No title

 Exhibit 10.161

Price Legacy keeps the proceeds of the sale of the first 200,000 shares of MACE.
Price Legacy keeps title to the remaining  1,675,000 shares; the restrictions on
sale are lifted by MACE as sales are made and as proceeds are paid to MACE;  and
as Price Legacy  proceeds to sell these shares it splits net proceeds 50:50 with
MACE.  At any time so long as any of these shares remain unsold MACE can ask for
1/2 of these  shares  from  Price  Legacy  and at such  time  MACE will lift the
restrictions on the shares remaining with Price Legacy.

Agreed:                                     Agreed:
-------                                     -------

/s/ Jack McGrory                            /s/ Louis D. Paolino, Jr.
----------------                            -------------------------
Jack McGrory                                Louis D. Paolino, Jr.
CEO                                         C.E.O
PriceLegacy                                 Mace Security International, Inc. 

Basic Info X:

Name: No title
Date: May 5, 2004
State: Delaware

Other info: