ENVIRONMENTAL
      INDEMNITY AGREEMENT

     

    THIS
      ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) made as of February _____,
      2006, by
      BAY STATE REALTY HOLDINGS, INC.,
      a
      Massachusetts corporation, having an office at 1309 South Main Street,
      Waterbury, CT 06706, (“Borrower”) HOMETOWN
      AUTO FRAMINGHAM, INC.,
      a
      Massachusetts corporation, having an office at 1309 South Main Street,
      Waterbury, CT 06706, FAMILY
      FORD, INC.,
      a
      Connecticut corporation, having an office at 1200 Wolcott Street, Waterbury,
      CT
      06705, SHAKER’S
      INC.,
      a
      Connecticut corporation, having an office at 831 Straits Turnpike, Watertown,
      CT
      06795, HOMETOWN
      BRATTLEBORO, INC.,
      a
      Vermont corporation, having an office at 1270 Putney Road, North Brattleboro,
      VT
      05304, SHAKER
      AUTO GROUP, INC.,
      a
      Connecticut corporation, having an office at 1309 South Main Street, Waterbury,
      CT 06706, COREY
      SHAKER,
      an
      individual, having an address at 5 Gate Post Lane, Woodbury, CT 06798,
JOSEPH
      SHAKER,
      an
      individual, having an address at 130 Pine Street, Needham, MA 02492,
STEVEN
      SHAKER,
      an
      individual, having an address at 593 Thomaston Road, Watertown, CT 06795,
JANET
      SHAKER,
      an
      individual, having an address at 228 Harwood Road, Waterbury, CT 06706, and
      EDWARD
      SHAKER,
      an
      individual, having an address at 873 South Street, Middlebury, CT 06762
      (collectively "Guarantor”; Borrower and Guarantor hereinafter referred to,
      individually and collectively, as the context requires, as “Indemnitors”), in
      favor of FORD
      MOTOR CREDIT COMPANY,
      a
      Delaware corporation, having an office at 2nd
      Floor
      Southboro Place, 352 Turnpike Road, Southboro, Massachusetts 01772
      (“Indemnitee”) and other Indemnified Parties (defined below).

    


    Borrower
      is the fee owner of that certain real property located in Middlesex County,
      Massachusetts, known as 571 Worcester Road, Framingham, Massachusetts and more
      particularly described in Exhibit A attached hereto (said real property,
      together with any real property hereafter encumbered by the lien of the Security
      Instrument (defined below), being herein collectively referred to as the “Land”;
      the Land, together with all structures, buildings and improvements now or
      hereafter located on the Land, being collectively referred to as the
“Property”). Indemnitee is prepared to make a loan (the “Loan”) to Borrower in
      the principal amount of $6,035,000.00 to be evidenced by a certain promissory
      note of even date herewith in the principal amount of $6,035,000.00 made by
      Borrower to Indemnitee (the “Note”) and secured by, among other things, a
      certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture
      Filing given by Borrower to Indemnitee (the “Security Instrument”) which will
      encumber the Property.

     

    Indemnitee
      is unwilling to make the Loan unless Indemnitors, agree, jointly and severally,
      to provide the indemnification, representations, warranties, and covenants
      and
      other matters described in this Agreement for the benefit of Indemnified
      Parties. 

     

    In
      order
      to induce the Indemnitee to make the Loan to Borrower, and in consideration
      of
      the substantial benefit each and every Indemnitor will derive from the Loan,
      Borrower and Indemnitor agree as follows:

     

    1.    Definitions.
      Capitalized terms used herein and not specifically defined herein shall have
      the
      respective meanings ascribed to such terms in the Security Instrument. As used
      in this Agreement, the following terms shall have the following
      meanings:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.1   The
      term
“Environmental
      Law”
means
      any present and future federal, state and local laws, statutes, ordinances,
      rules, regulations, standards, policies and other governmental directives or
      requirements, as well as common law, relating to protection of human health
      or
      the environment, including but not limited to the Comprehensive Environmental
      Response, Compensation and Liability Act and the Resource Conservation and
      Recovery Act, relating to Hazardous Materials that apply to Borrower or the
      Property and relate to Hazardous Materials.

