CROSS-DEFAULT
      AND CROSS-COLLATERALIZATION
      AGREEMENT

     

    THIS
      CROSS-DEFAULT AND CROSS-COLLATERALIZATION AGREEMENT (this "Agreement") made
      as
      of February _____, 2006, by BAY
      STATE REALTY HOLDINGS, INC.,
      a
      Massachusetts corporation, HOMETOWN
      AUTO FRAMINGHAM, INC.,
      a
      Massachusetts corporation, FAMILY
      FORD, INC.,
      a
      Connecticut corporation, SHAKER’S
      INC.,
      a
      Connecticut corporation, HOMETOWN
      BRATTLEBORO, INC.,
      a
      Vermont corporation, SHAKER
      AUTO GROUP, INC.,
      a
      Connecticut corporation, COREY
      SHAKER,
      an
      individual, JOSEPH
      SHAKER,
      an
      individual, STEVEN
      SHAKER,
      an
      individual, JANET
      SHAKER,
      an
      individual, and EDWARD
      SHAKER,
      an
      individual (each an "Obligor" and collectively, "Obligors") and FORD
      MOTOR CREDIT COMPANY,
      a
      Delaware corporation.

    


    WHEREAS,
      Obligors are affiliates, shareholders and/or partners of each other, and
      Obligors have or may have financing outstanding with Lender, as more
      particularly described in Schedule A attached hereto (collectively, the
      "Loans"); and

    


    WHEREAS,
      as a condition of the financing evidenced on Schedule A, Lender has required
      that each of the Loans be cross-defaulted and cross-collateralized with each
      other Loan; and

    


    NOW,
      THEREFORE, in consideration of the promises and other valuable consideration,
      receipt of which is hereby acknowledged, Obligors and Lender hereby covenant
      and
      agree as follows:

    


    1. As
      used
      herein, the following terms shall have the following meanings:

    


    (a) Event
      of
      Default: An Event of Default or any other default under any document evidencing
      the Loans or under any Security Document.

    


    (b) Indebtedness:
      The principal of and interest on and all other amounts, payments and premiums
      due under the Loans and all other indebtedness of each Obligor to Lender under
      and/or secured by the Security Documents, or any amendments, modifications,
      renewals and extensions of any of the foregoing.

    


    (c) Loans:
      Collectively, each of the Loans as listed in Schedule A.

    


    (d) Obligations:
      Any and all of the covenants, promises and other obligations (other than the
      Indebtedness) made or owing by the Obligors and others to or due to Lender
      under
      and/or as set forth in the documents evidencing the Loans and/or the Security
      Documents, and any and all extensions, renewals, modifications and amendments
      of
      any of the foregoing.

    


    (e) Security
      Documents: All deeds of trust, mortgages, assignments, loan agreements, security
      agreements and any and all other documents now or hereafter created securing
      the
      payment of the Indebtedness or the observance or performance of the
      Obligations.

    


    2. Cross-Default
      and Cross-Collateralization. The Security Documents are hereby amended to
      provide that an Event of Default with respect to any Loan shall be an Event
      of
      Default with respect to all Loans, and upon the occurrence of an Event of
      Default, Lender shall have the right to exercise any and all remedies granted
      to
      Lender under the Security Documents in accordance with the terms and conditions
      of such Security Documents. The collateral securing each of the Loans shall
      secure all the other Loans.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Governing
      Law. This Agreement shall be deemed to have been made under, and shall be
      governed by, and construed and enforced in accordance with, the laws of the
      Commonwealth of Massachusetts.

    


    4. Reaffirmation
      of Loan Obligations. Obligors hereby confirm and reaffirm their liabilities,
      obligations and agreements under the Security Documents.

    


    5. Reaffirmation
      of Guaranty. Each Obligor confirms and restates its joint and several
      liabilities, obligations and agreements under the guaranty or guaranties by
      such
      Obligor of any other Obligor's indebtedness and obligations to Lender as set
      forth in Schedule A attached hereto and as such obligations have been amended
      by
      this Agreement (the "Guaranty"). Each Obligor acknowledges and agrees that
      every
      right, power and remedy of Lender under this Agreement relating to any document
      evidencing any loan to any Obligor is in full force and effect, including,
      without limitation, such rights, powers and remedies relating to this Agreement
      and the payment of the indebtedness and performance of the obligations
      thereunder or under the Guaranty. Without limiting the foregoing, each Obligor
      intends by execution and delivery of this Agreement to absolutely, irrevocably
      and unconditionally reaffirm its Guaranty to Lender of (i) the due and punctual
      payment of the indebtedness due and payable under the Guaranty and (ii) the
      performance by Obligor of the obligations under this Agreement. Each Obligor
      acknowledges and declares that it has no defense, claim, charge, plea or set-off
      whatsoever in law or equity against the Lender, the Guaranty, this Agreement
      or
      any other instrument or document executed by each Obligor in connection with
      the
      Guaranty or this Agreement. Each Obligor waives and releases any and all
      defenses which might accrue to it by the execution of this
      Agreement.

    


    6. Amendment
      of Terms and Conditions. The terms of this Agreement may not be changed, waived,
      discharged or terminated orally, but only by an instrument in writing signed
      by
      the party against which enforcement of the change, waiver, discharge or
      termination is asserted, and then such modification, waiver or consent shall
      be
      effective only in the specific instance and for the specific purpose
      given.

