PROMISSORY
      NOTE

    (Mortgage
      Loan)

    


    


    


    

      
        	
                $6,035,000.00

              	
                Framingham,
                  Massachusetts 

              
	 	
                February
                  ____, 2006

              


      



    


    FOR
      VALUE
      RECEIVED,
      BAY STATE REALTY HOLDINGS, INC.,
      a
      Massachusetts corporation ("Borrower"), whose address is 1309 South Main Street,
      Waterbury, CT 06706 promises to pay to FORD
      MOTOR CREDIT COMPANY,
      a
      Delaware corporation ("Lender"), or order, at 2nd
      Floor
      Southboro Place, 352 Turnpike Road, Southboro, Massachusetts 01772, or such
      other place as Lender may designate in writing, the principal sum of SIX MILLION
      THIRTY FIVE THOUSAND DOLLARS ($6,035,000.00), together with interest on the
      principal balance outstanding from time to time (the "Principal Balance"),
      in
      accordance with the terms and conditions of this Promissory Note (this
      "Note"):

    


    1.    Definitions.
      Unless
      otherwise specifically defined herein, the capitalized terms used herein shall
      have meanings set forth in the Mortgage (as defined below). The following terms
      shall have the meanings set forth below: 

    


    (a)   The
      term
      "Alternative Applicable Interest Rate" means the interest rate of three percent
      (3%) per annum over the Applicable Interest Rate. 

    


    (b)   The
      term
      "Anniversary Date" means the same month and day as the first Payment Date
      occurring in subsequent calendar years.

    


    (c)   The
      term
      "Applicable Interest Rate" means the interest rate of 2.75% per annum above
      the
      LIBOR Rate in effect from time to time. 

     

    (d)   The
      term
      "LIBOR Rate" means a rate calculated on the last day of each calendar month
      equal to the arithmetic average of the London Interbank Offered Rates (LIBOR)
      (expressed as a percentage per annum and rounded upward, if necessary, to the
      next nearest one thousandth of 1%) for deposits in U.S. dollars, for a one-month
      period, that are quoted
      each Monday for the preceding Friday during that calendar month under the "Money
      Rates Column" of the Wall
      Street Journal,
      or as
      published in such other publications as Lender may designate. In the event
      such
      rate is not quoted on Monday for the previous Friday, the rate quoted on the
      first business day of the week for the last business day of the previous week
      shall be utilized. 

    


    (e)   The
      term
      "Maturity Date" means the Payment Date 5 years after the first Payment Date.
      

    


    (f)   The
      term
      "Mortgage" means the Mortgage, Assignment of Leases and Rents, Security
      Agreement and Fixture Filing dated as of even date with this Note from Borrower
      to Lender, covering the real and personal property described therein situated
      in
      Middlesex County, Massachusetts.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


    (g)    The
      term
      "Payment Date" shall mean the first day of each month during the term or until
      the Loan is paid in full.

    


    2.     
      Interest.
      (a)
      Borrower shall pay interest on the Principal Balance at the Applicable Interest
      Rate or the Alternative Applicable Interest Rate, as the case may be, as set
      forth below. Interest will be calculated on the basis of a 360-day year. For
      purposes of computing interest on the Principal Balance, the Applicable Interest
      Rate or Alternative Applicable Interest Rate, as the case may be, shall change
      on the first day of each month during the term hereof, following any month
      in
      which there is a change in the LIBOR Rate. The Applicable Interest Rate or
      Alternative Applicable Interest Rate, as the case may be, in effect on the
      first
      day of a month shall be deemed to be in effect throughout such month. Each
      payment shall be applied first to interest, and the balance to reduction of
      the
      Principal Balance and all other amounts due under the Transaction
      Documents.

    


    (b)    Time
      is
      of the essence hereof. If the Principal Balance, interest or other sum due
      hereunder is not paid within ten (10) days of when due, Borrower shall pay
      to
      Lender a late charge payment equal to five percent (5%) of the amount of such
      installment or the maximum rate permitted by law, whichever is less. Borrower
      shall pay interest on the outstanding Principal Balance at the Alternative
      Applicable Interest Rate (1) upon the occurrence of an Event of Default under
      the Transaction Documents and thereafter until such Event of Default is cured,
      or (2) upon the failure by Borrower to pay the final payment in full under
      this
      Note on the Maturity Date even though Lender does not declare an Event of
      Default, or (3) upon the termination by Lessee of its line of credit with Lender
      for financing Lessee's new motor vehicle inventory.