     

    1.2    The
      term
“Hazardous
      Materials”
shall
      mean petroleum and petroleum products and compounds containing them, including
      gasoline, diesel fuel and oil; explosives, flammable materials; radioactive
      materials; polychlorinated biphenyls (“PCBs”) and compounds containing them;
      lead and lead-based paint; asbestos or asbestos-containing materials in any
      form
      that is or could become friable; underground or above-ground storage tanks,
      whether empty or containing any substance; any substance the presence of which
      on the Property is prohibited by or requires special handling under any
      Environmental Law; and any other material or substance now or in the future
      defined as a “hazardous substance”, “hazardous material”, “hazardous waste”,
“toxic substance”, “toxic pollutant”, “contaminant”, or “pollutant” within the
      meaning of any Environmental Law.

     

    1.3    The
      term
“Indemnified
      Parties”
means
      Indemnitee, any person or entity who is or will have been involved in the
      origination of the Loan, any person or entity who is or will have been involved
      in the servicing of the Loan, any person or entity in whose name the encumbrance
      created by the Security Instrument is or will have been recorded, persons and
      entities who may hold or acquire or will have held a full or partial interest
      in
      the Loan (including, but not limited to, Investors (defined in the Security
      Instrument) or prospective Investors in the Securities (defined in the Security
      Instrument), as well as custodians, trustees and other fiduciaries who hold
      or
      have held a full or partial interest in the Loan for the benefit of third
      parties) as well as the respective directors, officers, shareholders, partners,
      members, employees, agents, servants, representatives, contractors,
      subcontractors, affiliates, subsidiaries, participants, successors and assigns
      of any and all of the foregoing (including but not limited to any other person
      or entity who holds or acquires or will have held a participation or other
      full
      or partial interest in the Loan or the Property, whether during the term of
      the
      Loan or as a part of or following a foreclosure of the Loan and including,
      but
      not limited to, any successors by merger, consolidation or acquisition of all
      or
      a substantial portion of Indemnitee's assets and business).

     

    1.4    The
      term
“Legal
      Action”
means
      any claim, suit or proceeding, whether administrative or judicial in
      nature.

     

    1.5    The
      term
“Losses”
shall
      mean any and all claims, suits, liabilities (including, without limitation,
      strict liabilities), actions, proceedings, obligations, debts, damages, losses,
      costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards,
      amounts paid in settlement of whatever kind or nature (including but not limited
      to attorneys' fees and other costs of defense, whether incurred at trial or
      on
      appeal).

     

    1.6    The
      term
“Release”
with
      respect to any Hazardous Materials means any release, deposit, discharge,
      emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping,
      pouring, emptying, escaping, dumping, disposing or other movement of Hazardous
      Materials.

     

    
      
        
        

      

      
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    2.    
Indemnification.
      

     

    2.1    Indemnification.
      Indemnitors covenant and agree at their sole cost and expense, to protect,
      defend, indemnify, release and hold Indemnified Parties harmless from and
      against any and all Losses imposed upon or incurred by or asserted against
      any
      Indemnified Parties and directly or indirectly arising out of or in any way
      relating to any one or more of the following: (a) any presence of any Hazardous
      Materials in, on, above, or under the Property; (b) any past, present or
      threatened Release of Hazardous Materials in, on, above, under or from the
      Property; (c) any activity by any Indemnitor, any person or entity affiliated
      with any Indemnitor, and any tenant or other user of the Property in connection
      with any actual, proposed or threatened use, treatment, storage, holding,
      existence, disposition or other Release, generation, production, manufacturing,
      processing, refining, control, management, abatement, removal, handling,
      transfer or transportation to or from the Property of any Hazardous Materials
      at
      any time located in, under, on or above the Property or any actual or proposed
      remediation of any Hazardous Materials at any time located in, under, on or
      above the Property, whether or not such remediation is voluntary or pursuant
      to
      court or administrative order, including but not limited to any removal,
      remedial or corrective action; (d) any past, present or threatened
      non-compliance or violations of any Environmental Laws (or permits issued
      pursuant to any Environmental Law) in connection with the Property or operations
      thereon, including but not limited to any failure by any Indemnitor, any person
      or entity affiliated with any Indemnitor, and any tenant or other user of the
      Property to comply with any order of any governmental authority in connection
      with any Environmental Laws; (e) the imposition, recording or filing or the
      threatened imposition, recording or filing of any Environmental Lien encumbering
      the Property; (f) any acts of any Indemnitor, any person or entity affiliated
      with any Indemnitor, and any tenant or other user of the Property in (i)
      arranging for disposal or treatment, or arranging with a transporter for
      transport for disposal or treatment, of Hazardous Materials at any facility
      or
      incineration vessel containing such or similar Hazardous Materials or (ii)
      accepting any Hazardous Materials for transport to disposal or treatment
      facilities, incineration vessels or sites from which there is a Release, or
      a
      threatened Release of any Hazardous Materials which causes the incurrence of
      costs for remediation; and (g) any misrepresentation or inaccuracy in any
      representation or warranty or material breach or failure to perform any
      covenants or other obligations pursuant to this Agreement or the Security
      Instrument relating to environmental matters.

     

    2.2    Duty
      To Defend and Attorneys’ and Other Fees and Expenses.
      Upon
      written request by any Indemnified Party, Indemnitors shall defend same (if
      requested by any Indemnified Party, in the name of the Indemnified Party) by
      attorneys and other professionals approved by the Indemnified Parties.
      Notwithstanding the foregoing, any Indemnified Parties may, in their sole
      discretion, engage their own attorneys and other professionals to defend or
      assist them, and, at the option of Indemnified Parties, their attorneys shall
      control the resolution of any claim or proceeding. Upon demand, Indemnitors
      shall pay or, in the sole discretion of the Indemnified Parties, reimburse,
      the
      Indemnified Parties for the payment of reasonable fees and disbursements of
      attorneys, engineers, environmental consultants, laboratories and other
      professionals in connection therewith.

     

    2.3    Subrogation.
      Indemnitors shall take any and all reasonable actions, including institution
      of
      legal action against third-parties, necessary or appropriate to obtain
      reimbursement, payment or compensation from such persons responsible for the
      presence of any Hazardous Materials at, in, on, under or near the Property
      or
      otherwise obligated by law to bear the cost. Indemnified Parties shall be and
      hereby are subrogated to all of Indemnitor's rights now or hereafter in such
      claims.

     

    
      
        
        

      

      
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    2.4    Interest.
      Any
      amounts payable to any Indemnified Parties under this Agreement shall become
      immediately due and payable on demand and, if not paid within thirty (30) days
      of such demand therefor, shall bear interest at a per annum rate equal to the
      lesser of (a) five percent (5%) plus the Applicable Interest Rate (as defined
      in
      the Note) or (b) the maximum interest rate which Borrower or any other
      Indemnitor may by law pay or Indemnified Parties may charge and collect, from
      the date payment was due.

     

    2.5    Survival.
      The
      obligations and liabilities of Indemnitors under this Agreement shall fully
      survive indefinitely notwithstanding any termination, satisfaction, assignment,
      entry of a judgment of foreclosure, exercise of any power of sale, or delivery
      of a deed in lieu of foreclosure of the Security Instrument; provided, however,
      that in the event any Indemnified Party accepts a deed in lieu of foreclosure
      or
      otherwise obtains fee title to the Property, then Indemnitor shall not be
      obligated to indemnify such Indemnified Party for Losses arising out of
      Hazardous Materials that were not present in, on, above, or under the Property
      prior to the date on which the applicable Indemnified Party obtains such
      title.

    


    2.6    Notice
      of Legal Actions.
      Each
      party hereto shall, within five (5) business days of receipt thereof, give
      written notice to the other party hereto of (a) any notice, advice or other
      communication from any governmental entity or any source whatsoever with respect
      to Hazardous Materials on, from or affecting the Property, and (b) any Legal
      Action brought against such party or related to the Property, with respect
      to
      which any Indemnitor may have liability under this Agreement. Such notice shall
      comply with the provisions of Section 4.4 hereof.

     

    3.     
Representations
      and Warranties.

    


    3.1    General
      Representations and Warranties.
      Each
      Indemnitor represents and warrants that:

    


    (a)    if
      Indemnitor is a corporation, partnership or limited liability company, (i)
      it
      has the full power and authority to execute and deliver this Agreement and
      to
      perform its obligations hereunder; the execution, delivery and performance
      of
      this Agreement by Indemnitor has been duly and validly authorized by all
      requisite organizational action and (ii) this Agreement is in the ordinary
      course of business of that Indemnitor and will not result in the breach of
      any
      term or provision of the charter, by-laws, partnership or trust agreement,
      articles of organization, operating agreement or other governing instrument
      of
      that Indemnitor.

     

    (b)    if
      Indemnitor is an individual, he/she is acting in an individual capacity and
      has
      full power and authority to make this Agreement valid and binding upon
      Indemnitor, enforceable in accordance with its terms;

     

    (c)    compliance
      with, this Agreement will not result in the breach of any term or provision
      of,
      or conflict with or constitute a default under or result in the acceleration
      of
      any obligation under any agreement, indenture or loan or credit agreement or
      other instrument to which Indemnitor or the Property is subject, or result
      in
      the violation of any law, rule, regulation, order, judgment or decree to which
      the Indemnitor or the Property is subject;

     

    
      
        
        

      

      
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    (d)    there
      is
      no action, suit, proceeding or investigation pending or threatened against
      it
      which, either in any one instance or in the aggregate, may result in any
      material adverse change in the business, operations, financial condition,
      properties or assets of Indemnitor, or in any material impairment of the right
      or ability of Indemnitor to carry on its business substantially as now
      conducted, or in any material liability on the part of Indemnitor, or which
      would draw into question the validity of this Agreement or of any action taken
      or to be taken in connection with the obligations of Indemnitor contemplated
      herein, or which would be likely to impair materially the ability of Indemnitor
      to perform under the terms of this Agreement;

     

    (e)    no
      approval, authorization, order, license or consent of, or registration or filing
      with, any governmental authority or other person, and no approval, authorization
      or consent of any other party is required in connection with this Agreement;
      and

     

    (f)    this
      Agreement constitutes a valid, legal and binding obligation of Indemnitor,
      enforceable against it in accordance with the terms hereof.

     

    3.2   Environmental
      Representations, Warranties and Covenants.
      The
      Indemnitors hereby agree that the representations, warranties and covenants
      contained in Sections 5.11 and 6.8 of the Security Instrument are hereby made
      a
      part of this Agreement to the same extent and with the same force as if fully
      set forth herein.

     

    4.    
General
      Provisions.

     

    4.1    Unimpaired
      Liability.
      The
      liability of Indemnitors under this Agreement shall in no way be limited or
      impaired by, and Indemnitors hereby consent to and agree to be bound by, any
      amendment or modification of the provisions of the Note, the Security Instrument
      or any other document which evidences, secures or guarantees all or any portion
      of the Loan or is executed and delivered in connection with the Loan (the “Other
      Security Documents”) to or with Indemnitee by any Indemnitor or any person who
      succeeds any Indemnitor or any person as owner of the Property. In addition,
      the
      liability of Indemnitors under this Agreement shall in no way be limited or
      impaired by (a) any extensions of time for performance required by the Note,
      the
      Security Instrument or any of the Other Security Documents, (b) any sale or
      transfer of all or part of the Property, (c) except as provided herein, any
      exculpatory provision in the Note, the Security Instrument, or any of the Other
      Security Documents limiting Indemnitee's recourse to the Property or to any
      other security for the Note, or limiting Indemnitee's rights to a deficiency
      judgment against any Indemnitor, (d) the accuracy or inaccuracy of the
      representations and warranties made by any Indemnitor under the Note, the
      Security Instrument or any of the Other Security Documents or herein, (e) the
      release of any Indemnitor or any other person from performance or observance
      of
      any of the agreements, covenants, terms or condition contained in any of the
      Other Security Documents by operation of law, Indemnitee's voluntary act, or
      otherwise, (f) the release or substitution in whole or in part of any security
      for the Note, or (g) Indemnitee's failure to record the Security Instrument
      or
      file any UCC financing statements (or Indemnitee's improper recording or filing
      of any thereof) or to otherwise perfect, protect, secure or insure any security
      interest or lien given as security for the Note; and, in any such case, whether
      with or without notice to Indemnitors and with or without
      consideration.

