,005,730
(Loss) Income Before
Pro Forma Provision
for Income Taxes 203,314 (376,890) (166,766) (950,711) (2,089,560)

PRO FORMA STATEMENT OF
INCOME DATA:
Pro Forma Provision for
Income Taxes 69,126 -- -- -- --
Pro Forma Net (Loss)
Income 134,188 (376,890) (166,766) (950,711) (2,089,560)
Pro Forma Net (Loss)
Income per Common
Share $ 0.02 $ (0.08) $ (0.03) $ (0.19) $ (0.40)
Pro Forma Weighted
Average Number of
Common Shares
Outstanding 5,000,000 5,000,000 5,000,000 5,000,000 5,255,000
</TABLE>

<TABLE>
<CAPTION>
September 30, 1997
-----------------------------------------------
December 31, Pro Forma
1996 Actual Pro Forma As Adjusted(2)
--------------- ------------- ------------ --------------

<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital (Deficit) $ (1,516,011) $ (2,694,732) $ (4,315,604) $ 4,112,136
Total Assets 11,646,254 14,082,795 14,405,195 20,638,163
Long-Term Debt 8,004,475 10,205,796 9,790,796 9,790,796
Partner/Stockholder Loans 1,006,703 603,154 16,903 16,903
Owners' Equity (Deficit) 827,893 19,669 (331,680) 7,901,288
</TABLE>

- -------------

(1) Pro forma adjusted for issuance of Bridge Notes, interest related to
Bridge Note financing, cash payments and common stock issuance to limited
partners contingent upon successful completion of proposed initial public
offering ("IPO").

(2) Pro forma as adjusted includes all adjustments reflected in (1) above, plus
the sale of 2,000,000 shares of Common Stock, assuming an IPO price of
$5.00 and the sale of 2,000,000, assuming an IPO price of $.125 net of
issuance cost of $2,017,032.

- 3 -
<PAGE> 8

RISK FACTORS

The Securities offered hereby are highly speculative and should be
purchased only by persons who can afford to lose their entire investment in the
Company. In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the following factors in
evaluating an investment in the Securities offered hereby.

START UP COMPANY. The Predecessors commenced acquiring and operating car
washes in December 1995, and the Company was only formed in July 1997. The
Company's operations are subject to all of the risks inherent in establishing a
new business enterprise. The Company's potential for success must be considered
in light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with a new business. No assurances can be
given that the Company will be successful. If the Company is not successful, any
money invested in the Company may be lost.

DEBT SERVICE CAPABILITY. The Company has a substantial amount of debt.
There can be no assurance that the operations of the Company will generate
sufficient net income to service such debt. The Company's leverage poses
substantial risk to holders of the Company's debt and equity securities in that
it could limit the Company's ability to respond to industry changes or economic
downturns, as well as its ability to satisfy its funding needs for operations or
to raise debt or equity capital.

GEOGRAPHIC CONCENTRATION. All the Company's existing facilities are located
in the Dallas Area, although the Company intends to expand outside this area as
well as outside the State of Texas. Accordingly, the Company's results of
operations may be adversely affected by economic conditions in Dallas Area and
the other geographic areas into which the Company may expand.

ADDITIONAL FINANCING FOR OPPORTUNITIES. Opportunities for the Company to
acquire or build car washes in the future could be lost if it is unable to
acquire the necessary financing by borrowing, retention of earnings, sale of
additional capital stock or debt securities or other conventional financing
sources. The Company has no commitments for additional borrowings or sales of
equity, and there can be no assurance that the Company will be successful in
consummating any such future financing transactions on terms favorable to the
Company, if at all.

MANAGEMENT OF GROWTH. The Company's anticipated growth is expected to place
a significant strain on its managerial, operational and financial resources. To
manage its potential growth, the Company must implement and improve its
operational and financial systems and expand, train and manage its employee
base. There can be no assurances that the Company will be able to effectively
manage the expansion of its operations, that the Company's systems, procedures
or controls will be adequate to support the Company's operations or that the
Company's management will be able to fully exploit market opportunities for the
Company's business. The inability to effectively manage growth could have a
material adverse effect on the Company's business, results of operations and
financial condition.

COMPETITION. The car wash industry is highly competitive. Competition is
based primarily on location, facilities, customer service, available services
and rates. The Company's competitors may have significantly greater financial
and operating resources than the Company. The Company faces competition from
sources outside the car wash industry, such as gas stations that offer automated
car wash services. Because barriers to entry in the general car wash industry
are relatively low, competition may arise from new sources not currently
competing with the Company.

ECONOMIC UNCERTAINTY. Adverse economic conditions may have a negative
impact on the Company's business. In a recession, consumers may be less inclined
to make certain expenditures, including expenditures for car washes. A severe
economic downturn could jeopardize the profitability and continued operation of
the Company.

WEATHER CONDITIONS. The car wash industry is most adversely affected by
poor weather conditions. Poor weather conditions may have been the primary cause
for a 1.5% drop in volume for full-service operators in 1996 (as reported in the
Professional Carwashing & Detailing's 1997 Survey). The Company may be adversely
affected by these factors.

- 4 -
<PAGE> 9

EL NINO PHENOMENON. El Nino is an abnormal warming of the ocean
temperatures across the eastern tropical Pacific Ocean that affects weather
around the globe. This climate phenomenon typically brings wetter, cooler
weather for the southern half of the United States from November through March.
Based on historical data from past El Nino events, some areas in the South may
see as much as 150 to 200 percent of normal rainfall accumulation. Because
inclement weather such as the type caused by El Nino may be the primary cause
for decreased volume in the car wash industry, the Company could be adversely
affected by this weather phenomenon.

REPLACING AND REPAIRING EQUIPMENT. Although the Company undertakes to keep
its car washing equipment in proper operating condition, the harsh operating
environment found in car washes (including the chemicals used therein) results
in frequent mechanical problems. The loss of any key component of a car wash
could make the car wash inoperable. In addition, the failure of the Company to
locate and install replacement equipment could have a material adverse effect on
the Company.

DEPENDENCE ON SENIOR MANAGEMENT. Mr. Weyand and Thomas G. Miller are the
primary executive officers of the Company. The Company is largely dependent upon
their business and management skills. If the services of these individuals
should become unavailable, the business of the Company could be adversely
affected. See "Management."

ABSENCE OF CASH DIVIDENDS; RESTRICTIONS ON PAYMENTS OF DIVIDENDS. The
Company has never declared or paid any cash dividends on its capital stock and
does not anticipate paying cash dividends on its capital stock in the
foreseeable future. Additionally, the Company's loan agreement with its lender
places certain restrictions on the payment of dividends.

CONCENTRATION OF STOCK OWNERSHIP. Mr. Weyand is considered the beneficial
owner of 90% of the outstanding Common Stock (approximately 62.00% following
this Offering), and as a result, Mr. Weyand will be able to exercise significant
influence over all matters requiring shareholder approval, including the ability
to elect all of the Company's directors and approval of significant corporate
transactions. Such concentration of ownership may have the effect of delaying or
preventing a change in control of the Company.

ARBITRARY OFFERING PRICE AND EXERCISE PRICE OF WARRANTS. The public
offering price of the Common Stock and the Warrants and the exercise price of
the Warrants, as well as the exercise price of the Underlying Warrants, have
been determined solely by negotiations between the Company and the
Representative. Among the factors considered in determining these prices were
the Company's current financial condition and prospects, market prices of
similar securities of comparable publicly traded companies and the general
condition of the securities market. However, the public offering price of the
Common Stock and the Warrants and the exercise price of the Warrants and the
Underlying Warrants do not necessarily bear any relationship to the Company's
assets, book value, earnings or any other established criterion of value. See
"Underwriting."

NECESSITY TO MAINTAIN CURRENT PROSPECTUS AND REGISTRATION STATEMENT. The
Company must maintain an effective registration statement on file with the
Commission before any Warrant may be redeemed or exercised. It is possible that
the Company may be unable to cause a registration statement covering the Common
Stock underlying the Warrants to be effective. It is also possible that the
Warrants could be acquired by persons residing in states where the Company is
unable to qualify the Common Stock underlying the Warrants for sale. In either
event, the Warrants may expire, unexercised, which would result in the holders
losing all the value of the Warrants.

STATE BLUE SKY REGISTRATION REQUIRED TO EXERCISE WARRANTS. Holders of the
Warrants have the right to exercise the Warrants only if the underlying shares
of Common Stock are qualified, registered or exempt from registration under
applicable securities laws of the states in which the various holders of the
Warrants reside. The Company cannot issue shares of Common Stock to holders of
the Warrants in states where such shares are not qualified, registered or
exempt. The Company has undertaken, however, to qualify the Warrants for listing
on the Boston Stock Exchange which provides an exemption from state blue sky
registration in over 20 states. See "Description of Securities -- Warrants."

REDEEMABLE WARRANTS AND IMPACT ON INVESTORS. The Warrants are subject to
redemption by the Company in certain circumstances. The Company's exercise of
this right would force a holder of the Warrants to exercise the Warrants and pay
the exercise price at a time when it may be disadvantageous for the holder to do
so, to sell the Warrants at the then current market price when the holder might
otherwise wish to hold the Warrants for possible additional appreciation, or to
accept the redemption price, which is likely to be substantially less than the
market value of the Warrants in the event of a call for redemption. Holders who
do not exercise their Warrants prior to redemption by the Company will forfeit
their right

- 5 -
<PAGE> 10

to purchase the shares of Common Stock underlying the Warrants. The foregoing
notwithstanding, the Company may not redeem the Warrants at any time that a
current registration statement under the Securities Act covering the Common
Stock underlying the Warrants is not then in effect. See "Description of
Securities--Warrants."

REPRESENTATIVE'S POTENTIAL INFLUENCE ON THE MARKET. It is anticipated that
a significant amount of the Common Stock and the Warrants will be sold to
customers of the Representative. Although the Representative has advised the
Company that it intends to make a market in the Common Stock and the Warrants,
it will have no legal obligation to do so. The prices and the liquidity of the
Common Stock and the Warrants may be significantly affected by the degree, if
any, of the Representative's participation in the market. No assurance can be
given that any market making activities of the Representative, if commenced,
will be continued. See "Underwriting."

POSSIBLE APPLICABILITY OF RULES RELATING TO LOW-PRICED STOCKS OR "PENNY
STOCK"; POSSIBLE FAILURE TO QUALIFY FOR BOSTON STOCK EXCHANGE OR NASDAQ SMALLCAP
MARKET LISTING. The Commission has adopted regulations which generally define a
"penny stock" to be any equity security that has a market price (as defined) of
less than $5.00 per share, subject to certain exceptions. While the price at
which the shares of Common Stock offered to the public pursuant to this Offering
will be at least $5.00, the Warrants offered hereby will initially be "penny
stocks" and become subject to rules that impose additional sales practice
requirements on broker/dealers who sell such securities to persons other than
established customers and accredited investors, unless the Common Stock and the
Warrants are listed on the Boston Stock Exchange. There can be no assurance that
the Company will be able to satisfy the listing criteria of the Boston Stock
Exchange or that the Common Stock or the Warrants will trade for $5.00 or more
per Security after the Offering. Consequently, the "penny stock" rules may
restrict the ability of broker/dealers to sell the Company's Securities and may
affect the ability of purchasers in this Offering to sell the Company's
securities in a secondary market.

Although the Company has applied for listing of the Common Stock and the
Warrants on the Boston Stock Exchange and the Nasdaq, there can be no assurance
that such application will be approved or that a trading market for the Common
Stock and the Warrants will develop or, if developed, will be sustained.
Furthermore, there can be no assurance that the Securities purchased by the
public hereunder may be resold at their original offering price or at any other
price.

In order to qualify for initial listing on the Boston Stock Exchange, a
company must, among other things, have at least $3,000,000 in total assets (of
which $2,000,000 are tangible assets), a public float of at least 750,000 shares
(with an aggregate value of at least $1,500,000), a minimum of 600 beneficial
public stockholders owners (exclusive of affiliates) and a minimum bid price for
its securities of $2.00 per share. For continued listing on the Boston Stock
Exchange, a company must maintain a public float of 150,000 shares (having a
value of at least $500,000) and $1,000,000 in total assets, 250 beneficial
public stockholders, and stockholders' equity of $500,000. The failure to meet
these and other maintenance criteria in the future may result in the
discontinuance of the listing of the Common Stock and Warrants on the Boston
Stock Exchange.

In order to qualify for initial listing on the Nasdaq Smallcap Market, a
company must, among other things, have at least $4,000,000 in total assets,
$2,000,000 of total capital and surplus, $1,000,000 "public float," and a
minimum bid price for its securities of $3.00 per share. For continued listing
on the Nasdaq, a company must maintain a $200,000 market value of the public
float, $2,000,000 in total assets and $1,000,000 in total capital and surplus.
In addition, continued inclusion requires two market makers and a minimum bid of
$1.00 per share. The failure to meet these maintenance criteria in the future
may result in the discontinuance of the listing of the Common Stock and Warrants
on the Nasdaq.

If the Company is or becomes unable to meet the listing criteria (either
initially or on a continued basis) of the Boston Stock Exchange or the Nasdaq
and is never traded or becomes delisted therefrom, trading, if any, in the
Common Stock and the Warrants would thereafter be conducted in the
over-the-counter market in the so-called "pink sheets" or, if then available,
the "Electronic Bulletin Board" administered by the National Association of
Securities Dealers, Inc. (the "NASD"). In such event, the market price of the
Common Stock and the Warrants may be adversely impacted. As a result, an
investor may find it difficult to dispose of or to obtain accurate quotations as
to the market value of the Common Stock and the Warrants.

EXERCISE OF REPRESENTATIVE'S PURCHASE WARRANTS. In connection with this
Offering, the Company will sell to the Representative, for nominal
consideration, a Representative's Warrant to purchase 200,000 shares of Common
Stock and 200,000 Warrants from the Company. The Representative's Warrant will
be exercisable for a four-year period commencing one year from the effective
date of this Offering at an exercise price of 120% of the price at which the
Common Stock and Warrants are sold to the public, subject to adjustment. The
Representative's Warrant may have certain dilutive effects

- 6 -
<PAGE> 11

because the holders thereof will be given the opportunity to profit from a rise
in the market price of the underlying shares with a resulting dilution in the
interest of the Company's other shareholders. The terms on which the Company
could obtain additional capital during the life of the Representative's Warrant
may be adversely affected because the holders of the Representative's Warrant
might be expected to exercise them at a time when the Company would otherwise be
able to obtain comparable additional capital in a new offering of securities at
a price per share greater than the exercise price of the Representative's
Warrant.

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF SECURITIES PRICES. Prior to
this Offering, there has been no public market for the Common Stock or the
Warrants. Although the Company has applied to list the Common Stock and the
Warrants on the Boston Stock Exchange and the Nasdaq SmallCap Market, there
can be no assurance that a regular trading market will develop (or be sustained,
if developed) for the Common Stock or the Warrants upon completion of this
Offering, or that purchasers will be able to resell their Common Stock or
Warrants or otherwise liquidate their investment without considerable delay, if
at all. Recent history relating to the market prices of newly public companies
indicates that, from time to time, there may be significant volatility in their
market price. There can be no assurance that the market price of the Common
Stock or the Warrants will not be volatile as a result of a number of factors,
including the Company's financial results or various matters affecting the stock
market generally.

FORWARD-LOOKING STATEMENTS. This Prospectus includes "forward looking
statements" within the meaning of Section 27A of the Securities Act, and Section
21E of the Exchange Act. The actual results of the Company may differ
significantly from the results discussed in such forward-looking statements.
Certain factors that might cause such differences include, but are not limited
to, the factors discussed in this "Risk Factors" section. The safe harbors
contained in Section 27A of the Securities Act and Section 21E of the Securities
Act, which apply to certain forward-looking statements, are not applicable to
this Offering.

ENVIRONMENTAL REGULATION. The Environmental Protection Agency ("EPA") and
state and local regulatory authorities regulate, among other things, discharges
to water and the generation, use, storage, transportation, treatment and
disposal of the cleaning substances used by the Company in its business. The
Company's locations may require operating permits that are subject to
revocation, modification and renewal. See "Business-Regulation."

DILUTION. Purchasers of the Securities will suffer immediate and
significant dilution in net tangible value of the Common Stock. Based on the net
tangible book value of the Common Stock on September 30, 1997, purchasers of the
Securities would have suffered, on a pro forma basis, dilution of 86.2% per
share. The exercise of outstanding warrants, options and convertible or
exchangeable notes will also have an additional dilutive effect on the interests
of the purchasers of the Securities. See "Dilution."

- 7 -
<PAGE> 12

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Common
Stock and Warrants offered hereby (assuming an initial public offering price of
$5.00 per Share and $.125 per Warrant) are estimated to be approximately
$8,232,968 (approximately $9,570,593 if the Underwriters' over-allotment option
is exercised in full), after deducting underwriting discounts and commissions
and estimated offering expenses payable by the Company.

<TABLE>
<CAPTION>
APPLICATION OF NET PROCEEDS DOLLAR AMOUNT PERCENT OF NET PROCEEDS
- --------------------------- ------------- -----------------------

<S> <C> <C>
Repay Bridge Notes(1).................................. $2,166,666 26.3%
Future acquisitions or openings(2)..................... 5,000,000 60.8
Improve existing facilities(3)......................... 250,000 3.0
Purchase of capital equipment(4)....................... 250,000 3.0
General corporate purposes............................. 566,302 6.9
---------- ------
Total $8,232,968 100.0%
========== ======
</TABLE>

- -----------------------------

(1) The Company intends to use approximately $2,166,666 of the net proceeds to
repay certain subordinated promissory notes that were privately issued by
the Company in October 1997 (the "Bridge Notes") and for general corporate
purposes. The outstanding indebtedness under the Bridge Notes bears
interest at a rate of 10% and is due in full on September 30, 2001, or
earlier in certain circumstances, including within five days following the
closing of this Offering. Subject to successful completion of this
Offering, in connection with the full payment of the Bridge Notes, the
Company has agreed to issue to the holders of the Bridge Notes that number
of shares of Common Stock equal to the quotient of $1,000,000 divided by
the initial public offering price. See "Bridge Notes."

(2) A key element of the Company's strategy involves growth through opening new
car washes and acquiring existing car washes and converting them to Company
car washes. The Company intends to open or acquire sixteen to twenty car
washes in 1998. For purposes of calculating "Use of Proceeds", the Company
is budgeting to build and open 3 car washes (at an average cost of
approximately $2,000,000 per location) and acquire 17 car washes (at an
average cost of approximately $2,000,000 per location).

(3) These funds will be used primarily to improve and update existing car wash
locations and retail merchandise in such locations.

(4) These funds will be used for new and ongoing improvements and additions to
the Company's computerized accounting and management systems.

Pending such uses, the Company intends to invest the net proceeds of the
Offering in short-term bank deposits or investment-grade securities. The
foregoing represent the Company's current intentions with respect to the
allocation of the proceeds of this Offering based upon its present plans and
business conditions. However, changed business conditions and various other
factors could result in the application of the proceeds of this Offering in a
manner other than as described in this Prospectus.

DIVIDEND POLICY

To date, the Company has neither declared nor paid any dividends on its
Common Stock nor does the Company anticipate that such dividends will be paid in
the foreseeable future. Rather, the Company intends to retain any earnings to
finance the growth and development of its business. Any payment of cash
dividends on its Common Stock in the future will be dependent, among other
things, upon the Company's earnings, financial condition, capital requirements
and other factors which the Board of Directors deems relevant.

- 8 -
<PAGE> 13

COMBINED CAPITALIZATION

The following table sets forth the capitalization of the Company (i) as of
September 30, 1997, and (ii) as adjusted to reflect the sale by the Company of
2,000,000 shares of Common Stock and 2,000,000 Warrants offered hereby at an
assumed initial public offering price of $5.00 per share of Common Stock and
$.125 per Warrant (after deduction of the underwriting discount and estimated
Offering expenses) and the application of the net proceeds therefrom as
described under "Use of Proceeds."

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
-------------------------------------------------
Notes Payable and Long Term Debt: PRO FORMA
ACTUAL PRO FORMA(1) AS ADJUSTED(2)
------------ ------------ -------------

<S> <C> <C> <C>
Notes Payable $ 2,062,356 $ 3,823,356 $ 1,823,356

Current Maturities of Long-Term Debt 244,188 244,188 244,188

Long -Term Debt 10,205,796 9,790,796 9,790,796
------------ ------------ ------------

Total Liabilities 12,512,340 13,858,340 11,858,340
------------ ------------ ------------

Owners' Equity:

Preferred Stock, $0.001 par value, 5,000,000 Shares -- -- --
Authorized; None Issued and Outstanding

Common Stock, $0.001 par value, 20,000,000
Shares Authorized; 5,000,000 Outstanding, Actual, 5,000 5,255 7,255
5,255,000 Outstanding Pro Forma, and 7,255,000
Outstanding Pro Forma As Adjusted, respectively

Addition Paid in Capital 465,573 1,113,279 9,344,247

Stock Subscription Receivable (100,000) (100,000) (100,000)

Accumulated (Deficit) (211,365) (1,350,214) (1,350,214)

Partners' Equity (Deficit) (139,539) -- --
------------ ------------ ------------

Total Owners' Equity (Deficit) 19,669 (331,680) 7,901,288
------------ ------------ ------------

Total Capitalization $ 12,532,009 $ 13,526,660 $ 19,759,628
============ ============ ============
</TABLE>

- ----------

(1) Pro forma adjusted for issuance of Bridge notes, interest related to
Bridge note financing, cash payments and common stock issuance to limited
partners contingent upon successful completion of proposed IPO.

(2) Pro forma as adjusted includes all adjustments reflected in (1) above, plus
the sale of 2,000,000 shares of common stock, assuming an IPO price of $5.00
and the sale of 2,000,000, assuming an IPO price of $.125 net of issuance
cost of $2,017,032.

- 9 -
<PAGE> 14

DILUTION

Dilution is determined by subtracting net tangible book value per share
after the Offering from the amount of cash paid by investors for the shares of
Common Stock. Net tangible book value per share represents the book value of the
Company's total tangible assets less total liabilities, divided by the number of
outstanding shares of Common Stock.