    


    (c)    Notwithstanding
      any provision of the Transaction Documents, the total liability of Borrower
      under this Note for Interest Payments shall not exceed the Legal Rate. In the
      event the Interest Payments for any month or other interest payment period
      exceed the Legal Rate, Lender shall apply all Interest Payments collected in
      excess of the Legal Rate for the period in question to the outstanding Principal
      Balance as of the date of receipt. Further, upon notice to Borrower, Lender
      may
      waive, reduce or limit the collection of any Interest Payments in excess of
      the
      Legal Rate.

     

    3.    
Amortization
      and Repayment.
      (a)
      From the date hereof to and including the Maturity Date, Borrower shall pay
      Lender the Principal Balance and interest thereon as follows: 

    


    (1)   an
      interest only payment at the Applicable Interest Rate or Alternative Applicable
      Interest Rate, as the case may be, on the unpaid Principal Balance outstanding
      from the date hereof through the last day of the first month of the term hereof,
      payable on the first Payment Date; and 

    


    (2)   59
      unequal, consecutive monthly installments of principal in the amounts set forth
      on Schedule A attached hereto, plus interest at the Applicable Interest Rate
      or
      the Alternative Applicable Interest Rate, as the case may be, on the unpaid
      Principal Balance outstanding, commencing on the second Payment Date, and
      continuing monthly thereafter on each Payment Date; and 

     


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    


    (3)   on
      the
      Maturity Date, a final installment equal to the unpaid Principal Balance,
      accrued and unpaid interest thereon and any and all other payments due under
      this Note and the Transaction Documents. 

    


    (b)   Borrower
      may prepay all or a portion of the Principal Balance upon payment of all
      interest accrued on the outstanding Principal Balance through the day of
      prepayment and all other charges, and a prepayment premium equal to the
      Principal Balance then being prepaid, multiplied by 
      (1)
      3.0%, if such prepayment is made on or before the first Anniversary Date, (2)
      2.0%, if such prepayment is made after the first Anniversary Date, but on or
      before the fourth Anniversary Date, or (3) 1.0%, if such prepayment is made
      after the fourth Anniversary Date, but more than 15 days prior to the Maturity
      Date; provided, however, that Borrower may prepay without premium up to 5.0%
      of
      the original principal amount of this Note during any calendar year. Provided
      that no Event of Default has occurred and is continuing, Borrower will not
      be
      responsible for a prepayment premium if the prepayment of the Principal Balance
      is the result of a Casualty, Condemnation or Taking of the Property. Borrower
      will be responsible for the applicable prepayment premium if the Principal
      Balance is prepaid in whole or in part as a result of an acceleration of the
      Principal Balance upon the occurrence of any Event of Default. Borrower shall
      make all prepayments of the Principal Balance on a Payment Date. Lender shall
      apply all prepayments first to interest and then to principal. 

    


    4.    Security.
      This
      Note is secured by the Mortgage and the other Transaction Documents, which
      state
      the rights and obligations of the parties to the Property and other collateral
      and provides for acceleration of the Principal Balance and other remedies upon
      the occurrence of an Event of Default. The terms and conditions of the Mortgage
      and all other Transaction Documents, other than this Note, are incorporated
      herein by reference. 

    


    5.    Assignment
      and Participation.
      

    


    (a)   Without
      in any way limiting any rights of Lender under the Mortgage or the other
      Transaction Documents, Lender may, without the consent of Borrower, assign
      to
      one or more persons all or a portion of its rights and obligations under this
      Note and the Loan. Upon such assignment, from and after the effective date
      thereof, the assignee thereunder shall be a party hereto and shall have the
      rights and obligations of Lender hereunder, and Lender shall have no further
      obligations or rights hereunder.

    


    (b)   Without
      in any way limiting any rights of Lender under the Mortgage or the other
      Transaction Documents, Lender may, without the consent of Borrower, sell
      participations to one or more persons in or to all or a portion of its rights
      and obligations under this Note and the Loan; provided, however, that (1)
      Lender’s obligations under this Note shall remain unchanged, (2) Lender shall
      remain solely responsible to Borrower for the performance of such obligations,
      (3) Lender shall remain the holder of this Note for all purposes of this Note;
      and (4) Borrower shall continue to deal solely and directly with Lender in
      connection with Lender’s rights and obligations under and in respect of this
      Note, the Mortgage and the other Transaction Documents.

    


    (c)    Without
      in any way limiting any rights of Lender under the Mortgage or the other
      Transaction Documents, Lender may, without the consent of Borrower, in
      connection with any assignment or participation or proposed assignment or
      participation pursuant to this subsection, disclose to the assignee or
      participant or proposed assignee or participant, as the case may be, any
      information relating to Borrower or any of its affiliates or to any aspect
      of
      the Loan or the Property that has been furnished to Lender by or on behalf
      of
      Borrower or any of its affiliates.


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    


    	 	
          


    


    6.    Miscellaneous.

     

    (a)   This
      instrument shall be governed by and construed according to the laws of the
      Commonwealth of Massachusetts.

    


    (b)   Whenever
      used, the singular shall include the plural, the plural shall include the
      singular, and the words "Lender" and "Borrower" shall be deemed to include
      their
      respective heirs, administrators, executors, successors and
      assigns.

    


    (c)    In
      the
      event any one or more of the provisions hereof shall be invalid, illegal or
      unenforceable in any respect, the validity of the remaining provisions hereof
      shall be in no way affected, prejudiced or disturbed thereby.

    


    (d)   The
      terms
      and conditions of this Note may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is asserted, and then such
      modification, waiver, discharge or termination shall be effective only in the
      specific instance and for the specific purpose given. 

    


    (e)    Borrower
      shall pay all costs and expenses in connection with the preparation, execution,
      delivery and performance of this Note and the other Transaction Documents,
      including without limitation, reasonable fees and expenses of its and Lender's
      counsel, taxes, documentary stamps and recording and filing fees and expenses.
      

    


    (f)    This
      Note
      and the other Transaction Documents constitute the sole and entire agreement
      of
      the parties with respect to the subject matter thereof.

    


    (g)   Borrower
      waives
      (1) presentment and demand for payment of any Indebtedness, except as otherwise
      provided in the Transaction Documents; (2) protest, notice of protest and
      nonpayment, notice of demand and dishonor and notice of acceleration with
      respect to the Indebtedness or the Transaction Documents; (3) notice of costs,
      expenses or losses and interest thereon, and notice of late charges; (4)
diligence
      in taking any action to collect the Indebtedness or in proceeding against the
      Property or any other collateral securing payment of this Note;
      (5)
all
      exemptions, whether homestead or otherwise, as to the Indebtedness and the
      Obligations;
      (6)
any
      right
      to require Lender to proceed against any other party or person or any collateral
      before proceeding against Borrower or any other party;
      and (7)
      all other rights and defenses, the assertion or exercise of which would in
      any
      way diminish the liability of Borrower hereunder. Lender
      may apply all funds made available to it from the proceeds of the disposition
      of
      any collateral or by the exercise of the right of set off either to the
      Indebtedness or the Obligations, as Lender may elect from time to time.


    


    (h)    BORROWER
      ACKNOWLEDGES THAT INTEREST IN THIS NOTE IS TO BE CALCULATED BY LENDER ON THE
      BASIS OF A THREE HUNDRED SIXTY (360) DAY YEAR AND IS FULLY AWARE THAT SUCH
      CALCULATIONS MAY RESULT IN AN ACCRUAL AND/OR PAYMENT OF INTEREST IN AMOUNTS
      GREATER THAN CORRESPONDING INTEREST CALCULATIONS BASED ON A THREE HUNDRED
      SIXTY-FIVE (365) DAY YEAR.

     

     (i)    BORROWER
      AND LENDER WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL
      BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
      OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE APPLICATION FOR
      THE
      LOAN, THIS NOTE, THE MORTGAGE OR THE OTHER TRANSACTION DOCUMENTS OR ANY ACTS
      OR
      OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION
      THEREWITH.

    
 

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    


     (j)    Borrower
      recognizes that the occurrence of an Event of Default, including without
      limitation, its failure to make any payment when due as provided herein or
      in
      any other Transaction Document, will require Lender to incur additional expense
      in servicing and administering the Loan, in loss to Lender of the use of the
      money due and in frustration to Lender in meeting its other financial and loan
      commitments and that the damages caused thereby would be extremely difficult
      and
      impractical to ascertain. Borrower agrees (1) that an amount equal to the late
      charge under Section 2 plus the accrual of interest at the Alternative
      Applicable Interest Rate is a reasonable estimate of the damage to Lender in
      the
      event of a late payment, and (2) that the accrual of interest at the Alternative
      Applicable Interest Rate following any other Event of Default is a reasonable
      estimate of the damage to Lender in the event of such other Event of Default,
      regardless of whether there has been an acceleration of the Loan. Nothing in
      this Note shall be construed as an obligation on the part of Lender to accept,
      at any time, less than the full amount then due hereunder, or as a waiver or
      limitation of Lender's right to compel prompt performance.

    


    (k)    Upon
      notice from Lender to Borrower of the loss, theft, destruction or mutilation
      of
      this Note and, upon receipt of indemnity reasonably satisfactory to Borrower
      from Lender or, in the case of mutilation hereof, upon surrender of the
      mutilated Note, Borrower will make and deliver a new note of like tenor in
      lieu
      of this Note.

    Borrower,
      intending to be legally bound hereby, has duly executed this Note on the day
      and
      year first above written.