     

    4.2    Enforcement.
      Indemnified Parties may enforce the obligations of Indemnitors without first
      resorting to or exhausting any security or collateral or without first having
      recourse to the Note, the Security Instrument, or any Other Security Documents
      or any of the Property, through foreclosure proceedings or otherwise, provided,
      however, that nothing herein shall inhibit or prevent Indemnitee from suing
      on
      the Note, foreclosing, or exercising any power of sale under, the Security
      Instrument, or exercising any other rights and remedies thereunder. This
      Agreement is not collateral or security for the debt of Borrower pursuant to
      the
      Loan, unless Indemnitee expressly elects in writing to make this Agreement
      additional collateral or security for the debt of Borrower pursuant to the
      Loan,
      which Indemnitee is entitled to do in its sole discretion. It is not necessary
      for an Event of Default to have occurred pursuant to and as defined in the
      Security Instrument for Indemnified Parties to exercise their rights pursuant
      to
      this Agreement. Notwithstanding any provision of the Security Instrument, the
      obligations pursuant to this Agreement are exceptions to any non-recourse or
      exculpation provision of the Security Instrument; Indemnitors are fully and
      personally liable for such obligations, and their liability is not limited
      to
      the original or amortized principal balance of the Loan or the value of the
      Property.

     

    
      
        
        

      

      
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    4.3    Waivers.
      (a)
      Indemnitors hereby waive (i) any right or claim of right to cause a marshalling
      of any Indemnitor's assets or to cause Indemnitee or other Indemnified Parties
      to proceed against any of the security for the Loan before proceeding under
      this
      Agreement against any Indemnitor; (ii) and relinquish all rights and remedies
      accorded by applicable law to indemnitors or guarantors, except any rights
      of
      subrogation which any Indemnitor may have, provided that the indemnity provided
      for hereunder shall neither be contingent upon the existence of any such rights
      of subrogation nor subject to any claims or defenses whatsoever which may be
      asserted in connection with the enforcement or attempted enforcement of such
      subrogation rights including, without limitation, any claim that such
      subrogation rights were abrogated by any acts of Indemnitee or other Indemnified
      Parties; (iii) the right to assert a counterclaim, other than a mandatory or
      compulsory counterclaim, in any action or proceeding brought against or by
      Indemnitee or other Indemnified Parties; (iv) notice of acceptance hereof and
      of
      any action taken or omitted in reliance hereon; (v) presentment for payment,
      demand of payment, protest or notice of nonpayment or failure to perform or
      observe, or other proof, or notice or demand; and (vi) all homestead exemption
      rights against the obligations hereunder and the benefits of any statutes of
      limitations or repose. Notwithstanding anything to the contrary contained
      herein, Indemnitors hereby agree to postpone the exercise of any rights of
      subrogation with respect to any collateral securing the Loan until the Loan
      shall have been paid in full. No delay by any Indemnified Party in exercising
      any right, power or privilege under this Agreement shall operate as a waiver
      of
      any such privilege, power or right.

     

    (b)    INDEMNITORS
      HEREBY 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 EVIDENCED BY THE NOTE,
      THE APPLICATION FOR THE LOAN EVIDENCED BY THE NOTE, THE NOTE, THE SECURITY
      INSTRUMENT, THIS AGREEMENT OR THE OTHER SECURITY DOCUMENTS OR ANY ACTS OR
      OMISSIONS OF ANY INDEMNIFIED PARTIES IN CONNECTION
      THEREWITH.

     

    4.4    Notices.
      All
      notices or other written communications hereunder shall be deemed to have been
      properly given (a) upon delivery, if delivered in person or by facsimile
      transmission with receipt acknowledged by the recipient thereof and confirmed
      by
      telephone by sender, (b) one (1) Business Day (defined below) after having
      been
      deposited for overnight delivery with any reputable overnight courier service,
      or (c) three (3) Business Days after having been deposited in any post office
      or
      mail depository regularly maintained by the U.S. Postal Service and sent by
      registered or certified mail, postage prepaid, return receipt requested,
      addressed to the addresses set forth in the preamble to this Agreement or as
      such party may from time to time designate by written notice to the other
      parties. Either party by notice to the other may designate additional or
      different addresses for subsequent notices or communications. For purposes
      of
      this Section, “Business Day” shall mean a day on which commercial banks are not
      authorized or required by law to close in New York, New York.