The pro forma net tangible book value of the Common Stock at September 30,
1997, was approximately $(3,220,388), or $(0.61) per share, after giving effect
to the Bridge Notes and the contribution of assets from two of the Predecessors
and the issuance of 255,000 shares of the Company's common stock in connection
therewith. After giving effect to the sale of the 2,000,000 shares of Common
Stock offered hereby (at the initial public offering price of $5.00 per share,
and after deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company) and the application of the net
proceeds therefrom, and assuming no other changes in the net tangible book value
after September 30, 1997, the Company's pro forma as adjusted net tangible book
value at September 30, 1997 would have been approximately $5,012,580 or $0.69
per share. This represents an immediate increase in pro forma as adjusted net
tangible book value of $1.30 per share to existing shareholders and an immediate
decrease in pro forma net tangible book value to new investors of $4.31 per
share. The following table illustrates the per share dilution:

<TABLE>

<S> <C>
Assumed initial public offering price per share............................................ $5.00
Net tangible book value per share before this Offering ............... $(.57)
Decrease in pro forma net tangible book
Value after giving effect to Bridge Loan and
merger of all partnerships................................... $(.04)
Increase per share attributable to new investors...................... $1.30

Pro forma as adjusted net tangible book value per share after this Offering................ .69
-----

Dilution per share to new investors........................................................ $4.31
=====

Percentage dilution........................................................................ 86.2%
=====
</TABLE>

The following table sets forth, as of September 30, 1997, the differences
between the existing shareholders and the investors in this Offering with
respect to the total consideration paid or payable and the average price per
share paid or payable:

<TABLE>
<CAPTION>
SHARES PURCHASED(3) TOTAL CONSIDERATION
------------------------------- ------------------------------ AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------ -------------- ------------ ----------- --------------

<S> <C> <C> <C> <C> <C>
Existing Shareholders(1) 5,255,000 72.4% $ 1,346,270 11.9% $ 0.25
New Investors(2) 2,000,000 27.6% $10,000,000 88.1% $ 5.00
----------- -------- ----------- -------

Total 7,255,000 100.0% $11,346,270 100.0% $ 1.56
=========== ======== =========== =======
</TABLE>

- ------------------------------

(1) Includes shares to be issued to holders of the Bridge Notes and to certain
of the limited partners of two of the Predecessors, at the initial public
offering price of $5.00 per Share.

(2) Assumes that the Warrants offered hereby, the Representative's Warrant and
the Underlying Warrants are not exercised.

(3) Excludes the issuance of (i) 2,000,000 shares of Common Stock upon exercise
of the Warrants; (ii) up to 300,000 shares of Common Stock issuable
pursuant to the Representative's Over-Allotment Option and that underlie
the Warrants contained therein; and (iii) up to 200,000 shares issuable
pursuant to the Representative's Warrants and the Underlying Warrants
contained therein. See "Underwriting," and "Description of Securities."

- 10 -
<PAGE> 15

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of the financial condition and
results of operations of the Company and should be read in conjunction with the
financial statements of the Company and the related notes thereto included
elsewhere in this Prospectus.

Overview

The Company operates an innovative chain of up-scale, full-service car
washes providing the convenience of full service gas, washing and detailing in a
modern, customer-oriented environment. The Company presently operates five
locations in Dallas, Texas and the surrounding suburban area. In addition, the
Company incorporated and started a chemical business to provide soap and other
cleaning chemicals to its car washes in January 1997. In 1997 approximately
twenty-five percent (25%) of the chemical company's sales were to car washes
owned by the Company.

The Company does not experience seasonal variations in the number of cars
serviced; however, the volume is greatly affected by the weather. The car wash
revenues include not only wash services but also gasoline and merchandise sales.
Sale of soap and other cleaning chemicals represented approximately six and
one-half percent (6 1/2%) of revenues in the nine months ended September 30,
1997.

The following summarizes the car wash activities for the periods indicated:

<TABLE>
<CAPTION>
Year Ended Nine Months Ended September 30,
------------------------------------------------- -------------------------------------------
June 30, Per December 31, Per Per Per
1995* Car 1996 Car 1996 Car 1997 Car
------------- ------- --------------- ------ ----------- ------ ------------ -----
(Predecessor
Business)

<S> <C> <C> <C> <C>
Total Cars Serviced 325,755 350,139 250,778 287,714
========== =========== ========== ==========

Gallons of Gasoline
Sold 943,099 793,427 570,644 722,284
========== =========== ========== ==========

Car Wash Revenue $5,413,025 $16.62 $6,334,846 $18.09 $4,543,448 $18.12 $5,311,145 $18.46
---------- ------- ----------- ------ ---------- ------ ---------- ------

Cost and Expenses
Cost of Revenues 3,894,789 11.96 4,076,601 11.64 2,913,364 11.62 3,259,689 11.33
Selling, General and
Administrative
Expenses 1,272,629 3.90 1,829,953 5.23 1,220,805 4.87 1,759,146 6.11
---------- ------- ----------- ------ ---------- ------ ---------- ------

Total Cost
and
Expenses 5,167,418 15.86 5,906,554 16.87 4,134,169 16.49 5,018,835 17.44
---------- ------- ----------- ------ ---------- ------ ---------- ------

Operating Income $ 245,607 $ .76 $ 428,292 $ 1.22 $ 409,279 $ 1.63 $ 292,310 $ 1.02
========== ======= =========== ====== ========== ====== ========== ======

Average Statistics
Revenue Per
Car Wash** $12.43 $14.65 $14.48 $14.55
====== ====== ====== ======

Per Gallon of Gasoline Sold
Revenue $ 1.25 $ 1.31 $ 1.32 $ 1.27
====== ====== ====== ======

Cost of Revenue $ 1.07 $ 1.18 $ 1.16 $ 1.18
====== ====== ====== ======
</TABLE>

- -------------------------------

* Includes three car washes

** Excludes merchandise, gasoline, and other miscellaneous car wash revenues

The Company's cost and expenses include payroll cost, water, soap and cleaning
chemicals, repairs and utilities.

- 11 -
<PAGE> 16

Fiscal Year Ended December 31, 1996
Compared to Fiscal Year Ended June 30, 1995 (Predecessor Business)

The Predecessor Business included only the three (3) stores purchased from
Mitchell-Blakewell, Inc.; therefore, the following summary is necessary to
properly compare revenues:

<TABLE>
<CAPTION>
Year Ended
------------------------------------------------------
Number Cars Cars
Store Purchased From of Stores June 30, 1995 Serviced December 31, 1996 Serviced
-------------------- --------- ------------- -------- ----------------- --------

<S> <C> <C> <C> <C> <C>
Mitchell-Blakewell, Inc. 3 $5,413,025 325,755 $5,339,658 300,656
Noell Estate 1 -- -- 995,188 49,483
---------- ------- ---------- -------

Total Revenues $5,413,025 325,755 $6,334,846 350,139
========== ======= ========== =======
</TABLE>

The same store revenues for the two years declined a modest $73,367 (1.3%);
however, the revenue mix changed significantly. The decline in gasoline sales of
approximately $250,000 was offset by higher prices charged for the wash services
($2.22 increase per car). The Noel Estate store's average revenue per car
serviced was $20.11 as compared to the overall average revenue per car of $16.62
and $18.09 in 1995 and 1996, respectively. The increase in the per car revenues
is the direct result of price increases for services performed and additional
services being sold (e.g., wax, air freshener, tire cleaning, etc.).

The cost of revenue per car serviced declined from $11.96 in 1995 to $11.64
(2.7% decrease). This small reduction is the result of equipment changes
initiated in late 1996, and more efficient use of manpower.

The selling, general and administrative cost per car serviced increased
34.1% in 1996 as compared to 1995 due to the increase in depreciation and
amortization in 1996, resulting from the purchase of the car washes and higher
management salaries and other operating expenses. The Company in 1996 began to
train staff and purchased the necessary equipment to allow it to acquire and
operate additional car washes in the future.

Results of operations for the year December 31, 1996, reflected a
$(376,890) loss, which included a $810,934 charge for interest expense related
to the Company's acquisition debt. In 1995, Mitchell-Blakewell, Inc., reflected
net income of $203,314, which included interest expense of $17,147.

Nine Months Ended September 30, 1997 Compared to Nine Months Ended
September 30, 1996

The car wash revenue for the nine months ended September 30, 1997 increased
16.9% to $5,311,145 compared to $4,543,448 for the nine months ended September
30, 1996, while revenue per car serviced increased 2.0% to $18.46 compared to
$18.12, respectively. The number of cars serviced increased by 14.7% to 287,714
as compared to 250,778. The overall increase in revenue was the result of more
cars being serviced and higher pricing by the Company (see summary below):

<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1996 1997
--------- ---------

Average Per Car Wash Revenue $14.48 $14.55
Average Per Car Other Revenue 3.64 3.91
------ ------
Average Revenue Per Car Serviced $18.12 $18.46
====== ======

</TABLE>

- 12 -
<PAGE> 17

The car wash cost and expenses for the nine months ended September 30, 1997
increased 21.4% to $5,018,835 compared to $4,134,169 for the nine months ended
September 30, 1996, which cost and expenses per car serviced increased 5.8% to
$17.44 compared to $16.49, respectively. The increase in the cost and expenses
was the result of $.02 increase in the average cost of gasoline, higher
management salaries and increased amortization and depreciation charges.

In 1997 the Company began a chemical business which sells soap and other
cleaning chemicals to the car washes owned by the Company and to car washes not
owned by the Company. Approximately twenty-five percent (25%) of the chemical
company's sales are intercompany. The operations of the chemical company's were
as follows:

<TABLE>

<S> <C>
Gross Revenue $473,488
Less Intercompany Sales (101,366)
--------

Net Revenue 372,122

Cost and Expenses
Cost of Revenue 164,838
Selling, General and Administrative Expense 588,737
Interest Expense 56,865
--------

Operating Loss $(438,318)
=========
</TABLE>

The loss is the result of the start-up activities of the business.

The result of operations for the nine months ended September 30, 1997
reflected a loss of $(950,711) which included the loss from the start-up of the
chemical company of $438,318 and $866,881 of interest charges. The results of
operations for the nine months ended September 30, 1996 reflected an loss of
$(166,766) which included interest expense of $581,743.

Liquidity and Capital Resources

The Company commenced business in December 1995 upon the acquisition of the
first car wash. The acquisition of the four operating car washes and the
construction of the fifth car wash have been financed by bank borrowings,
partners' capital contributions and loans. In addition, the losses of the
Company were financed by additional loans from the partners. During fiscal 1996
and the first nine months of 1997, the Company had capital expenditures of
$11,989,834 and $2,428,424, respectively, and incurred bank borrowings and
partner loans and contributions of $11,817,649 and $2,876,917, respectively.

- 13 -
<PAGE> 18

BUSINESS
GENERAL

Oasis is an innovative chain of upscale, full-service car washes providing
the convenience of full service gas, washing and detailing in a modern,
customer-oriented environment. Unlike the majority of car washes in the United
States, which are individually owned, the Company benefits from the efficiencies
of centrally managing and controlling many aspects of each location including
chemical usage, utilities and labor. The Company presently owns five locations
in the Dallas Area, and is scheduled to open a sixth location in the first
quarter of 1998. Two of the Company's locations are equipped with a new,
state-of-the-art washing system called The Hy-Brid System and the other four
locations will be equipped with The HyBrid System by the first quarter of 1998.
The Hy-Brid System is a touchless washing system, that uses high pressure water
and chemicals and soft cloth to wash vehicles in a way that management believes
is safer, cleaner and quicker than any other current car washing system.

In October 1997, the Company acquired all of the assets of Stanford
Chemical I, LTD., a Texas limited partnership ("Stanford Chemical"). Stanford
Chemical was controlled by Richard W. Weyand, Chairman of the Board and
President of the Company and D. Bradley Dean, a director of Company. See
"Certain Transactions." Stanford Chemical is a manufacturer of non-toxic,
non-hazardous, environmentally responsible cleaning products, including vehicle
wash products, floor car products, all purpose and heavy duty cleaners,
restaurant cleaners, disinfectants, washroom products, laundry products and
industrial cleaners. The Company purchases approximately 95% of its wash
supplies from Stanford Chemical and has worked with Stanford Chemical to develop
cleaning solutions to use in its car washing system. During 1997, the Company
comprised approximately 25% of the business of Stanford Chemical.

BUSINESS STRATEGIES

The Company's primary business strategies are:

CONSTRUCTION OF NEW LOCATIONS. The Company has developed a prototype car
wash that can be duplicated throughout the United States using the latest
car washing technologies, including The Hy-Brid System. Because new car
washes can be constructed at up to fifty percent less than the cost of
purchasing existing facilities, the Company plans to concentrate its
expansion efforts on building car washes. The Company has historically
focused its building efforts on prime locations throughout the Dallas Area,
but will broaden its search throughout the United States for suitable
locations following the completion of this Offering.

ACQUIRING EXISTING LOCATIONS. The Company intends to supplement its
construction of new locations with a strategy of purchasing existing car
washes in areas where new construction is not viable. In this regard, the
Company will focus its efforts on acquisitions involving multiple car
washes in select geographic areas throughout the United States, thus
permitting ease of management and operating and advertising efficiencies.
After acquiring an existing location, the Company will make any necessary
modifications to bring the acquired location up to the Company's standards.
The Company intends to open or acquire sixteen to twenty car washes in
1998.

DEVELOP AND IMPLEMENT NEW TECHNOLOGY AND SYSTEMS. The Company intends to
develop and implement new car washing products, systems and technologies
that will allow the Company to monitor and reduce its major cost/usage
components, which are labor, chemicals and water. Two of the Company's
current locations have recently installed The Hy-Brid System. The Hy-Brid
System is a touchless washing system that uses high pressure water and
chemicals and soft cloth to wash vehicles in a way that management believes
is safer, cleaner and quicker than any other existing car washing system.
The Hy-Brid System uses less water than other car washing systems and
allows the Company to use biodegradable, environmentally friendly shampoos
and cleaners. In addition, Stanford Chemicals in cooperation with the
Company, is developing new car washing products, chemicals and
technologies, which the Company will test in its Dallas Area locations.

- 14 -
<PAGE> 19

VERTICALLY INTEGRATE MANUFACTURING AND PURCHASING OF EQUIPMENT AND
CHEMICALS. Simultaneously with the closing of the Offering, the Company
intends to purchase Stanford Chemicals. The Company has historically
purchased its cleaning products from Stanford Chemical, and has worked with
Stanford Chemical to create cleaning products that are non-toxic,
non-hazardous, environmentally responsible and offer outstanding cleaning
capacity. In addition, the Company has been purchasing certain car washing
equipment from Stanford Chemical to be used in its car washes. The Company
intends to continue to purchase its equipment and cleaning supplies from
Stanford Chemical to the extent possible.

INCREASE THE AVERAGE DOLLARS SPENT BY A CUSTOMER ON EACH VISIT. Each of the
Company's car washes contains retail sales space where the Company can
market additional products. Management estimates that the average customer
spends approximately ten to twelve minutes at the Company's facility during
each visit, and believes this is a prime opportunity to sell convenience
items. Although the Company currently sells a limited number of products at
its existing locations, the Company is studying alternatives to increase
the scope of its offerings and related revenues and profits.

INDUSTRY

The full service car wash business is a highly fragmented industry that
includes full service conveyor, exterior-only conveyor and rollover or
high-pressure non-conveyor car washes. Conveyor car wash systems use a conveyor
system to move the car through the car wash facility. A typical full service
wash provides exterior washing and drying, vacuuming, dusting dashboards and
door panels and cleaning all windows and glass. Additional extra services
include wheel cleaning, fragrance and rust protections treatment, interior and
wheel treatments with Armorall(R), waxing and shampooing. These extra services
are offered separately or included in packages. Portions of the industry also
provide on-site, specialized centers such as detail shops offering interior
cleaning and hand waxing, quick oil and lubrication service and gas pumps and
self-service bays.

The Professional Car Washing & Detailing 1997 Survey(1) (the "Survey")
reported the average gross revenue per car for each wash in 1997 was $10.39 and
average revenue from extra services was $4.11. In 1997, the Survey found that a
typical full service car wash cost approximately $8.88 plus additional fees for
trucks, utility vehicles and mini-vans. According to the Survey, the average
wash volume for full service conveyors in 1997 was 59,327 vehicles and the
average gross income for a full service car wash was approximately $600,000 with
average annual operating costs of $438,207, of which 41% was on-line labor
costs. Additionally, the Survey revealed that full service operators reported
much higher average revenues per car than reported in 1996 and the average gross
revenues per car for full service jumped more than $1.00 to $10.39. This
accounts for the largest deviation in ten years and the first real increase
after several flat years. For full service operators, the increase may be due to
greater success in selling packages (i.e., packaged combinations of car washes
and extra services). According to the Survey, 61.6% of car wash owners own one
location, 16.1% own two locations, 12.5% own three locations, 8.0% own between
four and nine locations and 1.8% own ten or more locations. Thus, because most
car wash owners own fewer than three car washes, management believes the
majority of owners are unable to take advantage of the efficiencies the Company
experiences in centrally managing and operating multiple car washes.

OPERATIONS

During 1996 and 1997, the Company derived its car wash revenues from three
distinct services: car washing (approximately 80.0%), gasoline sales
(approximately 17.0%) and retail merchandise sales (approximately 3.0%). In
addition, in 1997 the Company began a chemical company whose sales were 6.5% of
total revenues. The Company washed approximately 350,139 and 287,714 vehicles
from its four car washing locations in 1996 and 1997, respectively. In addition
to a basic car wash (which the Company offers for $8.50), the Company offers the
following car washing services:

FULL SERVICE........ Vacuum carpets, dust dash boards and door panels, clean
all windows and glass, exterior wash and towel dry

- --------------

(1) This survey was based upon 226 returned surveys from a random sampling
of 7,000 subscribers of Professional Carwashing & Detailing magazine. The
respondents were comprised of 52.3% full-service conveyor operators, 18.5%
exterior-only conveyor operators and 29.3% friction or frictionless non-conveyor
automatic operators.

- 15 -
<PAGE> 20

WORKS............... Full Service car wash plus premium wax treatment, rust
protectant and fragrance

SUPER WORKS......... Full Service car wash plus clear coat treatment, tire
Armorall(R), Oasis wheel cleaning, rust protectant and
fragrance

OASIS COMPLETE...... Super Works car wash plus interior Armorall(R)treatment
for dashboards, console, steering column, door panels,
center post and cargo areas and exterior Armorall(R)
treatment for bumpers, body side molding and tires.

OASIS EXPRESS WAX... Full Service car wash plus Oasis wheel cleaning,
complete exterior dressing and fragrance.

OASIS EXPRESS
DETAIL............. Full Service car wash plus Oasis wheel cleaning, carpets
and mats shampooed, complete exterior dressing and
fragrance.

EXPRESS CARPETS..... Carpets and mats shampooed

By upselling these additional services, the Company had an average customer
ticket price of approximately $18.09 in 1996 and $18.46 in 1997.

Each of the Company's car wash locations has an average of 1,800 square
feet of retail floor space. Although the Company currently retails a small
number of products from this space, primarily consisting of cards, gifts and
auto accessories, management believes this could be a significant profit center
for the Company and is currently studying product marketing opportunities in
order to increase retail sales profits. These opportunities may include joint
marketing arrangements with local, regional and national companies.

At each car wash the Company typically employs a general manager, an
assistant general manager, a detailing manager, three to four quality control
supervisors and an average of 25 production line personnel, cashiers and
customer service representatives. Production line personnel and, to a certain
extent, customer service representatives, generally work ten hour shifts four
days per week. However, those shifts may be shortened or eliminated at the
discretion of the Company in the event of poor weather or limited customers.

The Company believes that there is a shortage of qualified management
personnel in the industry and intends to focus recruiting efforts outside the
industry. Production line personnel, cashiers and customer service
representatives are generally not difficult to hire, although the turn-over rate
of production line personnel is high. As the Company opens and acquires
additional locations, the Company intends to hire district managers to oversee
regions of geographically clustered car washes.

The Company provides its employees with an on-the-job training program,
consisting of a complete introduction to the facility, presentation of personnel
and employee procedures and extensive hands-on training.

MARKETING AND SALES

Since the beginning of 1997, the Company has participated in a variety of
marketing activities, including advertising campaigns involving apartment
complexes, neighboring businesses and area restaurants and, to a limited extent,
radio and television advertising. Additionally, the Company has a direct
marketing campaign targeted at new residents in the general market area of each
car wash, whereby new residents receive a letter from the Company explaining the
Company's services and offering a complimentary car wash. As the Company grows,
it intends to increase Company-wide advertising campaigns, especially in markets
where it has multiple locations, to take advantage of mass advertising mediums.

- 16 -
<PAGE> 21

PURCHASING OF EQUIPMENT AND SUPPLIES

The Company purchases The Hy-Brid System from Sonny's Enterprise, Inc.
("Sonny's"). The Company purchases additional car washing equipment, such as
blowers, from other suppliers. The inability of Sonny's to manufacture and sell
to the Company The Hy-Brid System would have an adverse affect on the Company's
ability to grow, although other washing systems could be purchased and
installed.

The Company's operations use various materials and supplies, such as
vehicle wash products, floor car product, all purpose and heavy duty cleaners,
restaurant cleaners, disinfectants, washroom products, laundry products and
industrial cleaners. Although cleaning materials and supplies are available from
a large number of sources, the Company purchases these items from Stanford
Chemical as much as possible (in the first six months of 1997, the Company
estimates that approximately 95% of its cleaning materials and chemicals were
purchased from Stanford Chemicals). Stanford Chemical's pricing for the Company
reflects a discount of 10% to the Company compared to competitors' prices.

FACILITIES

The Company owns the following facilities and properties in the Dallas
Area:

PRESTON ROAD/DALLAS. A 0.89 acre parcel of land, containing a 6,095 square
foot building, located on Preston Road in Dallas, Texas. This facility
operates as a car wash and contains three six-hose fueling pumps, three
underground storage tanks, retail space and a concrete parking area. This
facility was built in 1985.

WEST PARKER ROAD/PLANO. A 0.97 acre parcel of land, containing a 4,660
square foot building, located on West Parker Road in Plano, Texas. This
facility operates as a car wash and contains two eight-hose fueling pumps,
four underground storage tanks, retail space and a concrete parking area.
This facility was built in 1989.

COIT ROAD/PLANO. A 1.26 acre parcel of land, containing a 8,850 square foot
building, located on Coit Road in Plano, Texas. This facility operates as a
car wash and contains three six-hose fueling pumps, three underground
storage tanks, retail space and a concrete parking area. This facility was
built in 1986.

ADDISON ROAD/ADDISON. A 1.00 acre parcel of land, containing an 11,818
square foot building, located on Addison Road in Addison, Texas. This
facility contains two six-hose fueling pumps, three underground storage
tanks and a concrete parking area. Approximately 7,500 square feet of this
facility is used as a car wash, with the remaining portion serving as the
Company's executive offices. This facility was built in 1987.

PRESTON ROAD/PLANO. A 2.80 acre parcel of land located on Preston Road in
Plano, Texas. This facility will contain a 6,930 square foot building,
which is expected to be completed in the first quarter of 1998 and will
operate as a car wash, with three-hose fueling pumps, one underground
storage tank, retail space and a concrete parking area.

COMPETITION

The car wash industry is highly competitive. Competition is based primarily
on location, facilities, customer service, available services and rates. The
Company's competitors may have significantly greater financial and operating
resources than the Company. The Company faces competition from sources outside
the car wash industry, such as gas stations, that offer automated car wash
services. Because barriers to entry in the general car wash industry are
relatively low, competition may arise from new sources not currently competing
with the Company.

EMPLOYEES

As of December 31, 1997, the Company employed 101 full-time and 114
part-time employees. Management believes its employee relations are good. No
employees are covered by a collective bargaining agreement. The Company
anticipates that it will hire additional employees in the next twelve months as
revenues permit and is its operations expand.

- 17 -
<PAGE> 22

INSURANCE

The Company carries $500,0000 of general liability insurance and a
$1,000,000 umbrella policy. While the Company believes that its insurance is
adequate, there can be no assurance that such coverage will fully protect the
Company against all losses which the Company might sustain.

LEGAL PROCEEDINGS

The Company is not involved in any material pending legal proceeding.

- 18 -
<PAGE> 23

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The names, current ages and positions of the executive officers and
directors of the Company, are:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------

<S> <C> <C>
Richard W. Weyand 43 Chairman of the Board and President

Thomas G. Miller 35 Chief Operating Officer

Kenneth T. Enos 42 Executive Vice President of Marketing

Steffanie D. Shepard 37 Chief Financial Officer, Secretary, Treasurer

Arthur W. Hollingsworth (1) 35 Director

Jesse B. Shelmire, IV (2) 40 Director

D. Bradley Dean (2) 35 Director

Steve Bartlett (1) 50 Director
</TABLE>

(1) Members of Audit Committee

(2) Member of Compensation Committee

Directors are elected to hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified. Officers
serve at the discretion of the Board of Directors.

RICHARD W. WEYAND has served as the Chairman of the Board since the
Company's inception and as President, Chief Financial Officer and Secretary of
the Company since September 1997. Prior to that time, Mr. Weyand operated and
controlled the Predecessors. Since 1984, Mr. Weyand founded and served as an
officer, director and/or partner of numerous entities including Purifoy &
Weyand, Inc., Stanford Companies, Stanford Offshore Energy Inc., Stanford
Capital, Ltd. and Eagle Capital Corporation d/b/a/ Pace Funding. Mr. Weyand has
also been involved in a large number of real estate projects and investments.
Mr. Weyand received a Bachelor of Business Administration degree and a Masters
of Business Administration degree from Southern Methodist University.

THOMAS G. MILLER has served as Chief Operating Officer of the Company since
September 1997 and previously served as President of the Company. From 1982
until that time, Mr. Miller served in different management capacities with car
washes located in Tucson, Arizona, Albuquerque, New Mexico, Denver, Colorado,
Dallas, Texas and Jacksonville, Florida, including, since 1991, the car washes
owned and operated by the Predecessors. Mr. Miller attended college at Eastfield
Community College.

KENNETH T. ENOS has served as Executive Vice President of Marketing of the
Company since September 1997. Prior to that time Mr. Enos served as the
President of Stanford Chemical Corp. from January 1997 to September 1997, as
Vice President of Sales and Marketing of Lisa Frank, Inc. in Tuscan, Arizona, a
consumer products company featuring designer graphics for stationary, school
products and toys from November 1993 to November 1996 and as Director of
Business Development for DDB Needham Advertising in Dallas, Texas from November
1992 to November 1993.

STEFFANIE D. SHEPHERD has served as Treasurer of the Company since
September 1997. From 1992 until August 1997, Ms. Shepherd served as the
Controller of Inspection Connection, a chain of privately held retail auto
lubrication and state auto inspection stores. From 1987 until 1991, Ms. Shepherd
served as the Controller of Colonial Hospital, an acute care hospital. From 1982
until 1987, Ms. Shepherd served as both a senior and staff accountant for
Republic Health Corporation, a large health care services management company.
Ms. Shepherd received her Bachelor of Business Administration degree in
Accounting from Texas A&M University and is a Certified Public Accountant.

- 19 -
<PAGE> 24
ARTHUR W. HOLLINGSWORTH is Managing Director of J. Lewis Partners, L.P.
("Lewis Partners"), a private holding company with over 1,500 employees and $280
million in revenues, and has been with Lewis Partners since 1989. Lewis
Partners' subsidiary companies are engaged in textile manufacturing,
agriculture, trucking and oil and gas production. Mr. Hollingsworth holds a
Bachelor of Arts degree from Harvard University. Mr. Hollingsworth is a director
of Jayhawk Acceptance Corp. Mr. Hollingsworth has been a director of the Company
since February 1998.

JESSE B. SHELMIRE, IV was elected as a director of the Company in February
1998. Mr. Shelmire has 15 years of experience in the investment banking and
stock underwriting business. Upon graduating from the Warton School of Business
he worked from 1981 to 1989, for Smith Barney, Inc. in their Dallas, Texas
office. From 1989 to 1993, he served as the Portfolio Manager for Stonegates
Securities, Inc. of Dallas, Texas where he managed $250 million of assets in
equity and fixed income accounts, he served at Dillon-Gage Securities Corp. as
Director of Corporate Finance from 1993 to 1995 and he served as Director of
Corporate Finance for LaJolla Securities Corporation from 1994 to 1995. Mr.
Shelmire currently serves as Managing Director of Investment Banking for First
London Securities Corporation in Dallas, Texas.

D. BRADLEY DEAN was elected a director of the Company in February 1998. Dr.
Dean owns and operates North Texas Peridontal Associates in Plano, Texas, a
professional corporation that provides periodontal services to over 3,500
patients. Since 1990, Dr. Dean has also served as Associate Professor at Baylor
College of Dentistry, Department of Graduate Periodontics. Dr. Dean received a
Master of Science degree and Doctor of Dental Surgery degree from Baylor College
of Dentistry.

STEVE BARTLETT was elected director of the Company in February 1998. In
1976, Mr. Bartlett founded Meridian Products Corporation, a manufacturer of
injection molded plastics, and serves as its chairman. Mr. Bartlett acquired
Saranda Corporation ("Saranda") in 1996 and is also its chairman. From 1991 to
1995, Mr. Bartlett served as the Mayor of the City of Dallas, and from 1983 to
1991, he served as a member of the United States Congress. Mr. Bartlett
currently serves as a member of the Board of Directors of Sun Coast Industries,
Inc.

BOARD COMMITTEES

The Compensation Committee consists of Mr. Shelmire and Dr. Dean. The
Compensation Committee recommends compensation for officers other than the
President, administers incentive compensation and benefit plans.

The Audit Committee currently consists of Mr. Hollingsworth and Mr.
Bartlett. The Audit Committee will meet periodically with management and the
Company's independent auditors and will review the results and scope of the
audit and other services provided by the Company's independent auditors, the
Company's accounting procedures and the adequacy of the Company's internal
controls.

COMPENSATION OF DIRECTORS

Upon consummation of the Offering, it will be the policy of the Company
that directors who are not employees of the Company ("Independent Directors")
will receive $500 for each Board meeting attended. All directors of the Company
will be reimbursed for travel, lodging and other out-of-pocket expenses in
connection with their attendance at Board and committee meetings.

EXECUTIVE COMPENSATION

The present compensation (on an annualized basis) for executive officers of
the Company who will earn more than $60,000 per year in 1997 is as follows:

<TABLE>
<CAPTION>
Name Position Compensation
- ---- -------- ------------

<S> <C> <C> <C>
Richard Weyand Chief Executive Officer and President 1996 $257,030
1997 $109,066
Thomas G. Miller Chief Operating Officer 1996 $124,501
1997 $159,478
</TABLE>

- 20 -
<PAGE> 25

EMPLOYMENT AND CONSULTING AGREEMENTS

The Company entered into an employment agreement with Mr. Miller in August
1997 (the "Miller Agreement"), which contains provisions for salary, bonus,
purchase of shares of Common Stock, noncompetition, nonsolicitation,
nondisclosure and development and invention covenants. The Miller Agreement
provides for a sliding annual base salary conditioned upon the number of car
wash locations in operation by the Company during the year. If four, five or six
or more locations are in operation, Mr. Miller's annual salary shall be $83,200,
$104,000 or $124,800, respectively. Mr. Miller is entitled to a quarterly bonus
if certain goals are achieved on a location-by-location basis. Additionally, the
Miller Agreement provides for a payment of 10% of the net profit realized if all
of the car wash locations of the Company are sold. If Mr. Miller's employment
with the Company is terminated without cause, he is entitled to twelve months
salary as severance pay, however, if he is terminated with cause he receives no
severance pay unless at the time of termination Mr. Weyand is no longer in
control of the Company, and in that case Mr. Miller shall be entitled to twelve
months severance pay and shall not be bound by the noncompetition and
nonsolicitation provisions of the Miller Agreement.

In connection with the Miller Agreement, Mr. Miller purchased 10,000 shares
of Common Stock at a deferred payment price of $100,000, payable in yearly
installments of $20,000 beginning on August 1, 1998. The Company has the right
to repurchase the shares during the 180-day period after Mr. Miller's
termination of employment for any reason until the shares are paid for in full.

CERTAIN TRANSACTIONS

In August 1997, Mr. Weyand and certain of his affiliates contributed the
assets of Car Wash Properties North, L.P., Car Wash Properties North II, L.P.
and Car Wash Properties North III, L.P., which consist of three of the Company's
five car washes, to the Company in exchange for $4.5 million shares of Common
Stock.

In October 1997, Mr. Weyand and his affiliates and Dr. Dean contributed the
assets of Car Wash Properties North IV, L.P. which consist of the Company's
fourth car wash, to the Company. Mr. Weyand and his affiliates received no
consideration in this transaction. Dr. Dean's consideration for this transaction
is discussed separately below.

In October 1997, Mr. Weyand and his affiliates and David and Robert Noell
(the "Noells") contributed the assets of Car Wash Properties North V, L.P.,
which consist of the Company's fifth car wash, to the Company. Mr. Weyand and
his affiliates received no consideration in this transaction. The Noells
received a $50,000 return of capital from the Company on November 1, 1997 and
will receive $162,500 and shares of Common Stock equal to $275,000 at the
initial public offering price at the closing of this Offering.

In October 1997, Mr. Weyand and his affiliates and Dr. Dean contributed the
assets of Stanford Chemical I, LTD., to the Company. Mr. Weyand and his
affiliates received no consideration in this transaction. The consideration
received by Dr. Dean is discussed separately below.

In consideration of his contribution of the assets of Car Wash Properties
North IV, L.P. and Stanford Chemical I, LTD., Dr. Dean converted loans to those
limited partnerships of $415,000 plus interest and $239,000 plus interest,
respectively into a $675,000 Bridge Note of the Company in October 1997. Upon
the closing of this Offering and in connection with his investment in the Bridge
Note, Dr. Dean will receive shares of Common Stock equal to $337,500, which is
one-half the amount of the Bridge Note he holds. See "Bridge Notes."

Additionally, the Company has agreed to issue additional shares of Common
Stock to Dr. Dean based upon the performance of the car wash represented by the
assets sold to the Company by Car Wash Properties North IV, L.P. for the twelve
month period that ends eighteen months after its opening. Store earnings will be
calculated before interest, taxes, depreciation and amortization and multiplied
for twelve month earnings times six. Thereafter $1,650,000 shall be subtracted
from this result, and the balance after subtracting $1,650,000 shall be divided
by two; $500,000 shall then be subtracted from the result of that calculation,
and if the result after subtracting $500,000 is a positive number, then the
dollar amount remaining as a positive number shall be converted to stock in the
Company at the initial public offering price and stock of a value equal to the
positive dollar amount, if any, resulting from the aforesaid calculations shall
be issued to Dr. Dean by Oasis.

Furthermore, if this Offering is not closed by October 30, 1998, the
Company and Dr. Dean shall enter into a Profit Participation Agreement whereby
Dr. Dean shall have the right to receive 50% of the net profits realized by the
Company from

- 21 -
<PAGE> 26

the day to day operation of and from the sale of the portion of the assets of
the Company comprised of the Car Wash Properties North IV, L.P. assets
contributed to the Company as discussed above. If this Offering has not closed
by April 30, 1998, the Company and the Noells shall enter into Profit
Participation Agreements whereby the Noells shall each have the right to receive
25% of the net profits realized by the Company from the day to day operations of
and from the sale of the portion of the assets of the Company comprised of the
Car Wash Properties North V, L.P. assets contributed to the Company as described
above; provided however, that the $50,000 return of capital paid to the Noells
in October 1997 shall be counted toward the net profits.

Additionally, from time to time as required by lenders to the Company, Mr.
Weyand personally guarantees loans to the Company.

- 22 -
<PAGE> 27

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as of February 10, 1998,
regarding the beneficial ownership of Common Stock of (i) each person or group
known by the Company to beneficially own 5% or more of the outstanding shares of
Common Stock, (ii) each of the directors and executive officers of the Company
and (iii) all executive officers and directors of the Company as a group. Unless
otherwise noted, the persons named below have sole voting and investment power
with respect to the shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Owned Percent of Total

of Beneficial Owner Before Offering After Offering Before Offering After Offering
- ------------------- --------------- -------------- --------------- --------------

<S> <C> <C> <C> <C>
Richard W. Weyand(1) 4,500,000 4,500,000 90.00% 62.00%

Thomas G. Miller(2) 500,000 500,000 10.00 6.65

Kenneth T. Enos 0 0 * *

Steffanie D. Shepard 0 0 * *

Arthur W. Hollingsworth 0 2,500(3) * *

Jesse B. Shelmire, IV 0 0 * *

Steve Bartlett 0 0 * *
D. Bradley Dean 0 73,500(3) * *

All directors and executive officers 5,000,000 5,076,000 100.00% 66.47%
as a group (8 persons)
</TABLE>

- -------------------------

* Less than 1%.

(1) Includes 999,900 shares owned by Weyand Investment Trust, a Texas trust of
which Mr. Weyand is the trustee, 999,990 shares owned by SBEA Trust, a
Texas trust of which Mr. Weyand is the trustee, and 499,950 shares owned by
Mr. Weyand's spouse. Mr. Weyand's address is 15209 Addison Road, Addision,
Texas 75248.

(2) Mr. Miller's address is 15209 Addison Road, Addison, Texas 75248.

(3) To be issued pursuant to the terms of the Company's Bridge Notes. See
"Bridge Notes."

DESCRIPTION OF SECURITIES

GENERAL

As of the date of this Prospectus, the authorized capital stock of the
Company consists of 20,000,000 shares of Common Stock, par value $0.001 per
share, and 5,000,000 shares of Preferred Stock, par value $0.001 per share,
issuable in series. Upon the consummation of the Offering, there will be
7,255,000 shares of Common Stock outstanding and no shares of Preferred Stock
outstanding.

COMMON STOCK

As of the date of this Prospectus, there are 5,000,000 shares of Common
Stock outstanding held by two record holders. Each holder of Common Stock is
entitled to one vote per share held of record in the election of Directors and
for all other matters submitted to a vote of the shareholders. Except as
otherwise required by Texas law, a majority vote is sufficient for any act of
the shareholders. Upon consummation of the Offering, there will be no cumulative
voting rights applicable to any shares of Common Stock. All shares of Common
Stock are entitled to participate pro rata in distributions and in such
dividends as may be declared by the Board out of funds legally available
therefor, subject to any preferential dividend and the setting aside of sinking
funds or redemption accounts of outstanding shares of Preferred Stock, if any.
Subject to the prior rights of creditors, all shares of Common Stock are
entitled in the event of liquidation, dissolution or winding up of the Company
to participate ratably in the distribution of all the remaining assets of the
Company after distribution in full of preferential amounts, if any, to be
distributed to holders of Preferred Stock. Holders of Common Stock have no
preemptive rights or right to convert their shares into other securities. The
outstanding shares of Common Stock are and the shares of Common Stock to be
outstanding upon the completion of the Offering will be fully paid and
non-assessable. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of any series
of Preferred Stock which the Company may issue in the future.

- 23 -
<PAGE> 28

PREFERRED STOCK

Upon consummation of the Offering, the Board may, without further action by
the Company's shareholders, authorize, from time to time, issuance of up to
5,000,000 shares of Preferred Stock in series and may, at the time of issuance,
determine the powers, rights, preferences and limitations of any such series.
Satisfaction of any dividend preferences on outstanding shares of Preferred
Stock would reduce the amount of funds available for the payment of dividends on
Common Stock. Holders of Preferred Stock would be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding up of
the Company before any payment is made to the holders of Common Stock. Although
there is no current intention to do so, the Board may, without shareholder
approval, issue shares of a class or series of Preferred Stock with voting and
conversion rights which could adversely affect the voting power or dividend
rights of the holders of Common Stock and may have the effect of delaying,
deferring or preventing a change in control of the Company.

WARRANTS

The Warrants will be issued in registered form pursuant to an agreement
dated the date of this Prospectus (the "Warrant Agreement"), between the Company
and ______________________________, as Warrant Agent (the "Warrant Agent"). The
following discussion of certain terms and provisions of the Warrants is
qualified in its entirety by reference to the Warrant Agreement. A form of the
certificate representing the Warrants which form a part of the Warrant Agreement
will be filed as an exhibit to the Registration Statement of which this
Prospectus forms a part.

REPRESENTATIVE'S WARRANTS

The Company has agreed, upon completion of this Offering, to sell to the
Representative for $100 in the aggregate, the Representative's Warrant to
purchase (i) 10% of the number of shares of Common Stock sold in this offering
(excluding the Underwriters' Over-Allotment Option) and (ii) Underlying Warrants
to purchase the same number of shares of Common Stock at an exercise price equal
to 165% of the exercise price of the Warrants. The Representative's Warrant will
be exercisable for a period of four years commencing one year after the date of
this Prospectus. In addition, the Company will provide certain demand and
piggyback registration rights in connection with the Representative's Warrant.
See "Underwriting."

Each of the Warrants entitles the registered holder to purchase one share
of Common Stock. The Warrants are exercisable at a price equal to 120% of the
Share Offering Price (which exercise price has been arbitrarily determined by
the Company and the Representative) subject to certain adjustments. The Warrants
are entitled to the benefit of adjustments in their exercise prices and in the
number of shares of Common Stock or other securities deliverable upon the
exercise thereof in the event of a stock dividend, stock split,
reclassification, reorganization, consolidation or merger.

The Warrants may be exercised at any time and continuing thereafter until
the close of five years from the date hereof, unless such period is extended by
the Company. After the expiration date, Warrant holders shall have no further
rights. Warrants may be exercised by surrendering the certificate evidencing
such Warrant, with the form of election to purchase on the reverse side of such
certificate properly completed and executed, together with payment of the
exercise price and any transfer tax, to the Warrant Agent. If less than all of
the Warrants evidenced by a warrant certificate are exercised, a new certificate
will be issued for the remaining number of Warrants. Payment of the exercise
price may be made by cash, bank draft or official bank or certified check in an
amount equal to the exercise price.

Warrant holders do not have any voting or any other rights as shareholders
of the Company. The Company has the right at any time beginning six months from
the date hereof to redeem the Warrants, at a price of $.05 per Warrant, by
written notice to the registered holders thereof, mailed not less than 30 nor
more than 60 days prior to the Redemption Date. The Company may exercise this
right only if the closing bid price for the Common Stock for seven trading days
during a 10 consecutive trading day period ending no more than 15 days prior to
the date that the notice of redemption is given, equals or exceeds $10.00 per
share, subject to adjustment. If the Company exercises its right to call
Warrants for redemption, such Warrants may still be exercised until the close of
business on the day immediately preceding the Redemption Date. If any Warrant
called for redemption is not exercised by such time, it will cease to be
exercisable, and the holder thereof will be entitled only to the repurchase
price. Notice of redemption will be mailed to all holders of Warrants of record
at least 30 days, but not more than 60 days, before the Redemption Date. The
foregoing notwithstanding, the Company may not call the Warrants at any time
that a current registration statement under the Securities Act is not then in
effect. Any redemption of the Warrants during the one-year period commencing on
the date of this Prospectus shall require the written consent of the
Representative.

The Warrant Agreement permits the Company and the Warrant Agent without the
consent of Warrant holders, to supplement or amend the Warrant Agreement in
order to cure any ambiguity, manifest error or other mistake, or to address
other matters or questions arising thereafter that the Company and the Warrant
Agent deem necessary or desirable and that do not adversely affect the interest
of any Warrant holder. The Company and the Warrant Agent may also supplement or
amend the Warrant Agreement in any other respect with the written consent of
holders of not less than a majority in the number of the Warrants then
outstanding; however, no such supplement or amendment may (i) make any
modification of the terms upon which the Warrants are exercisable or may be
redeemed; or (ii) reduce the percentage interest of the holders of the Warrants
without the consent of each Warrant holder affected thereby.

