LOAN
      SUPPLEMENT TO MASTER LOAN AND SECURITY AGREEMENT

    


    (Capital
      Loan)

    


     

    I.
      DO NOT
      DELETE

    NOTICE
      TO
      BORROWER: THIS DOCUMENT CONTAINS PROVISIONS FOR A VARIABLE INTEREST
      RATE.

    


    THIS
      IS A
      LOAN SUPPLEMENT, dated February ____, 2006 (this "Loan Supplement"), to the
      Master Loan and Security Agreement dated February _____, 2006 (the "Agreement"),
      between FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Lender") and
      HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts corporation (''Borrower'').
      Borrower has requested a capital loan (the "Loan") from Lender in the principal
      amount of $1,500,000.00 to provide working capital, and Lender is willing to
      make the Loan to Borrower on the terms and conditions set forth herein and
      in
      the Agreement. 

    


    1. Definitions.
      For purposes of this Loan Supplement, all capitalized terms shall have the
      meanings set forth herein and in the Agreement, including the following defined
      terms:

    


    (a) The
      term
      "Applicable Interest Rate" shall mean the rate of two and five tenths percent
      (2.50%) per annum above the Prime Interest Rate (as defined herein) in effect
      from time to time. The Applicable Interest Rate will be adjusted monthly on
      the
      first day of each calendar month based on the Prime Interest Rate determined
      on
      the last day of the preceding calendar month. 

    


    (b) The
      term
      "Maturity Date" shall mean the date five years less one day after the date
      hereof.

    


    (c) The
      term
      "Prime Interest Rate" shall mean the interest rate for "Bank prime loan" under
      the column entitled "Week Ending" for the Friday preceding the last Monday
      of a
      calendar month as reported in the Federal Reserve Statistical Release No. H.15
      (519) issued by the Federal Reserve Board. In the event such Release is
      discontinued or modified to eliminate the reporting of a prime interest rate,
      then Lender will substitute, in its sole discretion, a comparable report or
      release of the prime interest rate published by a comparable
      source.

    


    2. Loan.
      

    


    (a) Repayment.
      Borrower acknowledges receipt of the Loan, and promises to pay to Lender, or
      order, at Lender's Address, or at such other place as Lender may from time
      to
      time designate in writing, the principal sum of $1,500,000.00, together with
      interest at the Applicable Interest Rate on the principal balance outstanding
      from time to time (the "Principal Balance"), from the date hereof to and
      including the Maturity Date, as follows: 

    


    (1) 59
      equal,
      consecutive monthly principal installments of $12,500.00 each plus interest
      at
      the Applicable Interest Rate on the unpaid Principal Balance outstanding,
      commencing on the fifteenth day of the first month after the date hereof, and
      continuing monthly thereafter on the fifteenth day of each month;
      and

    


    (2) on
      the
      Maturity Date, a final installment which will include all unpaid amounts of
      the
      Principal Balance and interest accrued and unpaid thereon and any and all other
      payments due with respect to the Loan.

    


    (b) Prepayment.
      Each
      payment shall be applied first to interest at the Applicable Interest Rate
      and
      the balance to reduction of the Principal Balance. Borrower may prepay, without
      premium, the Principal Balance, provided that no Event of Default has occurred
      and is continuing and that Borrower pays concurrently all interest accrued
      on
      the Principal Balance outstanding through the date of prepayment and all other
      charges.

    


    (c) Other.
      This
      Loan Supplement may be executed in any number of counterparts, each of which
      shall be an original, but all of which shall together constitute one and the
      same agreement.

    


    3. Representations.
      Borrower warrants and represents to Lender that on the date hereof:

    


    (a) no
      material adverse change in the financial condition or creditworthiness of
      Borrower or any Guarantor has occurred, 

    


    (b) all
      representations and warranties of Borrower in the Agreement are true and correct
      as if made on the date hereof, 

    


    (c) no
      Event
      of Default or default has occurred under the Security Documents or under any
      other indebtedness or obligation of Borrower and/or Guarantor to Lender,


    


    (d) the
      authority of the authorized representatives signing the Agreement and this
      Loan
      Supplement on behalf of Borrower as described in the attached certificate(s)
      is
      in full force and effect, 

    


    (e) the
      proceeds of the Loan will be used to provide working capital. 

    


    
      
         

      

      
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    Borrower
      and Lender have executed this Loan Supplement as of the date set forth
      above.

     

    
      
        	LENDER:	 	 
	 	
                FORD
                  MOTOR CREDIT COMPANY,

                a
                  Delaware corporation

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Douglas
                  J. Hertrich

                
                  Branch
                    Manager

                

              


      

      
        	 	 	 
	BORROWER: 	 	
                 

              
	 	
                
                  HOMETOWN
                    AUTO FRAMINGHAM, INC.,

                  a
                    Massachusetts corporation

                  Chief
                    Executive Office: 

                  571
                    Worcester Road

                  Framingham,
                    MA 01701

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
                  
Corey
                  Shaker

                President

              
	 	 	 
	 	By:	 
	 	 	
                

                Charles
                  Schwartz

                Secretary
                  

              
	 	 	 
	 	Borrower's Federal Tax ID
                Number:
	 	
                
 


      

       

    

    
      
         

      

      
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