     

    
      
        
        

      

      
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    4.5    No
      Third-Party Beneficiary.
      The
      terms of this Agreement are for the sole and exclusive protection and use of
      Indemnified Parties. No party shall be a third-party beneficiary hereunder,
      and
      no provision hereof shall operate or inure to the use and benefit of any such
      third party. It is agreed that those persons and entities included in the
      definition of Indemnified Parties are not such excluded third party
      beneficiaries.

     

    4.6    Duplicate
      Originals; Counterparts.
      This
      Agreement may be executed in any number of duplicate originals and each
      duplicate original shall be deemed to be an original. This Agreement may be
      executed in several counterparts, each of which counterparts shall be deemed
      an
      original instrument and all of which together shall constitute a single
      Agreement. The failure of any party hereto to execute this Agreement, or any
      counterpart hereof, shall not relieve the other signatories from their
      obligations hereunder.

     

    4.7    No
      Oral Change.
      This
      Agreement, and any provisions hereof, may not be modified, amended, waived,
      extended, changed, discharged or terminated orally or by any act or failure
      to
      act on the part of any Indemnitor or any Indemnified Party, but only by an
      agreement in writing signed by the party against whom enforcement of any
      modification, amendment, waiver, extension, change, discharge or termination
      is
      sought.

     

    4.8    Headings,
      Etc.
      The
      headings and captions of various paragraphs of this Agreement are for
      convenience of reference only and are not to be construed as defining or
      limiting, in any way, the scope or intent of the provisions hereof.

     

    4.9    Number
      and Gender/Successors and Assigns.
      All
      pronouns and any variations thereof shall be deemed to refer to the masculine,
      feminine, neuter, singular or plural as the identity of the person or persons
      referred to may require. Without limiting the effect of specific references
      in
      any provision of this Agreement, the term “Indemnitors” shall be deemed to refer
      to each and every person or entity comprising an Indemnitor from time to time,
      as the sense of a particular provision may require, and to include the heirs,
      executors, administrators, legal representatives, successors and assigns of
      Indemnitors, all of whom shall be bound by the provisions of this Agreement,
      provided that no obligation of any Indemnitor may be assigned except with the
      written consent of Indemnitee. Each reference herein to Indemnitee shall be
      deemed to include its successors and assigns. This Agreement shall inure to
      the
      benefit of Indemnified Parties and their respective successors and assigns
      forever.

     

    4.10   Joint
      and Several Liability.
      If
      Indemnitor consists of more than one person or entity, the obligations and
      liabilities of each such person hereunder are joint and several.

     

    4.11   Release
      of Liability.
      Any one
      or more parties liable upon or in respect of this Agreement may be released
      without affecting the liability of any party not so released.

     

    4.12   Rights
      Cumulative.
      The
      rights and remedies herein provided are cumulative and not exclusive of any
      rights or remedies which Indemnitee has under the Note, the Security Instrument,
      or the Other Security Documents or would otherwise have at law or in
      equity.

     

    
      
        
        

      

      
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    4.13   Inapplicable
      Provisions.
      If any
      term, condition or covenant of this Agreement shall be held to be invalid,
      illegal or unenforceable in any respect, this Agreement shall be construed
      without such provision.

     

    4.14    Governing
      Law.
      This
      Agreement shall be governed, construed, applied and enforced in accordance
      with
      the laws of the Commonwealth of Massachusetts without regard to principles
      of
      conflict of laws, except as may be preempted by federal law. 

    


    4.15    Approvals.
      Wherever pursuant to this Agreement (a) Indemnified Parties exercise any right
      given to it to approve or disapprove, (b) any arrangement or term is to be
      satisfactory to Indemnified Parties, or (c) any other decision or determination
      is to be made by Indemnified Parties, the decision of Indemnified Parties to
      approve or disapprove, all decisions that arrangements or terms are satisfactory
      or not satisfactory and all other decisions and determinations made by
      Indemnified Parties, shall be in the sole discretion of Indemnified Parties,
      except as may be otherwise expressly and specifically provided
      herein.

     

    4.16    Legal
      Fees.
      Wherever pursuant to this Agreement it is provided that Indemnitors pay any
      costs and expenses, such costs and expenses shall include, but not be limited
      to, legal fees and disbursements of Indemnified Parties, whether with respect
      to
      retained firms, the reimbursement for the expenses of the in-house staff or
      otherwise.