In order for the holder to exercise a Warrant, there must be an effective
registration statement, with a current prospectus on file with the Commission
covering the shares of Common Stock underlying the Warrants, and the issuance of
such shares to the holder must be registered, qualified or exempt under the laws
of the state in which the holder resides. If required, the Company will file a
new registration statement with the Commission with respect to the securities
underlying the Warrants prior to the exercise of such Warrants and will deliver
a prospectus with respect to such securities to all holders thereof as required
by Section 10(a)(3) of the Securities Act. See "Risk Factors -- Necessity to
Maintain Current Prospectus" and "Risk Factors -- State Blue Sky Registration
Required to Exercise Warrants."

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Articles of Incorporation and Bylaws
may be deemed to have an anti-takeover effect and may delay, defer or prevent a
tender offer or takeover attempt that a shareholder may consider to be in the
best interests of the Company or its shareholders, including those attempts that
may result in a premium over the then current market price for the Common Stock.
The Company's Restated and Amended Articles of Incorporation and Restated and
Amended Bylaws provide that the number of directors shall be fixed from time to
time by resolution of the Board of Directors. In addition, a calling of a
special meeting by the shareholders of the Company will require the written
request of holders of at least 50% of all the outstanding shares of the Company
entitled to vote. Shareholders of the Company entitled to take action at annual
or special meetings of the shareholders may take action by written consent only
with the unanimous written consent of all the shareholders entitled to vote
thereon. The Company's Restated and Amended Articles of Incorporation and
Restated and Amended Bylaws authorize shares of Preferred Stock with respect to
which the Board of Directors will have the power to fix the rights, preferences,
privileges, and restrictions without any further vote or action by the
stockholder. The provisions of the Company's Restated and Amended Articles of
Incorporation and Restated and Amended Bylaws may have the effect of delaying,
deferring or preventing a change in control of the Company, which could deprive
the Company's shareholders of the opportunity to sell their shares of Common
Stock at prices higher than prevailing market prices. Such provisions could also
limit the price that certain investors might be willing to pay in the future for
shares of Common Stock. These provisions, in addition to the existence of
authorized but unissued capital stock, may have the effect, either alone or in
combination with each other, of making more difficult or discouraging an
acquisition of the Company or other change in control deemed undesirable by the
Board. See "Description of Capital Stock ---Preferred Stock."

- 24 -
<PAGE> 29

LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS AND INDEMNIFICATION.

The Texas Business Corporation Act (the "TBCA") permits the indemnification
of directors, employees, officers and agents of Texas corporations. The
Company's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws provide that the Company shall indemnify its directors and
officers to the fullest extent permitted by the TBCA. Under the TBCA an officer
or director may be indemnified if he acted in good faith and reasonably believes
that his conduct (i) was in the best interests of the Company if he acted in his
official capacity or (ii) was not opposed to the best interest of the Company in
all other cases. In addition, the indemnitee may not have reasonable cause to
believe his conduct was unlawful in the case of a criminal proceeding. In any
case, he may not be found liable to the Company for improperly receiving a
personal benefit or for willful or intentional misconduct in the performance of
his duty to the Company. The Company must indemnify an officer or director
against reasonable expenses if he is successful, may indemnify for such
reasonable expenses unless he was found liable for willful or intentional
misconduct in the performance of his duty to the Company and may advance
reasonable defense expenses if he undertakes to reimburse the Company if he is
later found not to satisfy the standard for indemnification of expenses.

For a discussion of provisions of the underwriting agreement (the
"Underwriting Agreement") with regard to the indemnification of the Underwriter,
see "Underwriting."

TRANSFER AGENT, REGISTRAR AND WARRANT AGENT

The transfer agent and registrar for the Common Stock, and the Warrant
Agent for the Warrants is ______________________________.

BRIDGE NOTES

In October 1997, the Company sold $2,000,000 in aggregate principal amount
of its 10% Bridge Notes. The Bridge Notes are unsecured and bear interest at the
rate of 10% per annum payable quarterly beginning September 30, 1998. The
Company used the proceeds from the issuance of the Bridge Notes for general
corporate purposes and to fund the costs of this Offering. The Bridge Notes are
due in full on September 30, 2001 or earlier in certain circumstances, including
within five days following the closing of this Offering. Subject to the closing
of this Offering, upon the full payment of the Bridge Notes, the Company has
agreed to issue to the holders of the Bridge Notes that number of shares of
Common Stock equal to the quotient of $1,000,000 divided by the initial public
offering price.

- 25 -
<PAGE> 30

SHARES ELIGIBLE FOR FUTURE SALE

GENERAL

Upon the closing of this Offering, the Company will have 7,255,000 shares
of Common Stock outstanding. Of these shares, the 2,000,000 shares sold in this
Offering will be freely tradeable without restriction (except as to affiliates
of the Company) or registration under the Securities Act. The remaining
5,255,000 outstanding shares of Common Stock will be "restricted shares" as
defined in Rule 144 under the Securities Act. Without consideration of the
contractual restrictions described below, in each case subject to the
limitations of Rule 144. However, all of the Company's existing stockholders,
including all directors and executive officers of the Company, have agreed that
for a period of 180 days after the date of this Offering they will not, without
the prior written consent of the Representative, offer, sell or otherwise
dispose of any shares of Common Stock in the public market.

In general, under Rule 144 as currently in effect, if one year has elapsed
since the later of the date of acquisition of restricted shares from the Company
or any "affiliate" of the Company, as that term is defined under the Securities
Act, the acquiror or subsequent holder is entitled to sell within any
three-month period a number of shares that does not exceed the greater of 1% of
the then outstanding shares of the Company's Common Stock or the average weekly
trading volume of the Company's Common Stock on all exchanges and/or reported
through the automated quotation system of a registered securities association
during the four calendar weeks preceding the date on which notice of the sale is
filed with the Commission. Sales under Rule 144 are also subject to certain
manner of sales provisions, notice requirements and the availability of current
public information about the Company. If two years have elapsed since the later
of the date of acquisition of restricted shares from the Company or from any
affiliate of the Company, and the acquiror or subsequent holder thereof is
deemed not to have been an affiliate of the Company at any time during the 90
days preceding a sale, such person would be entitled to sell such shares in the
public market under Rule 144(k) without regard to the volume limitations, manner
of sale provisions, public information requirements or notice requirements.

The Company has also agreed that, without the prior written consent of the
Underwriters, it will not offer, sell, contract to sell or otherwise dispose of
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, for a period of 180 days after the effective date
of this Prospectus, subject to certain limited exceptions. See "Underwriting."

The terms of the Bridge Notes provide that the Company will use reasonable
good faith efforts to cause the registration with the Commission of the
approximate 200,000 shares of Common Stock underlying the Bridge Notes;
provided, however, that such underlying shares will not be registered in this
Offering, and may not be sold by the holder for one year after the closing of
this Offering, without the consent of the Representative. Upon the expiration of
all lock-up agreements, these shares will become eligible for sale in the public
market assuming the shares continue to be registered for sale by the selling
securityholders or, if not registered, subject to the provisions of Rule 144.

Since there has been no public market for shares of Common Stock of the
Company, the Company is unable to predict the effect that sales made under Rule
144, pursuant to future registration statements, or otherwise, may have on any
then prevailing market price for shares of the Common Stock. Nevertheless, sales
of a substantial amount of the Common Stock in the public market, or the
perception that such sales could occur, could adversely affect market prices.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below, for whom First London Securities Corporation is acting
as Representative, have severally agreed to purchase from the Company an
aggregate of 2,000,000 shares of Common Stock ("Shares") and 2,000,000 Warrants.
The number of Shares and Warrants which each Underwriter has agreed to purchase
is set forth opposite its name.

<TABLE>
<CAPTION>
NAME OF UNDERWRITER NUMBER OF NUMBER OF
- ------------------- SHARES WARRANTS
------ --------

<S> <C> <C>
First London Securities Corporation.................................

Total............................................................ ========= =========
</TABLE>

The Securities are offered by the Underwriters subject to prior sale, when,
as and if delivered to and accepted by the Underwriters and subject to approval
of certain legal matters by counsel and certain other conditions. The
Underwriters are committed to purchase all Securities offered by this
Prospectus, if any are purchased.

The Company has been advised by the Representative that the Underwriters
propose initially to offer the Securities offered hereby to the public at the
offering price set forth on the cover page of this Prospectus. The
Representative has advised the Company that the Underwriters propose to offer
the Securities through members of the NASD, and may allow a concession, in their
discretion, to certain dealers who are members of the NASD and who agree to sell
the Securities in conformity with the NASD Conduct Rules. Such concessions shall
not exceed the amount of the underwriting discount that the Underwriters are to
receive.

The Company has granted to the Representative an option, exercisable for 45
days from the date of this Prospectus, to purchase up to an additional 300,000
Shares and an additional 300,000 Warrants at the public offering price less the
underwriting discount set forth on the cover page of this Prospectus (the
"Over-Allotment Option"). The Representative may exercise the Over-Allotment
Option solely to cover over-allotments in the sale of the Securities being
offered by this Prospectus.

Officers and directors of the Company may introduce the Representative to
persons to consider the Offering and purchase Securities either through the
Representative, other Underwriters, or through participating dealers. In this
connection, officers and directors will not receive any commissions or any other
compensation.

The Company has agreed to pay the Representative a commission of 10% of the
gross proceeds of the Offering (the "Underwriting Discount"), including the
gross proceeds from the sale of the Over-Allotment Option, if exercised. In
addition, the Company has agreed to pay to the Representative a non-accountable
expense allowance of three percent of the gross proceeds of this Offering,
including proceeds from any Securities purchased pursuant to the Over-Allotment
Option. The Representative's expenses in excess of the non-accountable expense
allowance will be paid by the Representative. To the extent that the expenses of
the Representative are less than the amount of the non-accountable expense
allowance received, such excess shall be deemed to be additional compensation to
the Representative. The Company has also agreed to pay the Representative upon
the exercise or redemption of the Warrants a fee equal to 5% of the gross
proceeds received by the Company from the exercise of the Warrants and 5% of the
aggregate redemption price for the Warrants redeemed. Additionally, the
Representative shall have the right to nominate a Director to the Company's
Board of Directors. The Representative has informed the Company that it does not
expect sales to discretionary accounts to exceed 5% of the total number of
Securities offered by the Company hereby.

- 26 -
<PAGE> 31

Prior to this Offering, there has been no public market for the Shares of
Common Stock or Warrants of the Company. Consequently, the initial public
offering price for the Securities, and the terms of the Warrants (including the
exercise price of the Warrants), have been determined by negotiation between the
Company and the Representative. Among the factors considered in determining the
public offering price were the history of, and the prospect for, the Company's
business, an assessment of the Company's management, its past and present
operations, the Company's development and the general condition of the
securities market at the time of this Offering. The initial public offering
price does not necessarily bear any relationship to the Company's assets, book
value, earnings or other established criteria of value. Such price is subject to
change as a result of market conditions and other factors, and no assurance can
be given that a public market for the Shares or Warrants will develop after the
close of this Offering, or if a public market in fact develops, that such public
market will be sustained, or that the Shares or Warrants can be resold at any
time at the offering or any other price. See "Risk Factors."

At the closing of this Offering, the Company will issue to the
Representative or persons related to the Representative, for nominal
consideration, a Representative's Warrant to purchase up to 10% of the Shares
and Warrants sold in this Offering ("Underlying Warrants"). The Representative's
Warrant will be exercisable for a four-year period commencing one year from the
effective date of this Offering at an exercise price of 120% of the price at
which the Common Stock and Warrants are sold to the public, subject to
adjustment. The Representative's Warrant will not be transferable for one year
from the date of this Prospectus, except (i) to officers of the Representative,
other Underwriters, and officers and partners thereof; (ii) by will; or (iii) by
operation of law.

The Representative's Warrant contains provisions providing for appropriate
adjustment in the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, stock split or similar transaction. The
Representative's Warrant contains net issuance provisions permitting the holders
thereof to elect to exercise the Representative's Warrant in whole or in part
and instruct the Company to withhold from the securities issuable upon exercise,
a number of securities, valued at the current fair market value on the date of
exercise, to pay the exercise price. Such net exercise provision has the effect
of requiring the Company to issue shares of Common Stock without a corresponding
increase in capital. A net exercise of the Representative's Warrant will have
the same dilutive effect on the interests of the Company's shareholders as will
a cash exercise. The Representative's Warrant does not entitle the holders
thereof to any rights as a shareholder of the Company until such
Representative's Warrant is exercised and shares of Common Stock are purchased
thereunder.

The Company has granted to the holders of the Representative's Warrant
certain rights with respect to registration of the Shares, the Underlying
Warrants and the Common Stock issuable upon exercise of the Representative's
Warrant (the "Registrable Securities") under the Securities Act. For a period of
four years commencing one year following the date of this Prospectus, the
holders representing more than 50% of the Registrable Securities may require the
Company at the Company's sole expense to prepare and file one registration
statement under the Securities Act with respect to the Registrable Securities.
For a period of four years commencing one year following the date of this
Prospectus, the holders representing more than 50% of the Registrable Securities
also have the right at the Representative's or holders' expense to require the
Company to prepare and file one registration statement with respect to the
Registrable Securities. In addition, subject to certain limitations, in the
event the Company proposes to register any of its securities under the
Securities Act during the seven year period following the date of this
Prospectus, the holders of the Registrable Securities are entitled to notice of
such registration and may elect to include the Registrable Securities held by
them in such registration statement at the sole expense of the Company.

The Company has agreed to indemnify the Underwriters against any costs or
liabilities incurred by the Underwriters by reasons of misstatements or
omissions to state material facts in connection with the statements made in the
Registration Statement and the Prospectus. The Underwriters have in turn agreed
to indemnify the Company against any liabilities by reason of misstatements or
omissions to state material facts in connection with the statements made in the
Prospectus, based on information relating to the Underwriters and furnished in
writing by the Underwriters. To the extent that this section may purport to
provide exculpation from possible liabilities arising from the federal
securities laws, in the opinion of the Commission, such indemnification is
contrary to public policy and therefore unenforceable.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to copies
of each such agreement which are filed as exhibits to the Registration
Statement. See "Available Information."

DETERMINATION OF OFFERING PRICE

Prior to the Offering, there has been no public market for the Common Stock
or Warrants. The public offering price of the Common Stock and the Warrants and
the exercise price of the Warrants, as well as the exercise price of the
warrants underlying the Representative's Warrant, have been determined solely by
negotiations between the Company and the Representative. Among the factors
considered in determining these prices were the Company's current financial
condition and prospects, market prices of similar securities of comparable
publicly traded companies, and the general condition of the securities market.
However, the public offering price of the Common Stock and the Warrants and the
exercise price of the Warrants and the warrants underlying Representative's
Warrant do not necessarily bear any relationship to the Company's assets, book
value, earnings or any other established criterion of value.

LEGAL MATTERS

The validity of the Securities offered hereby will be passed upon for the
Company by Jackson Walker L.L.P., Dallas, Texas. Certain legal matters with
respect to the Securities offered hereby will be passed upon for the
Underwriters by Phillips Nizer Benjamin Krim & Ballon L.L.P.

EXPERTS

The audited Combined Financial Statements and schedules included in this
Prospectus and elsewhere in the Registration Statement have been audited by
Killman, Murrell & Company, P.C., independent certified public accountants as
indicated in its reports with respect thereto, and are included herein in
reliance upon the authority of such firms as experts in accounting and auditing
in giving said reports.

The audited Financial Statements of certain of the Predecessors (Car Wash
Properties North, L.P., Car Wash Properties North II, L.P. and Car Wash
Properties North III, L.P.) included in this Prospectus and elsewhere in the
Registration Statement have been audited by Milbern Ray and Company, certified
public accountants as indicated in their reports with respect thereto and are
included thereto, and are included herein in reliance upon the authority of such
firms as experts in accounting and auditing in giving those reports.

- 27 -
<PAGE> 32

OASIS CAR WASH, INC.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Report of Independent Certified Public Accountants F-2

Combined Balance Sheets as of December 31, 1996 and September 30, 1997 F-3

Combined Statements of Operations for the Fiscal Year Ended December 31, 1996
and the Nine Months Ended September 30, 1996 (unaudited) and 1997 F-5

Combined Statements of Owners' Equity for the Fiscal Year Ended
December 31, 1996 and the Nine Months Ended September 30, 1996
(unaudited) and 1997 F-7

Combined Statement of Cash Flows for the Fiscal Year Ended December 31, 1996
and the Nine Months Ended September 30, 1996 (unaudited) and 1997 F-8

Notes to Combined Financial Statements F-10

Predecessor Business Financial Statements F-26
Independent Auditors' Report F-27
Balance Sheet as of June 30, 1995 F-28
Statement of Income for the Fiscal Year Ended June 30, 1995 F-30
Statement of Retained Earnings for the Fiscal Year Ended June 30, 1995 F-31
Statement of Cash Flows for the Fiscal Year Ended June 30, 1995 F-32
Notes to Financial Statements F-33
</TABLE>

F-1
<PAGE> 33

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Oasis Car Wash, Inc.
Dallas, Texas

We have audited the accompanying combined balance sheets of Oasis Car Wash,
Inc. as of December 31, 1996 and September 30, 1997, and the related combined
statements of operations, owners' equity and cash flows for the year ended
December 31, 1996 and the nine months ended September 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Oasis Car
Wash, Inc. as of December 31, 1996 and September 30, 1997, and the combined
results of their operations and cash flows for the year ended December 31, 1996
and the nine months ended September 30, 1997 in conformity with generally
accepted accounting principles.

KILLMAN, MURRELL & COMPANY, P.C.

Dallas, Texas
January 20, 1998 (except as to information
set forth in Note 11 which date is
February 11, 1998)

F-2
<PAGE> 34

OASIS CAR WASH, INC.

COMBINED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
December 31, September 30, September 30,
1996 1997 1997
------------ ------------ ------------
Pro Forma
(Note 10)

<S> <C> <C> <C>
CURRENT ASSETS
Cash and Temporary Cash Investments $ 103,280 $ 5,607 $ 59,735
Accounts Receivables
Trade 107,556 224,616 224,616
Employee and Other 13,408 29,391 29,391
Inventory, at cost 66,928 141,926 141,926
Prepaid Expenses -- 157,904 157,904
------------ ------------ ------------
TOTAL CURRENT ASSETS 291,172 559,444 613,572
------------ ------------ ------------
LAND, BUILDINGS AND EQUIPMENT 8,647,544 11,075,968 11,149,468
Less Accumulated Depreciation (378,130) (790,410) (790,410)
------------ ------------ ------------
NET LAND, BUILDINGS AND EQUIPMENT 8,269,414 10,285,558 10,359,058
------------ ------------ ------------
OTHER ASSETS
Goodwill, net of accumulated amortization
of $114,131 and $205,947, respectively 2,946,357 2,854,541 2,854,541
Non-Compete Agreement, net of accumulated
amortization of $8,333 and $15,833,
respectively 41,667 34,167 34,167
Loan Fees, Other Assets and Organization Costs,
net of accumulated amortization of $714
and $3,006, respectively 97,644 349,085 349,085
Deferred Offering Costs -- -- 194,772
------------ ------------ ------------
TOTAL OTHER ASSETS 3,085,668 3,237,793 3,432,565
------------ ------------ ------------
TOTAL ASSETS $ 11,646,254 $ 14,082,795 $ 14,405,195
============ ============ ============
</TABLE>

The accompanying notes are an integral part
of these combined financial statements

(Continued)

F-3
<PAGE> 35

OASIS CAR WASH, INC.

COMBINED BALANCE SHEETS
(CONTINUED)

LIABILITIES AND OWNERS' EQUITY

<TABLE>
<CAPTION>
December 31, September 30, September 30,
1996 1997 1997
------------ ------------ ------------
Pro Forma
(Note 10)

<S> <C> <C> <C>
CURRENT LIABILITIES
Notes Payable - Note 3 $ 995,613 $ 2,062,356 $ 3,823,356
Current Maturities of Long-Term Debt - Note 4 374,273 244,188 244,188
Accounts Payable 186,649 671,579 606,579
Accrued Liabilities 250,648 276,053 255,053
------------ ------------ ------------

TOTAL CURRENT LIABILITIES 1,807,183 3,254,176 4,929,176

LONG-TERM DEBT, NET OF
CURRENT MATURITIES - NOTE 4 8,004,475 10,205,796 9,790,796

PARTNER/STOCKHOLDER LOANS - NOTE 6 1,006,703 603,154 16,903
------------ ------------ ------------

TOTAL LIABILITIES 10,818,361 14,063,126 14,736,875
------------ ------------ ------------

OWNERS' EQUITY
Common Stock, $.001 par value,
20,000,000 shares authorized; 5,000,000
shares issued and outstanding - Note 11 -- 5,000 5,255
Additional Paid-In-Capital -- 465,573 1,113,279
Stock Subscription Receivable -- (100,000) (100,000)
Accumulated Deficit -- (211,365) (1,350,214)
Partners' Equity (Deficit) 827,893 (139,539) --
------------ ------------ ------------

TOTAL OWNERS' EQUITY 827,893 19,669 (331,680)
------------ ------------ ------------

TOTAL LIABILITIES AND
OWNERS' EQUITY $ 11,646,254 $ 14,082,795 $ 14,405,195
============ ============ ============
</TABLE>

The accompanying notes are an integral part
of these combined financial statements

F-4
<PAGE> 36

OASIS CAR WASH, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, September 30,
---------------------------------------------
1996 1996 1997 1997
----------- ----------- ----------- -----------
(Unaudited) Pro Forma
(Note 10)

<S> <C> <C> <C> <C>
REVENUES
Car Washes $5,128,406 $ 3,630,400 $ 4,187,056 $ 4,187,056
Gasoline Sales 1,034,279 752,944 917,611 917,611
Chemical Sales -- -- 372,122 372,122
Merchandise Sales 172,161 160,104 206,478 206,478
----------- ----------- ----------- -----------

TOTAL REVENUES 6,334,846 4,543,448 5,683,267 5,683,267

COST OF REVENUES 4,076,601 2,913,364 3,424,527 3,424,527
----------- ----------- ----------- -----------

GROSS PROFIT 2,258,245 1,630,084 2,258,740 2,258,740
----------- ----------- ----------- -----------

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
Salaries and Wages 742,569 514,888 682,150 682,150
Amortization and Depreciation 501,308 361,297 513,888 513,888
Other 586,076 344,620 1,151,845 1,151,845
----------- ----------- ----------- -----------

TOTAL SELLING, GENERAL
AND ADMINISTRATIVE
EXPENSES 1,829,953 1,220,805 2,347,883 2,347,883
----------- ----------- ----------- -----------

OTHER INCOME (EXPENSE)
Interest Income 5,752 5,698 5,313 5,313
Interest Expense, net of capitalized
interest of $81,906, $44,388 and
$124,176 at December 31, 1996
and September 30, 1996 (unaudited)
and 1997, respectively (810,934) (581,743) (866,881) (2,005,730)
----------- ----------- ----------- -----------

(LOSS) BEFORE
INCOME TAXES (376,890) (166,766) (950,711) (2,089,560)

INCOME TAX EXPENSE - NOTE 7 -- -- -- --
----------- ----------- ----------- -----------

NET (LOSS) $ (376,890) $ (166,766) $ (950,711) $(2,089,560)
=========== ============ =========== ===========
</TABLE>

(Continued)

The accompanying notes are an integral part
of these combined financial statements

F-5
<PAGE> 37

OASIS CAR WASH, INC.