    


    7. Miscellaneous.
      

    


    (a) All
      terms
      used in the singular shall also include the plural and all terms used in the
      plural shall also include the singular. Pronouns indicating gender shall include
      all genders. The covenants and agreements of each Obligor contained herein
      shall
      be deemed to be the joint and several covenants and agreements of each person
      and/or entity named in the definition of the term "Obligors".

    


    (b) The
      Obligors authorize Lender to manually or electronically file this Agreement
      and
      any financing statements to perfect Lender's interests, under this Agreement
      and
      the agreements described in Schedule A, in the Collateral and/or the Receivables
      as defined in the agreements described in Schedule A.

    


    (c) Upon
      Lender's request, the Obligors will provide Lender with a list of all states
      where the Collateral (as defined in the agreements described in Schedule A
      hereto) is located.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) The
      Obligors shall provide Lender with at least 30 days' prior written notice of
      a
      change to Obligor's (1) legal name, (2) state of incorporation, registration
      or
      organization, (3) social security or Federal tax identification number, (4)
      location of its chief executive office, or (5) type of business organization
      (such as, corporation, partnership, limited liability company).


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      set forth above intending to be legally bound hereby. 

     

     

    
      
        	LENDER:	 	 
	 	
                FORD
                  MOTOR CREDIT COMPANY,

                a
                  Delaware corporation

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Douglas
                  J. Hertrich, Branch Manager

              


      

      
        	 	 	 
	OBLIGOR:	
                BAY
                  STATE REALTY HOLDINGS, INC.,

                A
                  Massachusetts corporation

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
Corey
                Shaker, President
	 	 	 
	 	By:  	 
	 	 	
                
Charles
                Schwartz, Secretary
	 	 	 
	 	 	Obligor's Federal Tax ID Number: 
                __________________________


      

      
        	 	 	 
	 	
                HOMETOWN
                  AUTO FRAMINGHAM, INC.,

                a
                  Massachusetts corporation

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
Corey
                Shaker, President
	 	 	 
	 	By:  	 
	 	 	
                
Charles
                Schwartz, Secretary 
	 	 	 
	 	 	Obligor's Federal Tax ID Number: 
                __________________________


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	 	 	 
	 	
                
                  FAMILY
                    FORD, INC.,

                  a
                    Connecticut corporation

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
Corey
                Shaker, President
	 	 	 
	 	By:  	 
	 	 	
                
Charles
                Schwartz, Secretary 
	 	 	 
	 	 	Obligor's Federal Tax ID Number: 
                __________________________


      

      
        	 	 	 
	 	
                
                  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 
	 


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                
COREY
                SHAKER, individually
	 	 
	 	
                

                JOSEPH
                  SHAKER, individually

              
	 	 
	 	
                
                  
STEVEN
                  SHAKER, individually

              
	 	 
	 	
                
JANET
                SHAKER, individually
	 	 
	 	
                
EDWARD
                SHAKER, individually
	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      A 

    


    (a) the
      Promissory Note dated February _____, 2006 in the original principal amount
      of
      $6,035,000.00 from BAY STATE REALTY HOLDINGS, INC., a Massachusetts corporation
      to the order of Lender pursuant to which Lender made a Mortgage Loan to BAY
      STATE REALTY HOLDINGS, INC. (229879);

    


    (b) the
      Automotive Wholesale Plan Application for Wholesale Financing and Security
      Agreement dated March 2, 2001 from HOMETOWN AUTO FRAMINGHAM, INC., a
      Massachusetts corporation pursuant to which Lender extended a wholesale line
      of
      credit to HOMETOWN AUTO FRAMINGHAM, INC. to finance new and used motor vehicles,
      and any and all advances now or hereinafter outstanding hereunder;

    


    (c) the
      Automotive Wholesale Plan Application for Wholesale Financing and Security
      Agreement dated February 28, 2001 from FAMILY FORD, INC., a Connecticut
      corporation pursuant to which Lender extended a wholesale line of credit to
      FAMILY FORD, INC. to finance new and used motor vehicles, and any and all
      advances now or hereinafter outstanding hereunder;

    


    (d) the
      Automotive Wholesale Plan Application for Wholesale Financing and Security
      Agreement dated February 28, 2001 from SHAKER’S INC., a Connecticut corporation
      pursuant to which Lender extended a wholesale line of credit to SHAKER’S INC. to
      finance new and used motor vehicles, and any and all advances now or hereinafter
      outstanding hereunder;

    


    (e) the
      Automotive Wholesale Plan Application for Wholesale Financing and Security
      Agreement dated March 2, 2001 from HOMETOWN BRATTLEBORO, INC., a Vermont
      corporation pursuant to which Lender extended a wholesale line of credit to
      HOMETOWN BRATTLEBORO, INC. to finance new and used motor vehicles, and any
      and
      all advances now or hereinafter outstanding hereunder;

    


    (f) the
      Master Loan and Security Agreement dated February ____, 2006 from HOMETOWN
      AUTO
      FRAMINGHAM, INC., a Massachusetts corporation to the order of Lender and any
      and
      all Loan Supplements thereto, pursuant to which Lender extended a credit
      facility to HOMETOWN AUTO FRAMINGHAM, INC.; and

    


    (g) any
      and
      all other loans now or hereafter outstanding made by Lender to any Obligor,
      and
      any and all extensions, increases, amendments, renewals and modifications of
      the
      foregoing.