     

    IN
      WITNESS WHEREOF, this Agreement has been executed by Indemnitors and is
      effective as of the day and year first above written.

     

    
      	 	 	 
	 	
              BAY
                STATE REALTY HOLDINGS, INC.,

              a
                Massachusetts corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Corey
              Shaker, President 
	 	
            	 
	 	 	 
	 	 By:	 
	 	 	
              
Charles
              Schwartz, Secretary 
	 	 	 


    

    
       

      
        	 	 	 
	 	
                
                  HOMETOWN
                    AUTO FRAMINGHAM, INC.,
                    

                  a
                    Massachusetts corporation

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Corey
                Shaker, President 
	 	
              	 
	 	 	 
	 	 By:	 
	 	 	
                
Charles
                Schwartz, Secretary 
	 


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      
        
          	 	 	 
	 	
                  
                    FAMILY
                      FORD, INC.,
                      

                    a
                      Connecticut corporation

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Corey
                  Shaker, President 
	 	
                	 
	 	 	 
	 	 By:	 
	 	 	
                  
Charles
                  Schwartz, Secretary 
	 


        

         

        
          	 	 	 
	 	
                  
                    SHAKER’S
                      INC.,

                    a
                      Connecticut corporation

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Corey
                  Shaker, President 
	 	
                	 
	 	 	 
	 	 By:	 
	 	 	
                  
Charles
                  Schwartz, Secretary 
	 


        

      

    

    
       

      
        
          	 	 	 
	 	
                  HOMETOWN
                    BRATTLEBORO, INC.,
                    

                  a
                    Vermont corporation

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Corey
                  Shaker, President 
	 	
                	 
	 	 	 
	 	 By:	 
	 	 	
                  
Charles
                  Schwartz, Secretary 
	 


        

         

        
          
            	 	 	 
	 	
                     SHAKER
                      AUTO GROUP, INC.,
                      

                    a
                      Connecticut corporation

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Corey
                    Shaker, President 
	 	
                  	 
	 	 	 
	 	 By:	 
	 	 	
                    
Charles
                    Schwartz, Secretary 
	 


          



        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        
          	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                  
COREY
                  SHAKER, individually
	 	 
	 	
                  

                  JOSEPH
                    SHAKER, individually

                
	 	 
	 	
                  
                    
STEVEN
                    SHAKER, individually

                
	 	 
	 	
                  
JANET
                  SHAKER, individually
	 	 
	 	
                  
EDWARD
                  SHAKER, individually
	 	 


        

         

      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          



      

    

    
 

    EXHIBIT
      A

     

    Description
      of the Property

     

    That
      certain parcel of land situated in Framingham in the County of Middlesex and
      said Commonwealth, described as follows:

    


    Southwest
      by Worcester Road, one hundred seventy-one and 39/100 feet;

     

    Northwesterly
      by lot A3 as shown on plan hereinafter mentioned, three hundred eighty-four and
      48/100 feet; and

    


    Northeasterly,
      one hundred thirty-four and 31/100 feet, and

    


    Southeasterly,
      four hundred one and 05/100 feet by land now or formerly of Frederick D. Sanger,
      et al.

    


    Said
      parcel is shown as lot A4 on said plan, (Plan No. 8126E)

    


    Also
      another certain parcel of land situated in said Framingham, described as
      follows:

    


    Southwesterly
      by Worcester Road, one hundred and eighty feet;

    


    Northwesterly
      by the middle line of a Way, forty feet wide, as shown on plan hereinafter
      mentioned, three hundred fifty-nine and 84/100 feet;

    


    Northerly
      by land now or formerly of John N. Merriam, twenty-one and 86/100
      feet;

    


    Northeasterly
      by land now or formerly of Frederick D. Sanger, et al, one hundred and thirty
      feet; and 

    


    Southeasterly
      by lot A4 on said plan, three hundred eighty-four and 48/100 feet.

    


    Said
      parcel is shown on lot A3 on said plan, (Plan No. 8126E).

    


    All
      of
      said boundaries are determined by the Court to be located as shown on a
      subdivision plan, as approved by the Court, filed in the Land Registration
      Office, a copy of which is filed in the Registry of Deeds for the South Registry
      District of Middlesex County in Registration Book 388, Page 301, with
      Certificate 58053.

     

     

    
      
         

      

      
        11