COMBINED STATEMENTS OF OPERATIONS
(CONTINUED)

<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, September 30,
--------------------------------------------
- 1996 1996 1997 1997
----------- ----------- ----------- -------------
(Unaudited) Pro Forma
(Note 10)
<S> <C> <C> <C> <C>
PRO FORMA DATA (NOTES 1 AND 10)

HISTORICAL (LOSS) BEFORE
INCOME TAXES $ (376,890) $ (166,766) $ (950,711) $ (2,089,560)

PRO FORMA PROVISION FOR INCOME
TAXES -- -- -- --
----------- ----------- ----------- -------------

PRO FORMA NET (LOSS) $ (376,890) $ (166,766) $ (950,711) $ (2,089,560)
=========== =========== =========== =============

PRO FORMA NET (LOSS) PER
COMMON SHARE $ (.08) $ (.03) $ (.19) $ (.40)
=========== =========== =========== =============

PRO FORMA WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING 5,000,000 5,000,000 5,000,000 5,255,000
=========== =========== =========== =============

</TABLE>

The accompanying notes are an integral part
of these combined financial statements

F-6
<PAGE> 38

OASIS CAR WASH, INC.

COMBINED STATEMENTS OF OWNERS' EQUITY

YEAR ENDED DECEMBER 31, 1996, AND
NINE MONTHS ENDED SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
Additional Stock Partners'
Common Stock Paid-In Subscription Retained Equity
Shares Amount Capital Receivable (Deficit) (Deficit) Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE
DECEMBER 31, 1995 -- $ -- $ -- $ -- $ -- $ -- $ --

Partners' Contributions -- -- -- -- -- 1,204,783 1,204,783

Net (Loss) -- -- -- -- -- (376,890) (376,890)
----------- ----------- ----------- ----------- ----------- ----------- -----------

BALANCE
DECEMBER 31, 1996 -- -- -- -- -- 827,893 827,893

Partners' Contributions -- -- -- -- -- 141,487 141,487

Net (Loss) -- -- -- -- (211,365) (739,346) (950,711)

Incorporation of
Parent Company -- -- 1,000 -- -- -- 1,000

Sale of common stock
to the Company's
President 10,000 1,000 99,000 (100,000) -- -- --

Merger of three (3)
partnerships with
Parent Company at
August 31, 1997 90,000 9,000 360,573 -- -- (369,573) --

50 for 1 stock split,
February 10, 1998 4,900,000 (5,000) 5,000 -- -- -- --
---------- ----------- ----------- ----------- ---------- ----------- -----------
BALANCE
SEPTEMBER 30, 1997 5,000,000 $ 5,000 $ 465,573 $ (100,000) $ (211,365) $ (139,539) $ 19,669
=========== =========== =========== =========== =========== =========== ===========

</TABLE>

The accompanying notes are an integral part
of these combined financial statements

F-7
<PAGE> 39

OASIS CAR WASH, INC.

COMBINED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
Nine Months
Ended
Year Ended September 30,
December 31, --------------------------------
1996 1996 1997
------------ ------------ -------------
(Unaudited)
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net (Loss) $ (376,890) $ (166,766) $ (950,711)
Adjustments to reconcile net (loss) income
to net cash from operating activities:
Amortization and Depreciation 501,308 361,297 513,888
Changes in Operating Assets and Liabilities
Accounts Receivable (120,964) (78,776) (133,043)
Inventory (66,928) (73,758) (74,998)
Prepaid Expenses - - (157,904)
Other Assets (98,358) (107,152) (253,733)
Accounts Payable 186,649 110,169 484,930
Accrued Liabilities 250,648 161,104 25,405
------------ ------------ -------------

NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 275,465 206,118 (546,166)
------------ ------------ -------------

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Land, Buildings and Equipment (9,413,096) (9,188,493) (2,428,424)
Good Will Acquisition (3,060,488) (3,060,488) -
Non-Compete Agreement (50,000) (50,000) -
Proceeds from Sale of Land 533,750 533,750 -
------------ ------------ -------------

NET CASH USED BY
INVESTING ACTIVITIES (11,989,834) (11,765,231) (2,428,424)
------------ ------------ -------------
</TABLE>

The accompanying notes are an integral part
of these combined financial statements

(Continued)

F-8
<PAGE> 40

OASIS CAR WASH, INC.

COMBINED STATEMENT OF CASH FLOWS
(CONTINUED)

<TABLE>
<CAPTION>
Nine Months
Ended
Year Ended September 30,
December 31, --------------------------------
1996 1996 1997
------------ ------------ -------------
(Unaudited)
<S> <C> <C> <C>
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Borrowings $10,160,159 $10,120,159 $10,375,326
Repayment of Borrowings (785,798) (676,998) (7,237,347)
Partner Loans 1,372,550 1,339,089 215,520
Partner Loan Repayments (134,045) (115,584) (619,069)
Partner/Stockholder Contributions 1,204,783 1,204,783 142,487
------------ ------------ -------------

NET CASH PROVIDED BY
FINANCING ACTIVITIES 11,817,649 11,871,449 2,876,917
------------ ------------ -------------

NET INCREASE (DECREASE) IN CASH 103,280 312,336 (97,673)

CASH AT BEGINNING OF PERIOD - - 103,280
------------ ------------ -------------

CASH AT END OF PERIOD $ 103,280 $ 312,336 $ 5,607
============ =========== =============

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Year For:
Interest Expense $ 875,300 $ 619,458 $ 919,160
============ =========== ============

SUPPLEMENTAL SCHEDULE OF
NON-CASH INVESTING AND
FINANCING ACTIVITIES
Distributing Assets to Partner $ 231,802 $ 231,802 $ -
Partner Distribution (231,802) (231,802) -
Additional Paid-In-Capital - - (99,000)
Common Stock Issued - - (1,000)
Stock Subscription Receivable - - 100,000
------------ ------------ -------------
$ - $ - $ -
============ =========== ============

</TABLE>

The accompanying notes are an integral part
of these combined financial statements

F-9
<PAGE> 41

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Weyand Family Interests (the "Majority Partner") in October 1995,
entered into an agreement to purchase three car washes which were leased and
operated by Mitchell-Blakewell, Inc. (dba OASIS CAR WASH). These acquisitions
were consummated on the following staggered schedule:

<TABLE>
<CAPTION>
Location Name Owner's Limited Partnership Name Date of Purchase
------------- -------------------------------- ----------------

<S> <C>
Preston Car Wash Properties North, L.P. December 18, 1995
Coit Car Wash Properties North II, L.P. January 24, 1996
Parker Car Wash Properties North III, L.P. February 23, 1996
</TABLE>

In March 1996, the Majority Partner initiated Car Wash Properties North V.,
L.P. and with the capital contributed by the fifty percent (50%) limited
partner, purchased a fourth car wash located in Addison, Texas on March 29, 1996
from the Milton J. Noell Estate.

In March 1996, the Majority Partner initiated Car Wash Properties North IV,
L.P. and purchased a tract of land and proceeded with the design, development
and construction of a fifth car wash, which commenced operation in October 1997.
The purchase of the property was financed by a loan from a special limited
partner in the amount of $415,000.

On December 27, 1996, the Majority Partner incorporated Stanford Chemical
Corp. whose purpose was to establish Stanford Chemical I, LTD. and to purchase
selected inventory, equipment and land and buildings from a chemical company.
The chemical company's assets were purchased using the proceeds from a $239,000
loan from a special limited partner. The principal customers of this company are
the car washes owned and operated by the Majority Partner.

On July 3, 1997, the Majority Partner incorporated OASIS CAR WASH, INC.
(the "Company"). On August 31, 1997, the net assets of the car washes purchased
from Mitchell-Blackwell, Inc. were contributed to the Company. On October 31,
1997, the net assets of Stanford Chemical I, LTD., Car Wash Properties IV, L.P.
and Car Wash Properties V, L.P. were contributed to the Company.

On October 16, 1997, the special limited partner of Car Wash Properties
North IV, L.P. agreed to convert its partnership interest into common stock of
the Company at the time of the commencement of the Company's proposed initial
public offering ("IPO") using a value of $675,000 for the partnership interest
and a conversion price equal to the IPO offering price. If the IPO is not
consummated within twelve months of October 13, 1997, the special limited
partner is entitled to a fifty percent (50%) participation in the net profits of
the car wash owned by the limited partnership.

(Continued)

F-10
<PAGE> 42

OASIS CAR WASH, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)
DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Organization (Continued)

On October 31, 1997, two (2) of the limited partners of Car Wash
Properties North V., L.P. concluded an agreement to contribute their
partnership interests to the Company at the time of the commencement of the
Company's IPO. The limited partners (aggregating fifty percent ownership)
agreed to convert their partnership interests as follows:

- $50,000 return of capital payment on November 1, 1997

- $162,500 return of capital payment subject to the successful completion
of the proposed IPO

- Issuance of sufficient number of the Company's common shares, using the
IPO price per share, to aggregate a total issue value of $275,000

If the IPO is not consummated, the two limited partners will retain a fifty
percent (50%) interest in net profits of the car wash owned by the limited
partnership.

Principles of Combination

The Weyand Family Interests were the general partners and at least fifty
percent (50%) owners of all limited partnerships set forth above, and own one
hundred percent of all outstanding stock in Standard Chemical Corp. And ninety
percent (90%) of the outstanding common shares of the Company; therefore, the
financial statements of the limited partnerships and corporation were combined
as of December 31, 1996 and September 30, 1996 (unaudited) and 1997, pursuant to
guidance contained in Statement of Position Number 78-9 issued by the Accounting
Standards Division of the American Institution of Certified Public Accountants.
Since the companies are under common control, the mergers will be accounted for
essentially as pooling of interests. All significant intercompany accounts and
transactions have been eliminated in the accompanying combined financial
statements.

Business

The Company operates an innovative chain of up-scale, full-service car
washes providing the convenience of full service gas, washing and detailing in a
modern, customer-oriented environment. The Company presently owns and operates
five locations in Dallas, Texas and the surrounding suburban area and has
identified other locations which will be purchased and car washes opened in the
spring and summer of 1998. In addition, the Company incorporated and started a
chemical business to provide soap and other cleaning chemicals to its car washes
in January 1997. Approximately twenty-five percent (25%) of the chemical
company's sales are to car washes owned by the Company.

(Continued)

F-11
<PAGE> 43

OASIS CAR WASH, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)
DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period and disclosures of contingent assets and
liabilities. The ultimate results could differ from those estimates.

Interim Financial Statements

The combined statements of operations and cash flows for the nine months
ended September 30, 1996 are unaudited and are not covered by the report of the
independent public accountants. However, in the opinion of management, these
interim financial statements include all adjustments (consisting of only normal
recurring adjustments) which are necessary for the fair presentation of the
results for the interim period presented. The results of operations for the
audited nine-month period ended September 30, 1997, are not necessarily
indicative of the results which may be expected for the entire fiscal year.

Cash and Cash Equivalents

For financial reporting purposes, the Company considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents. Cash equivalents consist primarily of certificates of deposit.

Inventories

All inventories are valued at the lower of cost or market. Cost is
determined using the first-in, first-out (FIFO) method.

Inventories consisted of the following:

<TABLE>
<CAPTION>
December 31, September 30,
1996 1997
-------- --------
<S> <C> <C>
Gasoline $ 50,804 $ 46,211
Soap and Cleaning Chemicals -- 79,591
Merchandise 16,124 16,124
-------- --------

$ 66,928 $141,926
======== ========
</TABLE>

(Continued)

F-12
<PAGE> 44

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment are stated at cost. Maintenance and repairs are
charged to expense as incurred. Major betterments and improvements which extend
the useful life of the related item are capitalized and depreciated.
Depreciation is provided for over the estimated useful lives of the individual
assets using straight-line methods.

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
Useful
December 31, September 30, Lives
1996 1997 (Years)
--------------- ---------------- -------

<S> <C> <C> <C>
Land $3,131,793 $ 3,170,816 --
Buildings and improvements 4,190,803 4,721,516 20.0
Equipment 1,081,659 1,950,577 5.0
Furniture and fixtures 23,293 72,558 5.0
Construction in progress 219,996 1,160,501 --
----------- -----------

Total 8,647,544 11,075,968
Accumulated depreciation (378,130) (790,410)
----------- -----------

Property and equipment, net $8,269,414 $10,285,558
========== ===========
</TABLE>

Amortization of Intangibles

The excess of cost over fair value of net assets acquired ("Goodwill") is
amortized over a period of twenty-five (25) years. The Company periodically
reviews the carrying amount of this asset and evaluates its recoverability based
upon future estimated operating cash flows.

The non-compete agreement is being amortized ratably over the five (5) year
term of the agreement.

The organization costs are being amortized over a five (5) year period.

Loan Fees

The direct costs associated with the funding of long-term debt were
deferred and are being amortized as interest expense over the term of the loan
using the interest method.

(Continued)

F-13
<PAGE> 45

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Accounts Receivable, Accounts Payable and Notes Payable: The carrying
amount reported in the balance sheet for accounts receivable, accounts payable
and notes payable approximates their fair values due to their relatively short
maturity.

Long-Term Debt: The carrying amount reported in the balance sheet for
variable-rate long-term debt approximates its fair value. The fair values of the
Company's fixed-rate long-term debt are estimated using discounted cash flow
analysis, based on the Company's current incremental borrowing rates for similar
types of borrowing arrangements. At September 30, 1997, the fair value of the
Company's long-term debt approximated its carrying value.

Income Taxes

The Company records income tax expense using the liability method of
accounting for deferred income taxes. Under the liability method, deferred tax
assets and liabilities are recognized for the expected future tax consequences
of temporary differences between the financial statement and income tax bases of
the Company's assets and liabilities. An allowance is recorded when it is more
likely than not that any or all of a deferred tax assets will not be realized.
The provision for income taxes includes taxes currently payable plus the net
change during the accounting period in deferred tax assets and liabilities
recorded by the Company.

Concentration of Credit Risk

The Company places its cash and temporary cash investments with high credit
quality financial institutions. At times such investments may be in excess of
FDIC insurance limits. At December 31, 1996, the deposits exceeding FDIC
insurance limits were $135,000.

The Company grants unsecured credit to its customers which are located in
the Company's market area which is Dallas, Texas and its suburbs. Management
believes that its billing and collection policies are adequate to minimize
potential credit risks.

(Continued)

F-14
<PAGE> 46

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising

Advertising costs are charged to expense as incurred and for the period
ended December 31, 1996 and September 30, 1996 (unaudited) and 1997, amounted to
$31,259, $20,327, and $87,281, respectively.

Revenue Recognition

Revenue at the car washes are recognized at the time the service is
performed.

Pro Forma Provision for Income Taxes

During 1996 and 1997, substantially all of the losses reflected in the
statement of operations were recognized by the limited partnerships; therefore,
the losses are included in the personal tax return of the partners. The benefit
of the losses are not being recognized due to the expectation that additional
future losses will be sustained by the Company and the benefit of these losses
will not be recognized by the Company due to the doubtful realization of
deferred tax assets.

Pro Forma Net (Loss) Per Common Share

Pro Forma net loss per common share is computed using the weighted average
number of common shares outstanding, as if the common shares had been issued to
the partners at the onset of the partnerships.

In February 1997, the Financial Accounting Standards Board issued SFAS No.
128 "Earnings Per Share," which is required to be adopted by the Company in the
reporting period ending December 31, 1997. At that time, the Company will be
required to change the method currently used to compute earnings per share and
to restate all prior periods. Under the new requirements for calculating basic
earnings per share, the dilutive effect of stock options will be excluded. The
Company has determined the impact of SFAS 128 on the calculation of net income
per share would not be material.

F-15
<PAGE> 47

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 2: BUSINESS ACQUISITIONS

The Majority Partner organized four (4) limited partnerships for the sole
purpose of acquiring and operating four car washes. These car washes were
purchased on a staggered basis from December 1995 to March 1996, and the
purchases are summarized as follows:

<TABLE>
<CAPTION>
Sellers
---------------------------
Mitchell-Blakewell Noell
Assets Purchased Stores Estate Total
---------------- ------------------ ------ -----------

<S> <C> <C> <C>
Land $ 1,655,000 $ 908,750 $ 2,563,750
Buildings 2,947,088 1,303,000 4,250,088
Equipment 757,912 132,000 889,912
Inventory 57,183 7,720 64,903
Certificates of Deposit 200,000 -- 200,000
Loan Fees 71,652 25,000 96,652
Goodwill 2,861,016 199,472 3,060,488
----------- ----------- -----------

$ 8,549,851 $ 2,575,942 $11,125,793
=========== =========== ===========

Liabilities Incurred

Bank Debt $ 6,743,000 $ 2,000,000 $ 8,743,000
Partner Loans and Contributions 1,662,855 570,292 2,233,147
Seller Loans 139,600 -- 139,600
Tax Liabilities Assumed 4,396 5,650 10,046
----------- ----------- -----------

$ 8,549,851 $ 2,575,942 $11,125,793
=========== =========== ===========
</TABLE>

The operations for the thirteen day period in 1995 for the store purchased
on December 18, 1995, are included in the results of operations for the year
ended December 31, 1996, since they were insignificant. Audited financial
statements for the three stores purchased from Mitchell-Blakewell, Inc. are
included on page F-26 to F-37 for the twelve months ended June 30, 1995. The
Company was unable to obtain reliable financial information on the car wash
purchased from the Milton J. Noell Estate since its operations were included in
an office space rental business.

(Continued)

F-16
<PAGE> 48

OASIS CAR WASH, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)
DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 2: BUSINESS ACQUISITIONS (CONTINUED)

Stanford Chemical I, LTD. purchased selected inventory, blending equipment,
land and a building from Starnova Corporation, a defunct chemical company,
effective December 30, 1996. The purchase is summarized as follows:

<TABLE>
<CAPTION>
Asset Purchased Amounts
--------------- -------

<S> <C>
Land $ 39,023
Building 360,000
Equipment 117,481
Inventory 117,083
--------

$ 633,587
=========
</TABLE>

Subsequent to the purchase, Stanford Chemical I, LTD. discovered a large
quantity of drums containing potentially hazardous materials and incurred in
excess of $51,000 of cost in properly disposing of the drums. Stanford Chemical
I, LTD. has made a claim against the Seller of the land and building and has
been reimbursed for the disposal costs.

NOTE 3: NOTES PAYABLE

A summary of the notes payable at December 31, 1996, and September 30, 1997
follows:

<TABLE>
<CAPTION>
1996 1997
-------- ------

<S> <C> <C>
10% note payable to a bank, due $ -- $ 105,227
February 15, 1998, secured by
accounts receivable and inventory

10% unsecured note payable to a credit corporation, -- 25,000
due June 30, 1997

10% note payable to a bank, due 450,000 1,127,722
October 26, 1997, secured by
real estate, equipment, inventory and
personal guarantees of the Majority Partner

9.5% note payable to a bank, due -- 165,407
March 31, 1998, secured by a
second lien on real estate and personal
guarantees of the Majority Partner
</TABLE>

(Continued)
F-17
<PAGE> 49

OASIS CAR WASH, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)
DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 3: NOTES PAYABLE (CONTINUED)

<TABLE>
<CAPTION>
1996 1997
---------- -----------

<S> <C> <C>
10% note payable to a bank, due $ 400,000 $ 400,000
March 31, 1998, secured by
property and personal guarantees of the
Majority Partner

6% unsecured notes payable to individuals,
due October 15, 1996 145,613 --

10% unsecured note payable to an individual, -- 239,000
due October, 1998
---------- ----------
$ 995,613 $2,062,356
========== ==========
</TABLE>

The Company has bank lines of credit totaling $1,719,853 through March 31,
1998. Bank lines of credit are guaranteed by real estate, assignments of rents
and leases, Majority Partner's personal guarantees, accounts receivable and
inventory. During the fiscal year ended December 31, 1996, and nine months ended
September 30, 1997, the highest balance outstanding under these lines was
$1,525,055.

Notes payable of $2,093,129 were refinanced with a mortgage corporation on
November 15, 1997.