    


    
      	 	 	 
	 	BORROWER:
	 	 	 
	 	
              BAY
                STATE REALTY HOLDINGS, INC.,

              a Massachusetts corporation

            
	 
 	 
 	 
 
	 	By:  	Corey
              Shaker, President 
	 	
              

            
	 	By: 	Charles
              Schwartz, Secretary 
	 	 	
              

            




     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    SCHEDULE
      A

    


    Monthly
      Installments of Principal

    


    
      	
               

            	
              Payment

            	
               

            
	
              No.

            	
              Date

            	
              Principal

            
	
              1

            	
              4/1/2006

            	
              11,265.21

            
	
              2

            	
              5/1/2006

            	
              11,333.08

            
	
              3

            	
              6/1/2006

            	
              11,401.37

            
	
              4

            	
              7/1/2006

            	
              11,470.06

            
	
              5

            	
              8/1/2006

            	
              11,539.17

            
	
              6

            	
              9/1/2006

            	
              11,608.69

            
	
              7

            	
              10/1/2006

            	
              11,678.63

            
	
              8

            	
              11/1/2006

            	
              11,749.00

            
	
              9

            	
              12/1/2006

            	
              11,819.78

            
	
              10

            	
              1/1/2007

            	
              11,891.00

            
	
              11

            	
              2/1/2007

            	
              11,962.64

            
	
              12

            	
              3/1/2007

            	
              12,034.72

            
	
              13

            	
              4/1/2007

            	
              12,107.22

            
	
              14

            	
              5/1/2007

            	
              12,180.17

            
	
              15

            	
              6/1/2007

            	
              12,253.56

            
	
              16

            	
              7/1/2007

            	
              12,327.38

            
	
              17

            	
              8/1/2007

            	
              12,401.66

            
	
              18

            	
              9/1/2007

            	
              12,476.38

            
	
              19

            	
              10/1/2007

            	
              12,551.55

            
	
              20

            	
              11/1/2007

            	
              12,627.17

            
	
              21

            	
              12/1/2007

            	
              12,703.25

            
	
              22

            	
              1/1/2008

            	
              12,779.79

            
	
              23

            	
              2/1/2008

            	
              12,856.78

            
	
              24

            	
              3/1/2008

            	
              12,934.25

            
	
              25

            	
              4/1/2008

            	
              13,012.17

            
	
              26

            	
              5/1/2008

            	
              13,090.57

            
	
              27

            	
              6/1/2008

            	
              13,169.44

            
	
              28

            	
              7/1/2008

            	
              13,248.79

            
	
              29

            	
              8/1/2008

            	
              13,328.61

            
	
              30

            	
              9/1/2008

            	
              13,408.92

            
	
              31

            	
              10/1/2008

            	
              13,489.71

            
	
              32

            	
              11/1/2008

            	
              13,570.98

            
	
              33

            	
              12/1/2008

            	
              13,652.75

            
	
              34

            	
              1/1/2009

            	
              13,735.01

            
	
              35

            	
              2/1/2009

            	
              13,817.76

            
	
              36

            	
              3/1/2009

            	
              13,901.01

            
	
              37

            	
              4/1/2009

            	
              13,984.76

            
	
              38

            	
              5/1/2009

            	
              14,069.02

            
	
              39

            	
              6/1/2009

            	
              14,153.79

            
	
              40

            	
              7/1/2009

            	
              14,239.07

            
	
              41

            	
              8/1/2009

            	
              14,324.86

            
	
              42

            	
              9/1/2009

            	
              14,411.16

            
	
              43

            	
              10/1/2009

            	
              14,497.99

            
	
              44

            	
              11/1/2009

            	
              14,585.34

            
	
              45

            	
              12/1/2009

            	
              14,673.22

            
	
              46

            	
              1/1/2010

            	
              14,761.62

            
	
              47

            	
              2/1/2010

            	
              14,850.56

            
	
              48

            	
              3/1/2010

            	
              14,940.04

            
	
              49

            	
              4/1/2010

            	
              15,030.05

            
	
              50

            	
              5/1/2010

            	
              15,120.61

            
	
              51

            	
              6/1/2010

            	
              15,211.71

            
	
              52

            	
              7/1/2010

            	
              15,303.36

            
	
              53

            	
              8/1/2010

            	
              15,395.56

            
	
              54

            	
              9/1/2010

            	
              15,488.32

            
	
              55

            	
              10/1/2010

            	
              15,581.64

            
	
              56

            	
              11/1/2010

            	
              15,675.52

            
	
              57

            	
              12/1/2010

            	
              15,769.96

            
	
              58

            	
              1/1/2011

            	
              15,864.98

            
	
              59

            	
              2/1/2011

            	
              15,960.56

            


    

    


    



    
      
         

      

      
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