NOTE 4: LONG-TERM DEBT

A summary of the notes payable for long-term debt at December 31, 1996 and
September 30, 1997 follows:

<TABLE>
<CAPTION>
1996 1997
---------- ----------

<S> <C> <C>
8.99% note payable to a credit corporation, $ 192,952 $ 188,736
payable in monthly installments of $1,977
including interest, due August 8, 2011,
secured by a motor home

10.75% note payable to a bank, payable 2,669,333 --
in monthly installments of $15,890
including interest, due December 12, 1998,
secured by real estate

10.34% note payable to a bank, payable 1,364,990 --
in monthly installments of $15,693
including interest, due January 23, 1999,
secured by certificates of deposit and
real estate
</TABLE>

(Continued)
F-18
<PAGE> 50

OASIS CAR WASH, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)
DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 4: LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
1996 1997
---------- -----------

<S> <C> <C>
9.95% note payable to a bank, payable $2,420,388 $ --
in monthly installments of $26,607
including interest, due February 23, 1999,
secured by real estate, inventory, and
equipment

9.75% note payable to a bank, payable 1,531,085 1,608,450
in monthly installments of $21,187
including interest, due March 29, 1999,
secured by real estate, inventory, equipment,
assignment of leases and rents and guarantees

9.5% note payable to a bank, payable -- 412,386
in monthly installments of $4,386
including interest, due February 15, 2000,
secured by real property, equipment, inventory,
assignments of leases and rents and guarantees

10% note payable to a bank, payable in -- 114,864
monthly installments of $2,691 including
interest, due February 2002, secured by
equipment

9.5% note payable to a bank, payable in -- 81,230
monthly installments of $1,364 including
interest, due June 6, 2004, secured by
second lien on real estate, equipment,
inventory, accounts receivable and personal
guaranties of the Majority Partner

9.75% note payable to a bank, payable in -- 129,318
monthly installments of $2,195 including
interest, due May 16, 2004, secured by
second lien on real estate and personal
guaranties of the Majority Partner

10.67% notes payable to a mortgage -- 7,500,000
corporation, payable in monthly installments
of $75,737 including interest, due
September 1, 2017, secured by real estate,
inventory, and equipment
</TABLE>

(Continued)
F-19
<PAGE> 51

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 4: LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
1996 1997
-------------- --------------

<S> <C> <C>
10% note payable to an individual, 200,000 415,000
interest paid quarterly, due September 21, 2000,
secured by second lien on real estate,
equipment and inventory
---------- -----------
$8,378,748 $10,449,984
========== ===========
</TABLE>

Long-term debt of $1,737,768 was refinanced with a mortgage corporation on
November 15, 1997.

The covenants to the loan agreements associated with the $7,500,000 in
loans from a mortgage corporation include the following:

- Predetermined fixed charge ratio computed at the individual store
level

- Insurance coverage including one hundred percent coverage of the
replacement cost and business interruption insurance that would
provide coverage for six months of operations and debt service,
including principal payments

- No prepayment of principal allowed for the first seven years of the
notes and, thereafter, with thirty (30) day written notice, the
principal can be prepaid subject to a prepayment fee ranging from five
percent (5%) to one percent (1%) of the outstanding principal balance.

- Mortgage corporation must give prior approval for any change in the
ownership of the Company.

Aggregate maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
Year Ending
Year September 30,
---- ------------

<S> <C> <C>
1998 $ 244,188
1999 1,748,501
2000 221,552
2001 660,512
2002 251,684
Thereafter 7,323,547
-----------
$10,449,984
===========
</TABLE>

F-20
<PAGE> 52

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 5: COMMITMENTS AND CONTINGENCIES

On March 1, 1996, Car Wash Properties North IV, L.P. purchased a tract of
land in Plano, Texas, for approximately $1,100,000 and entered into a $792,000
construction contract in November 1996 for the erection of a car wash. At
September 30, 1997, the contractor had been paid $686,722, and the construction
was completed in October 1997. The store opened on October 6, 1997.

The Company entered into an employment agreement with Thomas Miller, Chief
Operating Officer of the Company, in August 1997 (the "Miller Agreement"), which
contains provisions for salary, bonus, purchase of shares of common stock,
noncompetition, nonsolicitation, nondisclosure and development and invention
covenants. The Miller Agreement provides for a sliding annual base salary
conditioned upon the number of car wash locations in operation by the Company
during the year. If four, five or six or more locations are in operation, Mr.
Miller's annual salary shall be $83,200, $104,000 or $124,800, respectively. Mr.
Miller is entitled to a quarterly bonus if certain goals are achieved on a
location by location basis. Additionally, the Miller Agreement provides for a
payment of 10% of the net profit realized if all of the car wash locations of
the Company are sold. If Mr. Miller's employment with the Company is terminated
without cause, he is entitled to twelve months salary as severance pay; however,
if he is terminated with cause he receives no severance pay unless at the time
of termination, the Majority Partner is no longer in control of the Company and
in that case, Mr. Miller shall be entitled to twelve months severance pay and
shall not be bound by the noncompetition and nonsolicitation provisions of the
Miller Agreement.

In connection with the Miller Agreement, Mr. Miller purchased 10,000 shares
of common stock at a deferred payment price of $100,000, payable in yearly
installments of $20,000 beginning on August 1, 1998. The Company has the right
to repurchase the shares during the 180-day period after Mr. Miller's
termination of employment for any reason until the shares are paid for in full.

For the year ended December 31, 1996 and the nine months ended September
30, 1997, all gasoline sold at the car washes was purchased from a single
supplier.

F-21
<PAGE> 53

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 6: PARTNER/STOCKHOLDER LOANS

The following is a summary of the activity in the Partner/Stockholder loan
account from December 18, 1995 to September 30, 1997:

<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, 1996 September 30, 1997 Total
----------------- ------------------ -----

<S> <C> <C> <C>
Initial Partner Loans to
Purchase Facilities $ 1,339,089 $ -- $ 1,339,089
Working Capital Loans 33,461 215,521 248,982
Repayments (134,045) (107,550) (241,595)
Asset Withdrawn from
Partnership (231,802) -- (231,802)
Repayment from Proceeds
of Loan Refinancing in
August 1997 -- (511,520) (511,520)
----------- ----------- -----------

$ 1,006,703 $ (403,549) $ 603,154
=========== =========== ===========
</TABLE>

NOTE 7: FEDERAL INCOME TAX

The partnerships' investment in land, building, equipment, goodwill, and
other assets for federal tax accounting purposes was $290,000 more than for
financial statement purposes on September 1, 1997, the merger date. This basis
difference tax effected at the statutory rate of thirty-four percent (34%) would
have created a deferred tax asset of approximately $98,000; however, due to the
continuing losses sustained by the operations, it was not considered more likely
than not that the deferred tax asset could be realized. Accordingly, a valuation
allowance has been established for the full amount of the deferred tax asset.

The $211,000 operating loss sustained by the Company for the one month
ended September 30, 1997, was not tax effected since the realization of any
deferred tax assets arising from the net operating loss benefit is considered
doubtful; therefore, a valuation allowance was established equal to the deferred
tax asset (approximately $71,700).

F-22
<PAGE> 54

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 8: SUBSEQUENT EVENTS

In October 1997, the Company sold $2,000,000 in aggregate principal amount
of its 10% bridge notes. The bridge notes are unsecured and bear interest at the
rate of 10% per annum payable quarterly beginning September 30, 1998. The
Company used the proceeds from the issuance of the bridge notes for general
corporate purposes and to fund the costs of its proposed IPO. The bridge notes
are due in full on September 30, 2001 or earlier in certain circumstances,
including within five days following the closing of the IPO. Subject to the
closing of the IPO upon the full payment of the bridge notes, the Company has
agreed to issue to the holders of the bridge notes that number of shares of
common stock equal to the quotient of $1,000,000 divided by the initial public
offering price.

On October 16, 1997, the special limited partner's loans (aggregating
$654,000) to two of the limited partnerships were repaid plus interest and the
special limited partner immediately thereafter purchased $675,000 of the ten
percent (10%) bridge notes issued by the Company.

In October 1997, the Company entered into a contract to purchase a tract of
land in Dallas, Texas as a future car wash site for $968,700.

In January 1998, the Company agreed to purchase an existing car wash in
Mandeville, Louisiana for $1,100,000 and to purchase land and building in
Luling, Louisiana for $560,000.

NOTE 9: SEGMENT INFORMATION

The Company has two (2) primary business segments which are:

- Car wash and related service revenues (Car Wash)

- Chemical sales (Chemical)

(Continued)

F-23
<PAGE> 55

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 9: SEGMENT INFORMATION (CONTINUED)

The following summarizes the operations by business segment:

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended September 30,
December 31, -------------------
1996 1996 1997
------------- ------------ -------------
(Unaudited)

<S> <C> <C> <C>
Revenue
Car Wash $ 6,334,846 $ 4,543,448 $ 5,311,145
Chemical -- -- $ 372,122
Operating (Loss)
Car Wash $ (376,890) $ (166,766) $ (512,393)
Chemical -- -- $ (438,318)
Depreciation
Car Wash $ 378,130 $ 271,505 $ 365,216
Chemical -- -- $ 47,064
Amortization
Car Wash $ 123,178 $ 89,792 $ 99,959
Chemical -- -- $ 1,649
Identifiable Assets
Car Wash $ 11,646,254 $ 11,744,154 $ 13,226,862
Chemical -- -- $ 855,933
Capital Expenditures
Car Wash $ 8,879,346 $ 8,654,743 $ 1,656,026
Chemical -- -- $ 772,398
</TABLE>

NOTE 10: PRO FORMA FINANCIAL TRANSACTIONS

The pro forma combined balance sheet at September 30, 1997 and the statement of
operations for the nine months ended September 30, 1997 reports the effects, on
a pro forma basis, of the following transactions contemplated in connection with
the Company's IPO:

- Issuance of ten percent (10%) bridge notes in the aggregate amount of
$2,000,000 and the use of these funds prior to December 31, 1997.

- Return of capital payments to limited partners in the amount of
$212,500 and the issuance of 55,000 shares of the Company's common
stock at an assumed IPO price of $5.00.

(Continued)

F-24
<PAGE> 56

OASIS CAR WASH, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO THE UNAUDITED PERIOD)

DECEMBER 31, 1996 AND SEPTEMBER 30, 1997

NOTE 10: PRO FORMA FINANCIAL TRANSACTIONS (CONTINUED)

- Issuance of 200,000 shares of the Company's common stock at an assumed
IPO price of $5.00 per share, reflected as an additional $1,000,000 of
interest cost.

- Conversion of Majority Partner's interest in the remaining
partnerships to equity in the Company. (No additional shares to be
issued).

NOTE 11: STOCK SPLIT

On February 10, 1998 the Shareholders and Directors of the Company, authorized
the following:

- Common Shares - increased the authorized share to 20,000,000 and
reduced the par value to $0.001

- Preferred Shares - authorized 5,000,000 preferred shares with a par
value of $0.001

F-25
<PAGE> 57

PREDECESSOR BUSINESS

FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS' REPORT

F-26
<PAGE> 58

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Mitchell-Blakewell, Inc.
Plano, Texas

We have audited the accompanying balance sheet of Mitchell-Blakewell, Inc.
dba Oasis Car Wash ( a Texas corporation) as of June 30, 1995, and the related
combined statements of income, retained earnings, and cash flows for the twelve
months then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mitchell-Blakewell, Inc. dba
Oasis Car Wash as of June 30, 1995, and the results of its operations and its
cash flows for the twelve months then ended in conformity with generally
accepted accounting principles.

Milbern Ray and Company
July 20, 1995
Euless, Texas

F-27
<PAGE> 59

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

BALANCE SHEET

JUNE 30, 1995

ASSETS

<TABLE>

<S> <C>
CURRENT ASSETS
Cash and Cash Equivalent - Note 1 $ 194,610
Certificate of Deposit 100,588
Receivables - Note 1
Trade 12,686
Employees 10,051
Prepaid Expenses 11,000
Inventory - Note 1 29,374
---------

TOTAL CURRENT ASSETS 358,309
---------
PHYSICAL ASSETS - NOTE 1
Transportation Equipment 35,220
Furniture and Equipment 584,539
Leasehold Improvements 19,899
---------
639,658
Less Accumulated Depreciation (493,258)
---------
146,400
---------
OTHER ASSETS
Intangible Assets, net of accumulated amortization
of $125,551 - Note 1 61,949
Deposits 3,995
---------

65,944
---------
TOTAL ASSETS $ 570,653
=========
</TABLE>

See accompanying notes and independent auditors' report.

F-28
<PAGE> 60

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

BALANCE SHEET
(CONTINUED)

JUNE 30, 1995

LIABILITIES AND STOCKHOLDER'S EQUITY

<TABLE>

<S> <C>
CURRENT LIABILITIES
Current Portion of Long-Term Debt - Note 3 $ 28,594
Accounts Payable 109,271
Accrued Expenses - Note 2 176,144
---------

TOTAL CURRENT LIABILITIES 314,009

LONG-TERM DEBT - NOTE 3 68,515
---------

TOTAL LIABILITIES 382,524
---------
STOCKHOLDER'S EQUITY
Common Stock, $.01 par value, 1,000 shares
authorized and issued 10
Paid-in Capital 93,189
Retained Earnings 98,175
---------

191,374
Less Treasury Stock - Note 4 (3,245)
---------

TOTAL STOCKHOLDER'S EQUITY 188,129
---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 570,653
=========

</TABLE>

See accompanying notes and independent auditors' report.

F-29

<PAGE> 61

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

STATEMENT OF INCOME

FOR THE TWELVE MONTHS ENDED JUNE 30, 1995

<TABLE>

<S> <C> <C>
REVENUE $ 5,413,025

COST OF REVENUE 3,894,789
-----------
GROSS PROFIT 1,518,236

GENERAL AND ADMINISTRATIVE EXPENSES
Management $ 536,493
Rent 453,011
Other 283,125 1,272,629
--------- ----------

INCOME FROM OPERATIONS 245,607

OTHER INCOME AND (EXPENSE)
Interest Income 1,554
Interest Expense (17,147)
Loss on Sale of Fixed Assets (26,700) (42,293)
--------- ----------

NET INCOME $ 203,314
==========

</TABLE>

See accompanying notes and independent auditors' report.

F-30

<PAGE> 62

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

STATEMENT OF RETAINED EARNINGS

FOR THE TWELVE MONTHS ENDED JUNE 30, 1995

<TABLE>
<CAPTION>
Accumulated Tax
Adjustments Timing
Account Adjustment Total
--------- --------- ---------
<S> <C> <C> <C>
BALANCE
July 1, 1994 $ 93,714 $ -- $ 93,714

Net income 203,314 -- 203,314

Shareholder Distributions (198,853) -- (198,853)
--------- --------- ---------

BALANCE
June 30, 1995 $ 98,175 $ -- $ 98,175
========= ========= =========

</TABLE>

See accompanying notes and independent auditors' report.

F-31

<PAGE> 63

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED JUNE 30, 1995

<TABLE>

<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 203,314
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities:
Depreciation and Amortization 122,018
Loss on Sale of Fixed Assets 26,700
(Increase) Decrease In:
Certificate of Deposit (100,588)
Accounts Receivables 56,721
Prepaid Expenses 10,504
Inventory (2,711)
Increase (Decrease) In:
Accounts Payable (24,462)
Accrued Liabilities 15,448
---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 306,944
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of Fixed Assets 82,500
Purchase of Fixed Assets (86,502)
---------
NET CASH USED FOR INVESTING ACTIVITIES (4,002)
---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long-Term Debt (93,392)
Increase in Deposits (500)
Shareholder Distributions (22,114)
---------

NET CASH USED FOR FINANCING ACTIVITIES (116,006)
---------

NET INCREASE IN CASH AND CASH EQUIVALENTS 186,936

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,674
---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 194,610
=========

</TABLE>

See accompanying notes and independent auditors' report.

F-32

<PAGE> 64

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1995

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General - The Company was organized in April, 1989 and is engaged in a
full service car wash. The establishment also sells gas and other
merchandise. The Company operates at four locations, all in Plano,
Texas.

Method of Accounting - The Company utilizes the accrual method of
accounting for financial statement reporting. Under this method,
revenue is recognized when earned and expenses are recognized when
incurred.

Inventory - The Company's inventory is valued at the lower of cost
(first in, first out) or market.

Property and Equipment - Property and equipment are carried at cost.
Depreciation is provided using the accelerated method for financial and
federal income reporting, using the following estimated lives:

<TABLE>
<S> <C>
Furniture, equipment, and autos 5 - 7 years
Leasehold improvements 31.5 years
</TABLE>

Depreciation expense charged to operations for the twelve months ended
June 30, 1995 was $83,573.

Maintenance, repairs, and minor renewals which do not significantly
improve or extend the lives of the respective assets are charged
against operations when incurred. Additions, improvements, and major
renewals are capitalized.

The cost and accumulated depreciation or amortization of assets sold,
retired, or otherwise disposed of are removed from the respective
accounts and any gain or loss is reflected in operations.

Intangible Assets - Intangible assets at June 30, 1995, are amortized
using the straight-line method over five years. Intangible assets
consist of the following:

<TABLE>
<S> <C>
Lease agreement $ 55,000
Non-compete agreement 132,500
---------

$ 187,500
=========
</TABLE>

F-33

<PAGE> 65

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1995

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Intangible Assets (Continued)
Amortization expense charged to operations for the twelve months ended
June 30, 1995 was $38,445.

Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Company considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents. Cash paid
during the year for interest was $17,147. Non-cash financing and
investing activities consisted of shareholder distributions reducing
shareholder receivables in the amount of $176,739.

Income Taxes - The Company, with the consent of its shareholders, has
elected under the Internal Revenue Code to be an S corporation. In lieu
of corporation income taxes, the shareholders of an S corporation are
taxed on their proportionate share of the Company's taxable income.
Therefore, no provision or liability for federal income taxes has been
included in the financial statements.

NOTE 2. ACCRUED EXPENSES

Accrued expenses consisted of the following:

<TABLE>

<S> <C>
Accrued payroll tax $ 2,012
Accrued sales tax 1,332
Accrued property tax 34,649
Accrued payroll 42,866
Accrued pension plan 20,000
Accrued rent 68,719
Accrued employees tips 6,566
--------

$176,144
========
</TABLE>

NOTE 3. LONG-TERM DEBT

Long-term debt is as follows at June 30, 1995:
<TABLE>

<S> <C>
Notes payable to a bank, due $1,904 per
month plus interest at 10%, maturing June,
1999, secured by autos and equipment $ 91,363

</TABLE>

(Continued)

F-34

<PAGE> 66

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1995

NOTE 3. LONG-TERM DEBT (CONTINUED)

<TABLE>

<S> <C>
Note payable to a bank, due $1,920 per
quarter plus interest at 7.5% with balance
due at maturity in December, 1995, secured
by auto 5,746
-------

97,109
Less current maturities 28,594
-------

$68,515
=======
</TABLE>

Future maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
Twelve months ended
June 30,
-------------------
<S> <C>
1996 $28,594
1997 22,848
1998 22,848
1999 22,819
-------

$97,109
=======

</TABLE>

NOTE 4. TREASURY STOCK

Treasury stock is shown at cost, and in 1990 consists of 500 shares of
common stock.

NOTE 5. DESCRIPTIONS OF LEASING ARRANGEMENTS

The Company leases its car washes under noncancelable operating leases.
While all of the agreements provide for minimum lease payments, some
provide for additional rentals contingent upon prescribed sales
volumes. Most of the leases contain renewal options.

(Continued)

F-35

<PAGE> 67

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1995

NOTE 5. DESCRIPTIONS OF LEASING ARRANGEMENTS (CONTINUED)

The following is a schedule of future minimum lease payments required
under the leases:

<TABLE>
<CAPTION>
Twelve months ended
June 30,
-------------------
<S> <C>
1996 $ 373,017
1997 373,017
1998 373,017
1999 373,017
2000 373,017
Thereafter 4,197,179
----------

$6,062,264
==========

</TABLE>

Minimum lease payments in this schedule exclude contingent rentals.

For the twelve months ended June 30, 1995, rent expense consists of the
following components:

<TABLE>

<S> <C>
Minimum lease payments $389,217
Contingent rent 63,794
--------

$453,011
========
</TABLE>

NOTE 6. RETIREMENT PLAN

The Company has a profit-sharing plan that covers substantially all of
its employees. Contributions to the plan are at the discretion of the
Board of Directors. During the twelve months ended June 30, 1995,
contributions to the plan charged to operations was $20,000.

NOTE 7. INTERIM REPORTING

The Company is a calendar year entity. The Company's business is not
necessarily subject to seasonal variations, therefore, these financial
statements were prepared to provide information indicative of results
for a full year.

F-36

<PAGE> 68

MITCHELL-BLAKEWELL, INC.

DBA OASIS CAR WASH

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1995

NOTE 8. RELATED PARTY TRANSACTIONS

The Company's sole shareholder has a 50% interest in the buildings in
which the car washes operate. Rent paid to each of the related
locations is as follows:
<TABLE>

<S> <C> <C>
Parker $138,209
Preston 176,357
Coit 118,438
--------

$433,004
========
</TABLE>

The Company also leases a vehicle from the sole shareholder. This is a
month to month lease in the amount of $453 per month. Auto lease
expense charged against operations for the twelve months ended June 30,
1995, is $4,080.

NOTE 9. MAJOR SUPPLIERS

One vendor accounted for 100% of the Company's gas purchases for the
twelve months ended June 30, 1995. Another vendor accounted for
approximately 66% of the Company's soap purchases for the twelve months
ended June 30, 1995.

F-37

<PAGE> 69

================================================================================

No dealer, salesperson or other person has been authorized to give
any information or to make any representations other than those con
tained in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company or any Underwriter. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in the affairs of
the Company since such date.

--------------------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary...........................
Risk Factors.................................
Use of Proceeds..............................
Dividend Policy..............................
Capitalization...............................
Dilution.....................................
Selected Historical Financial Data...........
Unaudited Pro Forma Combined
Financial Information...................
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...........................
Business.....................................
Management...................................
Certain Transactions.........................
Principal Shareholders.......................
Description of Securities....................
Shares Eligible for Future Sale..............
Underwriting.................................
Legal Matters................................
Experts......................................
Index to Financial Statements................

</TABLE>

-------------------

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

================================================================================

OASIS CAR
WASH, INC.

2,000,000 SHARES OF
COMMON STOCK

AND

2,000,000 REDEEMABLE
COMMON STOCK PURCHASE
WARRANTS

-------------------

PROSPECTUS

-------------------

FIRST LONDON
SECURITIES CORPORATION

, 1998

================================================================================

<PAGE> 70

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant has authority under Article 2.02-1 of the Texas Business
Corporation Act to indemnify its directors and officers to the extent provided
in such statute. The Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall indemnify its executive
officers and directors to the fullest extent permitted by law either now or
hereafter. The Registrant has also entered into an agreement with each of its
directors and certain of its officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law.

At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.

Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement, the Underwriters have agreed to indemnify the directors,
officers and controlling persons of the Registrant against certain civil
liabilities that may be incurred in connection with this Offering, including
certain liabilities under the Securities Act.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Registrant estimates that expenses payable by the Registrant in
connection with the offering described in this registration statement (other
than underwriting discounts and commissions) will be as follows:

<TABLE>

<S> <C>
Securities and Exchange Commission
registration fee ....................................................................... $10,844.83
NASD filing fee ..............................................................................
----------
Nasdaq listing fee ...........................................................................
----------
Boston Stock Exchange Listing Fee ............................................................
----------
Printing and engraving expenses ..............................................................
----------
Accounting fees and expenses .................................................................
----------
Legal fees and expenses ......................................................................
----------
Fees and expenses (including legal fees) for
qualifications under state securities laws .................................................
----------
Registrar and Transfer Agent's fees and expenses .............................................
----------
Miscellaneous ................................................................................
----------
Total........................................................................................ $
==========

</TABLE>

All amounts except the Securities and Exchange Commission registration fee,
the NASD filing fee, the Nasdaq listing fee and the Boston Stock Exchange
listing fee are estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

In October 1997, the Company sold $2,000,000 in aggregate principal amount
of its 10% Bridge Notes. See "Description of Securities -- Bridge Notes." First
London Securities Corporation acted as the placement agent for the 10% Bridge
Notes. The total underwriting discounts and commissions received by First London
Securities Corporation was $107,750. The Company sold the 10% Bridge Notes in
reliance on Section 506 of Regulation D of the Securities Act.

<PAGE> 71

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

EXHIBIT DESCRIPTION
------- -----------
<S> <C>
1.1 Proposed form of Underwriting Agreement*
3.1 Registrant's Articles of Incorporation*
3.2 Registrant's Articles of Amendment to Articles of Incorporation*
3.3 Registrant's Amended and Restated Bylaws*
4.1 Specimen Common Stock certificate*
4.2 Specimen Warrant Certificate*
5.1 Opinion of Jackson Walker L. L. P. (1)
10.1 Agreement by and between D. Bradley Dean, the Company and Car Wash Properties North IV, L.P.
dated October 16, 1997 (1)
10.2 Agreement by and between Robert S. Noell, the Company and Car Wash Properties North V, L.P. dated
October 31, 1997 (1)
10.3 Agreement by and between David S. Noell, the Company and Car Wash Properties North V, L.P. dated
October 31, 1997 (1)
10.4 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North, L.P. dated August 11, 1997 (1)
10.5 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North II, L.P. dated August 11, 1997 (1)
10.6 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North III, L.P. dated August 11, 1997 (1)
10.7 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North IV, L.P. dated October 31, 1997 (1)
10.8 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North V, L.P. dated October 31, 1997 (1)
11.1 Statement regarding computation of per share earnings (1)
12.1 Statement regarding computation of ratios (1)
21.1 Subsidiaries of the Registrant*
23.1 Consent of Jackson Walker L. L. P. (to be included in its opinion to be filed as Exhibit 5.1) (1)
23.2 Consent of Killman, Murrell & Company*
24.1 Reference is made to the Signatures section of this Registration Statement for the Power of Attorney
contained therein
25.1 Consent of Independent Public Accountants

</TABLE>

---------------------

* Filed herewith

(1) To be filed by amendment.

(b) Financial Statement Schedules:

The following supplemental schedules can be found on the indicated pages
of this Registration Statement.

</TABLE>

All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions or are not applicable, and therefore have been omitted.

II-2

<PAGE> 72

ITEM 28. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any additional or changed material
information with respect to the plan of distribution; and

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at the
termination of the Offering.

(b) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the Securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

(d) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of a registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1), or (4) or
497(h) under the Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3

<PAGE> 73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on February 10, 1998.

OASIS CAR WASH, INC.

By: /s/ RICHARD W. WEYAND
-----------------------------------------
Richard W. Weyand, Chairman of the Board
& President (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Richard W. Weyand and Steffanie D.
Shepard his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RICHARD W. WEYAND Chairman of the Board and President February 10, 1998
- ------------------------------------ (Principal Executive Officer)
Richard W. Weyand

/s/ STEFFANIE D. SHEPHERD Chief Financial Officer, Secretary and February 10, 1998
- ------------------------------------ Treasurer
Steffanie D. Shepherd (Principal Accounting Officer)

/s/ ARTHUR W. HOLLINGSWORTH Director February 10, 1998
- ------------------------------------
Arthur W. Hollingsworth

/s/ JESSE B. SHELMIRE Director February 10, 1998
- ------------------------------------
Jesse B. Shelmire, IV

/s/ D. BRADLEY DEAN Director February 10, 1998
- ------------------------------------
D. Bradley Dean

/s/ STEVE BARTLETT Director February 10, 1998
- ------------------------------------
Steve Bartlett

</TABLE>

II-4

<PAGE> 74

EXHIBIT INDEX

EXHIBIT DESCRIPTION
------- -----------
<S> <C>
1.1 Proposed form of Underwriting Agreement (1)
3.1 Registrant's Articles of Incorporation*
3.2 Registrant's Articles of Amendment to Articles of Incorporation*
3.3 Registrant's Amended and Restated Bylaws*
4.1 Specimen Common Stock certificate (1)
4.2 Specimen Warrant Certificate (1)
5.1 Opinion of Jackson Walker L. L. P. (1)
10.1 Agreement by and between D. Bradley Dean, the Company and Car Wash Properties North IV, L.P.
dated October 16, 1997 (1)
10.2 Agreement by and between Robert S. Noell, the Company and Car Wash Properties North V, L.P. dated
October 31, 1997 (1)
10.3 Agreement by and between David S. Noell, the Company and Car Wash Properties North V, L.P. dated
October 31, 1997 (1)
10.4 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North, L.P. dated August 11, 1997 (1)
10.5 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North II, L.P. dated August 11, 1997 (1)
10.6 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North III, L.P. dated August 11, 1997 (1)
10.7 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North IV, L.P. dated October 31, 1997 (1)
10.8 Warranty Deed, Bill of Sale and Assignment by and between the Company and Car Wash Properties
North V, L.P. dated October 31, 1997 (1)
11.1 Statement regarding computation of per share earnings (1)
12.1 Statement regarding computation of ratios (1)
21.1 Subsidiaries of the Registrant*
23.1 Consent of Jackson Walker L. L. P. (to be included in its opinion to be filed as Exhibit 5.1) (1)
23.2 Consent of Killman, Murrell & Company*
23.3 Consent of Milbern Ray & Company*
24.1 Reference is made to the Signatures section of this Registration Statement for the Power of Attorney
contained therein*
</TABLE>

---------------------

* Filed herewith

(1) To be filed by amendment.

<PAGE> 1
EXHIBIT 3.1

ARTICLES OF INCORPORATION
OF
OASIS CAR WASH, INC.

The undersigned, acting as incorporator of a corporation under the
Texas Business Corporation Act (the "Act"), does hereby adopt the following
articles of incorporation for such corporation:

1. NAME. The name of the corporation is OASIS CAR WASH, INC.

2. DURATION. The period of its duration is perpetual.

3. PURPOSE. The purpose for which the corporation is organized
is the transaction of any or all lawful business for which corporations may be
incorporated under the Act and the exercise of any and all powers which are or
may be permitted by law, and to do any and all things hereinbefore set forth to
the same extent as a natural person might or could do.

4. REGISTERED OFFICE AND AGENT. The post office address of its
initial registered office is 15209 Addison Road, Addison, Texas 75248-4505, The
name of its initial registered agent is Richard W. Weyand.

5. COMMENCEMENT OF BUSINESS. The corporation will not commence
business until it has received for the issuance of its shares consideration of
the value of at least One Thousand Dollars ($1,000.00), consisting of money,
labor done or property actually received.

6. SHARES. The aggregate number of shares which the corporation
shall have authority to issue is one hundred thousand (100,000) Common Shares
of the par value of Ten Cents ($.10) each.

7. PREEMPTIVE RIGHTS. No shareholder shall have any preemptive
right to purchase shares of the corporation.

8. WRITTEN CONSENT BY SHAREHOLDERS. Any action which must be
taken at any annual or special meeting of shareholders, or any action which may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without notice and without a vote, if a consent or consents in
writing, setting forth the action taken, is signed by the holder or holders of
shares having not less than the minimum number of votes that would be necessary
to take such action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted.

9. NON-CUMULATIVE VOTING. Cumulative voting is expressly
prohibited. Directors shall be elected by majority vote of the shares
represented at any meeting at which a quorum is present.
<PAGE> 2
10. BYLAWS. The power to alter, amend or repeal the Bylaws, or to
adopt new Bylaws, shall be vested in either the shareholders or the Board of
Directors of the corporation.

11. INITIAL DIRECTORS. The number of directors constituting the
initial Board of Directors is one; thereafter, the number of directors of the
corporation shall be fixed in accordance with the Bylaws. The name and address
of the person or persons who are to serve as directors until the first annual
meeting of the shareholders or until their successors are elected and qualified
is:

<TABLE>
<CAPTION>
Name Address
---- -------

<S> <C>
Richard W. Weyand 15209 Addison Road,
Addison, Texas 75248-4505
</TABLE>

12. LIMITATION OF LIABILITY OF DIRECTORS. Directors of the
corporation shall not be liable to the corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
directors except that this provision shall not eliminate or limit the liability
of a director for:

(1) a breach of a director's duty of loyalty to the
corporation or its shareholders;

(2) an act or omission not in good faith that constitutes
a breach of the director's duty to the Corporation or an act or
omission that involves intentional misconduct or a knowing violation
of the law;

(3) a transaction from which a director received an
improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office;

(4) in act or omission for which the liability of a
director is expressly provided by statute; or

(5) an act related to an unlawful stock repurchase or
payment of a dividend.

13. INCORPORATOR. The name and address of the incorporator is J.
Scott Jackson, 2200 One Galleria Tower, L.B. 48, 13355 Noel Road, Dallas, Texas
75240-6657.

EXECUTED, July 3,1997.

/s/ J. Scott Jackson
-----------------------------------
J. Scott Jackson

<PAGE> 1
EXHIBIT 3.2

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF OASIS CAR WASH, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation (the "Corporation") adopts the
following Articles of Amendment to its Articles of Incorporation.

ARTICLE ONE.

The name of the Corporation is Oasis Car Wash, Inc.

ARTICLE TWO.

The following amendments to the Articles of Incorporation were adopted
by the shareholders of the Corporation on the 10th day of February, 1998:

The amendment alters Article Six of the Articles of Incorporation to
read as follows:

"The aggregate number of shares of capital stock that the Corporation
will have authority to issue is Twenty- Five Million (25,000,000), of which
Twenty Million (20,000,000) will be shares of Common Stock, having a par value
of $.001 per share, and Five Million (5,000,000) of which will be shares of
Preferred Stock, having a par value of $.001 per share.

Preferred Stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of any one
series of preferred stock will be identical except as to the date of issue and
the dates from which dividends on shares of the series issued on different
dates will cumulate, if cumulative. Authority is hereby expressly granted to
the Board of Directors to authorize the issuance of one or more series of
preferred stock, and to fix by resolution or resolutions providing for the
issue of each such series the voting powers, designations, preferences and
relative, participating, optional, redemption, conversion, exchange or other
special rights, qualifications, limitations or restrictions of such series, and
the number of shares in each series, to the full extent now or hereafter
permitted by law."

The amendment alters Article Twelve of the Articles of Incorporation
as follows:

"(a) The Corporation will, to the fullest extent permitted by the
Texas Business Corporation Act, as the same exists or may hereafter be amended,
indemnify any and all persons who it has power to indemnify under such Act from
and against any and all of the expenses, liabilities or other matters referred
to in or covered by such Act. Such indemnification may be provided pursuant to
any Bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his director or officer capacity and as to
action in another capacity while holding such office,
<PAGE> 2
will continue as to a person who has ceased to be a director, officer, employee
or agent, and inure to the benefit of the heirs, executors and administrators
of such a person.

(b) If a claim under paragraph (a) of this Article is not paid in
full by the Corporation within thirty (30) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim. It will be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct that make it permissible under
the laws of the State of Texas for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense will be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the laws of the State of Texas nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel or its shareholders) that the claimant has not met such
applicable standard of conduct, will be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

(c) To the fullest extent permitted by the laws of the State of
Texas as the same exist or may hereafter be amended, a director of the
Corporation will not be liable to the Corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director. Any repeal or modification of this Article Twelve (c) will not
increase the personal liability of any director of the Corporation for any act
or occurrence taking place before such repeal or modification, or adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification. The provisions of this Article Twelve (c)
shall not be deemed to limit or preclude indemnification of a director by the
Corporation for any liability of a director that has not been eliminated by the
provisions of this Article Twelve (c)."

ARTICLE THREE.

The number of shares of the Corporation outstanding at the time of
such adoption was 100,000; and the number of shares entitled to vote thereon
was 100,000.

ARTICLE FOUR.

The number of shares voted for such amendment was 100,000; the number
of shares voted against such amendment was zero.

2
<PAGE> 3
DATED this 10th day of February, 1998.

OASIS CAR WASH, INC.

By: /s/ RICHARD W. WEYAND
----------------------------------
Richard W. Weyand, President

<PAGE> 1
EXHIBIT 3.3

AMENDED AND RESTATED
BYLAWS
OF
OASIS CAR WASH, INC.
a Texas corporation

Adopted:

February 10, 1998
<PAGE> 2
AMENDED AND RESTATED
BYLAWS
OF
OASIS CAR WASH, INC.

INDEX

<TABLE>
<CAPTION>
Article Page
- ------- ----
<S> <C> <C>
I OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

II SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.01 Location of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.02 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.03 List of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.04 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.05 Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.06 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.07 Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.08 Voting of Shares in Matters other than Election of Directors . . . . . . . . . . . . . . . . . . . . . 2
2.09 Voting in the Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.11 Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.12 Voting of Shares of Certain Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.13 Record Dates for Actions other than by Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.14 Record Dates for Consents to Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

III DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.01 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.02 Number and Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.03 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.04 Elections to Fill Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.05 Location of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.06 First Meeting of Newly Elected Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.07 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.08 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.09 Quorum of and Action by Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.10 Interested Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.11 Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.12 Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.13 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C> <C>
IV NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.01 Content and Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.02 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.03 Attendance Construed as Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

V OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.01 Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.02 Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.03 Other Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.04 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.05 Term of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.06 Employment and Other Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.07 Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.08 President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.09 Added Powers of the Chairman of the Board and the President . . . . . . . . . . . . . . . . . . . . 10
5.10 Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.11 Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.12 Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.13 Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.14 Treasurer's Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.15 Assistant Treasurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

VI CERTIFICATES REPRESENTING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.01 Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.02 Facsimile Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.03 Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.04 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.05 Registered Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

VII GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.01 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.02 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.03 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.04 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.05 Financial Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.06 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.07 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.08 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.09 Inspection of Records by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.10 Corporate Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.11 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.12 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

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<PAGE> 4
<TABLE>
<S> <C> <C>
7.13 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.14 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.15 Amendment by Shareholders or Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.16 Power to Amend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.17 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.18 Relation to Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

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<PAGE> 5
AMENDED AND RESTATED
BYLAWS
OF
OASIS CAR WASH, INC.

ARTICLE I
OFFICES

1.01 REGISTERED OFFICE. The registered office shall be
located in Dallas, Texas.

1.02 OTHER OFFICES. The corporation may also have
offices, including its principal place of business, at such other places
located within or without the State of Texas as the Board of Directors (the
"Board") may from time to time determine, or as the business of the corporation
may require.

ARTICLE II
SHAREHOLDERS

2.01 LOCATION OF MEETINGS. Meetings of shareholders shall
be held in the County of Dallas, State of Texas, or at any other location
within or without the State which may be specified in the notice of the meeting
or in a duly executed waiver thereof. Meetings of shareholders may be held by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called or convened.

2.02 ANNUAL MEETINGS. Commencing in the year 1998, an
annual meeting of shareholders shall be held at a date and time determined by
appropriate resolution of the Board. The date and time of the annual meeting
of shareholders may be changed by appropriate resolutions of the Board to a
time within sixty (60) days before or following the date first determined by
the Board. At this meeting, the shareholders shall elect a Board, and may
transact other business properly brought before the meeting.

2.03 LIST OF SHAREHOLDERS. At least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at said meeting arranged in alphabetical order, with the address of each
and the number of voting shares held by each, shall be prepared by the officer
or agent having charge of the share transfer records. This list shall be kept
on file at the registered office or principal place of business of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours for a period of ten (10) days prior to such
meeting. This list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting.

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<PAGE> 6
2.04 SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the President, the Board, the Chairman of the
Board, if one is appointed, or the holders of not less than one-tenth (1/10th)
of all shares entitled to vote at such meetings.

2.05 NOTICE OF MEETINGS. A written or printed notice
stating the place, day and hour of any meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary or the officer or person calling the meeting, to each
shareholder of record entitled to vote at the meeting. If mailed, notice shall
be deemed to be delivered when deposited, postage prepaid, in the United States
mail, addressed to the shareholder at his address as it appears on the share
transfer records of the corporation.

2.06 QUORUM. The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at meetings of shareholders except as otherwise provided by statute or by the
Articles of Incorporation. If, however, a quorum shall not be present or
represented at any meeting of the shareholders, the shareholders present in
person or represented by proxy shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be represented. At any adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

2.07 CONDUCT OF BUSINESS. If a quorum is present at a
meeting of shareholders, the shareholders represented in person or by proxy at
the meeting may conduct such business as may be properly brought before the
meeting until it is adjourned, and the subsequent withdrawal from the meeting
of any shareholder or the refusal of any shareholder represented in person or
by proxy to vote shall not affect the presence of a quorum at the meeting.
Unless otherwise provided in the Articles of Incorporation or elsewhere in
these Bylaws, the shareholders represented in person or by proxy at a meeting
of shareholders at which a quorum is not present may adjourn the meeting until
such time and to such place as may be determined by a vote of the holders of a
majority of the shares represented in person or by proxy at that meeting.

2.08 VOTING OF SHARES IN MATTERS OTHER THAN ELECTION OF
DIRECTORS. Each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of the shareholders,
except to the extent that the voting rights of the shares of any class shall be
limited or denied by the Articles of Incorporation and except as otherwise
provided by statute. With respect to any matter, other than the election of
directors or a matter for which the affirmative vote of the holders of a
specified portion of the shares entitled to vote is required by law, the
affirmative vote of the holders of a majority of the shares entitled to vote on
that matter and represented in person or by proxy at a meeting of shareholders
at which a quorum is present shall be the act of the shareholders, unless
otherwise provided in the Articles of Incorporation or these Bylaws.

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<PAGE> 7
2.09 VOTING IN THE ELECTION OF DIRECTORS. At each
election for directors, every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are directors to be elected, and for whose
election he has a right to vote.

2.10 PROXIES. A shareholder may vote either in person or
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. A telegram, telex, cablegram or other similar transmission
by a shareholder, or a photographic, photostatic, facsimile, or similar
reproduction of a writing executed by a shareholder shall be treated as an
execution in writing for the purposes of this paragraph. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. Each proxy shall be revocable unless expressly provided
therein to be irrevocable and unless otherwise made irrevocable by law. Each
proxy shall be filed with the Secretary of the corporation prior to, or at the
time of, the meeting.

2.11 ACTION WITHOUT MEETING. If permitted by the Articles
of Incorporation, any action required by statute to be taken at any annual or
special meeting of shareholders, or any action which may be taken at any annual
or special meeting of shareholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders or shares
having not less than the minimum number of votes that would be necessary to
take such action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted. If this manner of consent is not
permitted by the Articles of Incorporation, the Consent of all shareholders is
required.

Every written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective to
take the action that is the subject of the consent unless, within sixty (60)
days after the date of the earliest dated consent delivered to the corporation,
a consent or consents signed by the holder or holders of shares having not less
than the minimum number of votes that would be necessary to take the action
that is the subject of the consent are delivered to the corporation by delivery
to its registered office, its principal place of business, or an officer or
agent of the corporation having custody of the books in which proceedings of
meetings of shareholders are recorded. Delivery shall be by hand or certified
or registered mail, return receipt requested. Delivery to the corporation's
principal place of business shall be addressed to the president or principal
executive office of the corporation. A telegram, telex, cablegram, or similar
mission by a shareholder, or a photographic, photostatic, facsimile, or similar
reproduction of a writing signed by a shareholder, shall be regarded as signed
by the shareholder and delivered by hand.

Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action.

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<PAGE> 8
2.12 VOTING OF SHARES OF CERTAIN HOLDERS.

(a) Shares standing in the name of another
corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may authorize, or in the
absence of such authorization, as the board of directors of
such corporation may determine.

(b) Shares held by an administrator, executor,
guardian or conservator may be voted by him so long as such
shares are in the possession and forming a part of the estate
being served by him, either in person or by proxy, without a
transfer of the shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of the shares into his name as trustee.

(c) Shares standing in the name of a receiver may
be voted by the receiver, and shares held by or under the
control of a receiver may be voted by him without the transfer
thereof into his name if authority to do so is contained in an
appropriate order of the court by which he was appointed.

(d) A shareholder whose shares are pledged shall
be entitled to vote such shares until they have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the transferred shares.

(e) Treasury shares, shares of its own stock
owned by another corporation, the majority of the voting stock
of which is owned or controlled by it, and shares of its own
stock held by the corporation in a fiduciary capacity shall
not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of
outstanding shares at any given time.

2.13 RECORD DATES FOR ACTIONS OTHER THAN BY CONSENT. For
the purpose of determining shareholders entitled to notice of, or to vote at,
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose (other than determining shareholders entitled to
consent to any action by shareholders proposed to be taken without a meeting),
the Board may provide that the share transfer records shall be closed for a
stated period not to exceed sixty (60) days. If the share transfer records are
closed for the purpose of determining shareholders entitled to notice of, or to
vote at, a meeting of shareholders, the records shall be closed for at least
ten (10) days immediately preceding the meeting.

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<PAGE> 9
In lieu of closing the share transfer records, the Board may fix in
advance as the record date for determination of shareholders, a date in any
case to be not more than sixty (60) days and, in the case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring the determination of shareholders is to be taken.

If the share transfer records are not closed and no record date is
fixed for the determination of shareholders entitled to notice of, or to vote
at, a meeting of shareholders, or entitled to receive a distribution (other
than a distribution involving a purchase or redemption by the corporation of
any of its own shares) or a share dividend, the date on which notice of the
meeting is mailed and the date on which the resolution of the Board declaring
such distribution or share dividend is adopted, as the case may be, shall be
the record date for determination of shareholders.

When a determination of shareholders entitled to vote at any meeting
of shareholders has been made, as provided in this section, such determination
shall apply to any adjournment thereof, except where the determination has been
made through the closing of the share transfer records and the stated period of
closing has expired.

2.14 RECORD DATES FOR CONSENTS TO ACTION. Unless a record
date shall have previously been fixed or determined pursuant to this Article
II, whenever any action by shareholders is proposed to be taken by consent in
writing without a meeting of shareholders, the Board may fix a record date for
the purpose of determining shareholders entitled to consent to that action,
which record date shall not precede, and shall not be more than ten (10) days
after, the date upon which the resolution fixing the record date is adopted by
the Board. If no record date has been fixed by the Board and the prior action
of the Board is not required by this Act, the record date for determining
shareholders entitled to consent to an action in writing without a meeting
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by
delivery to its registered office, its principal place of business, or an
officer or agent of the corporation having custody of the books in which
proceedings of meetings of shareholders are recorded. Delivery shall be by
hand or by certified or registered mail, return receipt requested. Delivery to
the corporation's principal place of business shall be addressed to the
president or the principal executive officer of the corporation. If no record
date shall have been fixed by the Board and prior action of the Board is
required by this Act, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be at the close of
business on the date on which the Board adopts a resolution taking such prior
action.

ARTICLE III
DIRECTORS

3.01 POWERS. The powers of the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under, the direction of its Board, except that the
Board may not do any acts or things which are required by statute, the Articles
of Incorporation or these Bylaws to be exercised or done by the shareholders.

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<PAGE> 10
3.02 NUMBER AND ELECTION. The number of directors
constituting the initial Board of the corporation shall be as set forth in the
Articles of Incorporation. However, such number may be changed by the Board
from time to time by appropriate resolution of the Board. In no event shall
there ever be less than one member of the Board. The directors shall be
elected at the annual meeting of the shareholders, except as provided in
Section 3.04, and each director elected shall hold office until the next annual
election of directors and until his successor shall have been elected or
appointed and qualified, his resignation, his removal from office by the
shareholders or his death. Directors need not be residents of the State of
Texas or shareholders of the corporation.

3.03 REMOVAL. Any director may be removed, with or
without cause, by the affirmative vote of the holders of at least a majority of
the shares represented at any shareholders' meeting at which a quorum is
present, provided that the proposed removal is stated in the notice of the
meeting.

3.04 ELECTIONS TO FILL VACANCIES. Any vacancy occurring
on the Board may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. Any directorship to be filled
by reason of an increase in the number of directors may be filled by election
at an annual or special meeting of shareholders called for that purpose, or may
be filled by the Board for a term of office continuing only until the election
of one or more directors by the shareholders; provided, however, that the Board
may not fill more than two (2) such directorships during the period between any
two successive annual meetings of the shareholders.

3.05 LOCATION OF MEETINGS. Regular or special meetings of
the Board may be held either within or without the County of Dallas or the
State of Texas. Members of the Board or of committees thereof may participate
in and hold a meeting of the Board or committee thereof by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

3.06 FIRST MEETING OF NEWLY ELECTED BOARD. The first
meeting of each newly elected Board shall be held at such time and place
directly following the annual meeting of the shareholders or as shall be fixed
by the vote of the shareholders at their annual meeting, and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided that a quorum shall be present. In the event
such meeting is not held after the annual meeting of the shareholders or in the
event of a failure of the shareholders to fix the time and place of the first
meeting of the newly elected Board; or in the event the meeting is not held at
the time and place so fixed by the shareholders, such meeting may be held at
the time and place specified in a notice given as provided for special meetings
of the Board, or as specified in a written waiver signed by all of the
directors.

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<PAGE> 11
3.07 REGULAR MEETINGS. Regular meetings of the Board may
be held without notice at such times and places as shall, from time to time, be
determined by the Board.

3.08 SPECIAL MEETINGS. Special meetings of the Board may
be called by the Chairman of the Board or the President, and shall be called by
the Secretary on the written request of any two (2) directors. Notice of
special meetings of the Board may be given personally, in writing or by
telegram, and shall be given to each director at least three (3) days before
the date of the meeting. Notice shall be given by the person calling the
meeting or by the Secretary. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in
any notice or waiver of notice, except as may otherwise be expressly provided
by statute, the Articles of Incorporation, or these Bylaws.

3.09 QUORUM OF AND ACTION BY DIRECTORS. A majority of the
directors shall constitute a quorum for the transaction of business, and the
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board, unless a greater number is required by
statute, the Articles of Incorporation or these Bylaws. If a quorum shall not
be present at any meeting of the Board, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
thereof at the meeting, until a quorum shall be present.

3.10 INTERESTED DIRECTORS. No contract or transaction
between the corporation and one or more of its Directors or officers, or
between the corporation and any other corporation, partnership, association or
other organization in which one or more of the corporation's Directors or
officers are Directors or officers or have a financial interest, will be void
or voidable solely for this reason, solely because the Director or officer is
present at or participates in the meeting of the Board or committee thereof
that authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (i) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum, (ii) the material facts as to his relationship
or interest and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders or (iii) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified by the Board, a committee thereof or the
shareholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee that
authorizes the contract or transaction.

3.11 COMMITTEES OF THE BOARD. The Board, by resolution
adopted by a majority of the full Board, may designate from among its members
one or more committees, each of which shall be comprised of one or more of its
members, and may designate one or more of its members as alternate members of
any committee, who may, subject to any limitation imposed by the Board, replace
absent or disqualified members at any meeting of that committee. Any such
committee, to the extent provided in such resolution, the Articles of
Incorporation or these Bylaws, and as otherwise limited by statute, shall have
and may exercise all of the authority and perform such functions as may be
provided

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<PAGE> 12
in such resolution; PROVIDED, HOWEVER, that unless the resolution designating a
particular committee expressly so provides, no committee of the Board shall
have the authority to authorize a distribution or to authorize the issuance of
shares of the corporation. The designation of a committee of the Board and the
delegation thereto of authority shall not operate to relieve the Board, or any
member thereof, of any responsibility imposed by law. Such committee or
committees will have such name or names as may be designated by the Board and
will keep regular minutes of their proceedings and report the same to the Board
when required.

3.12 ACTION WITHOUT MEETING. Any action that may be taken
by the executive committee, if any, or the Board at a meeting may be taken
without a meeting if a consent in writing setting forth the actions so taken
shall be signed by all of the members of the executive committee or all of the
directors.

3.13 COMPENSATION. Directors, as such, shall not receive
any salary for their services, but, by resolution of the Board may receive a
fixed sum and necessary expenses of attendance of each regular or special
meeting of the Board. Members of the executive committee, by resolution of the
Board, may be allowed like compensation for attending committee meetings.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

ARTICLE IV
NOTICES

4.01 CONTENT AND METHOD. Notices to directors and
shareholders shall be in writing unless otherwise provided in these Bylaws,
shall specify the time and place of the meeting, and shall be delivered
personally or mailed to the directors or shareholders at their addresses
appearing on the books of the corporation. Notice by mail shall be deemed
given at the time when the notice is placed in the United States mail, postage
prepaid. Notice to directors may also be given by telegram.

4.02 WAIVER OF NOTICE. Whenever any notice is required to
be given to any shareholder or director under the provisions of applicable
statutes, the Articles of Incorporation or these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of
notice.

4.03 ATTENDANCE CONSTRUED AS WAIVER OF NOTICE. Attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

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<PAGE> 13
ARTICLE V
OFFICERS

5.01 TITLES. The officers of the corporation shall
consist of a President and a Secretary and, in the discretion of the Board,
such other officers as are contemplated by Section 5.03 hereof, each of whom
shall be elected by the Board. Any two or more offices may be held by the same
person.

5.02 ELECTION. The Board, at its first meeting after each
annual meeting of shareholders, shall elect a President and a Secretary, and
may elect one or more Vice Presidents and a Treasurer, none of whom needs to be
a member of the Board, and may appoint a member of the Board as its Chairman.

5.03 OTHER OFFICERS. Such other officers and assistant
officers and agents as may be deemed necessary may be elected or appointed by
the Board.

5.04 COMPENSATION. The compensation of all officers and
agents of the corporation will be fixed by the Board or any committee thereof,
if so authorized by the Board.

5.05 TERM OF OFFICE. Each officer shall hold office until
his successor is chosen and qualifies, or until his death or removal or
resignation from office, whichever occurs first. Any officer, agent or member
of any committee of the Board elected or appointed by the Board may be removed
by a majority vote of the entire Board whenever in its judgment the best
interests of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Any vacancy occurring in an office for any reason may be filled by the Board.

5.06 EMPLOYMENT AND OTHER CONTRACTS. The Board may
authorize any officer or officers or agent or agents to enter into any contract
or execute and deliver any instrument in the name or on behalf of the
corporation, and such authority may be general or confined to specific
instances. The Board, when it believes the interest of the corporation will
best be served thereby, authorize executive employment contracts that will have
terms no longer than ten years and contain such other terms and conditions as
the Board deems appropriate. Nothing herein will limit the authority of the
Board to authorize employment contracts for shorter terms.

5.07 CHAIRMAN OF THE BOARD. In the event that a Chairman
of the Board is appointed, the Chairman shall preside over all meetings of the
shareholders and of the Board. He shall see that all orders and resolutions of
the Board are carried into effect. The Chairman shall have such other powers
and duties as usually pertain to such office or as may be assigned to him from
time to time by the Board. Except where by law the signature of the President
is required, the Chairman will have the same power as the President to sign all
certificates, contracts and other instruments of the corporation. During the
absence or disability of the President, the Chairman will exercise the powers
and perform the duties of the President.

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5.08 PRESIDENT. If a Chairman of the Board is not
designated as provided in Section 5.07 hereof, the President shall be the chief
executive officer of the corporation and shall have such powers and duties as
usually pertain to that office, except as the same may be modified by the
Board. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the shareholders and, if the President is also a
member of the Board, at all meetings of the directors. Unless the Board shall
otherwise direct, the President shall have general and active management
responsibility for the business of the corporation.

5.09 ADDED POWERS OF THE CHAIRMAN OF THE BOARD AND THE
PRESIDENT. The President, and the Chairman of the Board, shall execute, with
the Secretary or any other officer so authorized by the Board, certificates for
shares of the corporation, and any deeds, notes, mortgages, bonds, contracts or
other instruments that the Board has authorized for execution, except when the
signing and execution thereof shall be expressly delegated by the Board or by
these Bylaws to some other officer or agent or shall be required by law to be
otherwise signed or executed.

5.10 VICE PRESIDENTS. In the event that the Board shall
provide for one or more Vice Presidents, then each of the Vice Presidents, in
the order of his seniority, unless otherwise determined by the Board, shall in
the absence or disability of the President, serve in the capacity of the
President and perform the duties and exercise the powers of the President.
Each Vice President shall perform such other duties and have such other powers
as the Board shall from time to time prescribe.

5.11 SECRETARY. The Secretary shall:

(a) attend all meetings of the Board and of the
shareholders, and shall record all votes and keep the minutes
of all such proceedings in one or more books kept for that
purpose;

(b) perform like services for the committees of
the Board, if any;

(d) keep in safe custody the seal of the
corporation, and when authorized by the Board, affix the same
to any instrument requiring it and when so affixed, it shall
be attested by the Secretary's signature, or by the signature
of the Treasurer, if any, or any Assistant Secretary or
Assistant Treasurer; and

(e) perform all duties incidental to the office
of Secretary and such other duties as, from time to time, may
be assigned to the Secretary by the President or Board, under
whose supervision the Secretary shall function.

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<PAGE> 15
5.12 ASSISTANT SECRETARIES. Each Assistant Secretary, if
any, in the order of his seniority, unless otherwise determined by the Board,
in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary, and shall perform such other duties and
have such other powers as the Board may, from time to time, prescribe.

5.13 TREASURER. The Treasurer or such other officer as
designated by the Board shall:

(a) have custody of the corporate funds and
securities;

(b) keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation;

(c) deposit all money and other valuable effects
in the name and to the credit of the corporation in such
depositories as may be designated by the Board;

(d) disburse such funds of the corporation as may
be ordered by the Board, taking proper vouchers for all
disbursements;

(e) render to the Board at the regular meetings
of the Board, or whenever the Board may require, an account of
all transactions entered into under this Section 5.13 and of
the financial condition of the corporation; and

(f) perform all such other duties as, from time
to time, may be assigned to him by the Board.

5.14 TREASURER'S BOND. If required by the Board, the
Treasurer or such other officer as designated by the Board to perform the
duties enumerated in Section 5.13 above shall give the corporation a bond in
such sum and with such surety or sureties as shall be satisfactory to the Board
for the faithful performance of the duties of his office, and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.

5.15 ASSISTANT TREASURERS. Each Assistant Treasurer, if
any, in the order of his seniority unless otherwise determined by the Board, in
the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer, and shall perform such other duties and
have such other powers as the Board may, from time to time, prescribe.

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<PAGE> 16
ARTICLE VI
CERTIFICATES REPRESENTING SHARES

6.01 DESCRIPTION. The corporation shall deliver
certificates representing all shares to which shareholders are entitled.
Certificates shall be signed by the President and the Secretary, or in the
absence of the President and/or Secretary, a Vice President and/or Assistant
Secretary if such offices have been appointed or elected by the Board and may
be sealed with the seal of the corporation or a facsimile thereof if a
corporate seal is adopted. Failure to affix the corporate seal, if one is
adopted, shall not invalidate a share certificate. No certificate shall be
issued for any share until the consideration therefor has been fully paid.
Each certificate shall be consecutively numbered and shall be entered in the
books of the corporation as issued. Each certificate representing shares shall
state upon the face thereof that the corporation is organized under the laws of
the State of Texas, the name of the person to whom issued, the number and class
of shares and the designation of the series, if any, which such certificate
represents, and the par value of each share or a statement that the shares are
without par value, and shall further contain on the face or back of the
certificate a statement of all additional information required by statute to be
set forth.

6.02 FACSIMILE SIGNATURES. The signatures of the
President and the Secretary upon a certificate may be facsimiles. In the event
that an officer who has signed or whose facsimile signature has been placed
upon a certificate shall cease to be such officer before the certificate is
issued, the certificate may be issued with the same effect as if he were such
officer at the date of the issuance.

6.03 LOST CERTIFICATES. The Board may direct new
certificate(s) to be issued in place of any certificate(s) previously issued
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate(s) to be lost or destroyed. When
authorizing such issuance of new certificate(s), the Board may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of the lost or destroyed certificate(s), or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum and form and with such sureties as it may direct
as an indemnity against any loss occasioned by or any claim that may be made
against the corporation with respect to the certificate(s) alleged to have been
lost or destroyed. When a certificate has been lost, apparently destroyed or
wrongfully taken, and the holder of record fails to notify the corporation
within a reasonable time after such holder has notice of it, and the
corporation registers a transfer of the shares represented by the certificate
before receiving such notification, the holder of record is precluded from
making any claim against the corporation for the transfer of a new certificate.

6.04 TRANSFER OF SHARES. Shares shall be transferable
only on the share transfer records of the corporation by the holder thereof in
person or by his duly authorized attorney-in-fact. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

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<PAGE> 17
6.05 REGISTERED OWNER. Subject to the provisions of any
applicable shareholders' agreement, the corporation may regard the person in
whose name any shares issued are registered in the share transfer records of
the corporation at any particular time as the owner of those shares at that
time for purposes of (1) voting those shares, (2) receiving distributions
thereon or notices in respect thereof, (3) transferring those shares, (4)
exercising rights of dissent with respect to those shares, (5) exercising or
waiving any preemptive right with respect to those shares, (6) entering into
agreements with respect to those shares in accordance with Article 2.22 or 2.30
of the Texas Business Corporation Ac or (7) giving proxies with respect to
those shares. Neither the corporation nor any of its officers, directors,
employees, or agents shall be liable for regarding that person as the owner of
those shares at that time for these purposes, regardless of whether that person
does not possess a certificate for those shares.

ARTICLE VII
GENERAL PROVISIONS

7.01 DISTRIBUTIONS. Subject to any restrictions imposed
by law or by the Articles of Incorporation, the Board may declare and the
corporation may make distributions on its outstanding shares in cash, property
or its own shares.

7.02 CONTRACTS. The Board may authorize any officer or
officers, agent or agents, to enter into any contract or to execute and deliver
any instrument in the name, and on behalf of, the corporation. This authority
may be general or confined to specific instances.

7.03 LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board or any executive committee. This
authority may be general or confined to specific instances.

7.04 RESERVES. The Board by resolution may create a
reserve or reserves out of earned surplus for any purpose or purposes, and may
abolish any such reserve in the same manner. Surplus of the corporation to the
extent so reserved will not be available for the payment of dividends or other
distributions by the corporation.

7.05 FINANCIAL REPORTS. When requested by the holders of
at least one-third of the outstanding shares of the corporation, the Board must
present written reports concerning the condition and business of the
corporation.

7.06 SIGNATURES. All checks or demands for money and
notes of the corporation shall be signed by such officer or officers or other
person or persons as the Board may, from time to time, designate.

7.07 FISCAL YEAR. The fiscal year of the corporation shall
be fixed by resolution of the Board.

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<PAGE> 18
7.08 BOOKS AND RECORDS. The corporation shall keep books
and records of account and shall keep minutes of the proceedings of the
shareholders, the Board, and each committee of the Board. A record of the
original issuance of shares issued by the corporation and a record of each
transfer of those shares that have been presented to the corporation for
registration of transfer shall be kept at the registered office or principal
place of business, or at the office of the transfer agent or registrar, as
appropriate. Such records shall contain the names and addresses of all past
and current shareholders and the number and class of shares issued by the
corporation held by each of them. The books, records, minutes, and share
transfer records may be in written form or in any other form capable of being
converted into written form within a reasonable time. The office of the
corporation's transfer agent or registrar may be located outside the State of
Texas.

7.09 INSPECTION OF RECORDS BY SHAREHOLDERS. Any person
who shall have been a shareholder for at least six (6) months immediately
preceding his demand, or shall be the holder of at least five percent (5%) of
all the outstanding shares of a corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent,
accountant, or attorney, at any reasonable time or times, for any proper
purpose, its relevant books and records of account, minutes, and share transfer
records, and to make extracts therefrom. A holder a beneficial interest in a
voting trust entered into pursuant to Article 2.30 of the Texas Business
Corporation Act shall be regarded as a holder of the shares represented by such
beneficial interest for the purposes of this Section 7.09.

7.10 CORPORATE SEAL. If a corporate seal is adopted, it
shall have inscribed thereon the name of the corporation and shall be in the
form determined by the Board. The seal may be used by causing it, or a
facsimile thereof, to be impressed, affixed or in any other manner reproduced.

7.11 FISCAL YEAR. The fiscal year of the corporation will
be fixed by resolution of the Board.

7.12 INDEMNIFICATION. The corporation will indemnify its
directors to the fullest extent permitted by the Texas Business Corporation Act
and may, if and to the extent authorized by the Board, so indemnify its
officers and any other person whom it has the power to indemnify against
liability, reasonable expense or other matter whatsoever.

7.13 INSURANCE. The corporation may at the discretion of
the Board purchase and maintain insurance on behalf of the corporation and any
person whom it has the power to indemnify pursuant to law, the Articles of
Incorporation, these Bylaws or otherwise.

7.14 RESIGNATION. Any director, officer or agent may
resign by giving written notice to the President or the Secretary. Such
resignation will take effect at the time specified therein or immediately if no
time is specified therein. Unless otherwise specified therein, the acceptance
of such resignation will not be necessary to make it effective.

7.15 AMENDMENT BY SHAREHOLDERS OR DIRECTORS. Unless
otherwise provided in the Articles of Incorporation, these Bylaws may be
altered, amended or repealed, and new Bylaws may be

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<PAGE> 19
adopted by the affirmative vote of a majority of either the Board or the
holders of a majority of the shares entitled to vote, present at any meeting at
which a quorum of each respective body is present, provided that notice of the
proposed alteration, amendment, repeal or adoption shall be contained in the
notice of the meeting.

7.16 POWER TO AMEND. This power to alter, amend or repeal
the Bylaws, and to adopt new Bylaws, may be modified or divested by action of
the holders of a majority of the shares entitled to vote taken at any regular
or special meeting of the shareholders.

7.17 INVALID PROVISIONS. If any part of these Bylaws is
held invalid or inoperative for any reason, the remaining parts, so far as
possible and reasonable, will be valid and operative.

7.18 RELATION TO ARTICLES OF INCORPORATION. These Bylaws
are subject to, and governed by, the Articles of Incorporation.

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<PAGE> 1
EXHIBIT 21.1

SUBSIDIARIES OF THE COMPANY

None.

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form SB-2 of
Oasis Car Wash, Inc. (the "Company") of our report dated January 20, 1998, on
the balance sheets of the Company as of December 31, 1996 and September 30,
1997, and the related statements of operations, owners' equity and cash flows
for the year ended December 31, 1996 and the nine months ended September 30,
1997. We also consent to the reference to our Firm under the caption "Experts"
in the Prospectus which is part of the Registration Statement.

KILLMAN, MURRELL & COMPANY, P.C.

Certified Public Accountants

Dallas, Texas
February 11, 1998

<PAGE> 1
EXHIBIT 23.3

CONSENT OF CERTIFIED INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form SB-2 of
Oasis Car Wash, Inc. (the "Company") of our report dated July 20, 1995, on the
balance sheet of Mitchell-Blakewell, Inc. dba Oasis Car Wash (Predecessor
Business) as of June 30, 1995, and the related statements of income, retained
earnings and cash flows for the year ended June 30, 1995. We also consent to
the reference to our Firm under the caption "Experts" in the Prospectus which
is part of the Registration Statement.

MILBERN RAY and COMPANY

Certified Public Accountants

Euless, Texas
February 11, 1998