EXECUTION COPY

         CONSULTING   AGREEMENT,   dated  as  of  April  3,  2006  (the
         "AGREEMENT"),   between  Midnight  Holdings  Group,   Inc.,  a
         Delaware corporation (the  "CORPORATION"),  and Russell Bailey
         (the "CONSULTANT").
         --------------------------------------------------------------

         The Corporation wishes to engage  Consultant,  and Consultant wishes to
be  engaged  by the  Corporation,  pursuant  to the  terms  set  forth  in  this
Agreement.

         The  parties  desire to set forth the terms upon  which the  Consultant
will be engaged by the Corporation.

         1.       WORKING RELATIONSHIP.

                  (a)   SERVICES.  The Corporation hereby engages the Consultant
to perform,  and the Consultant shall perform for the  Corporation,  services as
are  described  in EXHIBIT A  (attached  hereto and  incorporated  herein)  (the
"SERVICES").  The Consultant shall perform all of the Services in a professional
and diligent  manner,  in accordance with all applicable laws, and in accordance
with all policies and standards of the  Corporation.  The Consultant will devote
twenty (20) hours per week to the performance of the Services during the term of
this  Agreement.  In  connection  with  the  performance  of the  Services,  the
Consultant  will  report  to and  follow  the  direction  of  the  Corporation's
President and Chief Executive  Officer (the "CEO").  Upon prior written approval
of the CEO, the Consultant may devote additional hours to the performance of the
Services during the term of this Agreement.

                  (b)   INDEPENDENT  CONTRACTOR.  Notwithstanding  any  term  or
provision in this  Agreement to the contrary,  the  Consultant is an independent
contractor with respect to the performance of the Services,  and not an employee
or agent of the  Corporation,  and neither the  Corporation  nor the  Consultant
shall be liable for or bound by, contractually or otherwise, any representation,
act or omission of the other party in  connection  with the  performance  of the
Services.  The  Consultant  agrees not to take any action which leads,  or could
reasonably be expected to lead, a third party to believe that the Consultant has
the  power  or  authority  to bind or  otherwise  obligate  the  Corporation  in
connection with the  performance of the Services,  except with the prior written
consent of the Corporation, which may be withheld in its sole discretion.

         2.       COMPENSATION; TERMS OF COMPENSATION.

                  (a)   In consideration of the Consultant's  performance of his
duties and obligations under this Agreement (including,  without limitation, the
Services) the Corporation will:

                        (i)     pay the Consultant at a rate of US$6,666 per pay
period  for  Services  performed  during  the  term  of  this  Agreement,  which
represents a rate of US$159,984 per calendar year.  Payments of consulting  fees
shall be made at the end of each of the

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Corporation's pay periods during which the Consultant performed the Services. It
being understood that the Corporation has 24 pay periods during a calendar year.
Consulting fees for any partial period shall be prorated;

                        (ii)    pay the  Consultant at a rate of US$125 per hour
for any Services performed during any given week above the requisite twenty (20)
hours per week during the term of this  Agreement.  The Consultant  will invoice
the  Corporation  for the consulting  fees in this Section  2(a)(ii),  in a form
reasonably  satisfactory to the Corporation,  and the Corporation  agrees to pay
such invoices on a monthly basis after receipt thereof.  Consulting fees for any
partial period shall be prorated;

                        (iii)   reimburse  the  Consultant  for  his  reasonable
travel and other  expenses  incurred in connection  with the  performance of the
Services,  as are evidenced by receipt or other appropriate  written evidence of
such expenditures as required by the Corporation);  PROVIDED,  HOWEVER, that the
Consultant  shall  obtain  the  written  consent  of the  Corporation  prior  to
incurring any aggregate expenses in any calendar month in excess of US$3,000, in
connection with the performance of the Services; and,

                        (iv)    grant  the  Consultant  a  warrant  to  purchase
150,000 shares of common stock, par value $0.00005 per share of the Corporation,
exercisable  from July 1, 2006 to July 1, 2010 at an exercise price of $1.00 per
share with a "cashless" exercise provision.

                  (b)   The Consultant shall be responsible for keeping accurate
records of all work  performed  and such records  shall be subject to review and
final  approval  by the  Corporation  in its sole  discretion  for  purposes  of
determining  compliance  with the  provisions  in clauses (i)  through  (iii) of
Section 2(a).

         3.       TERMINATION  OF AGREEMENT.  The term of this  Agreement  shall
commence on the date hereof and shall  terminate  upon thirty (30) days  written
notice to the other party. In the event of termination,  the Consultant shall be
entitled  to payment  for  Services  performed  prior to the  effective  date of
termination.

         4.       COVENANTS.

                  (a)   For  purposes  of this  Section 4, the  following  terms
shall have the following definitions.

                        (i)     "BUSINESS"  means any  business  or  activity in
which the Corporation or any of its subsidiaries or affiliates is engaged, or is
actively  preparing  to engage,  during the term of this  Agreement,  including,
without limitation,  the operation and service of retail automobile  aftermarket
products and auto concierge service centers.

                        (ii)    "COMPETITIVE  ACTIVITIES"  means  the  following
activities  or  businesses  (i)  developing,  producing,  marketing,  selling or
distributing products or services which compete with the Business, operations or
activities of the  Corporation or any of its  subsidiaries  or affiliates,  (ii)
soliciting or endeavoring to cause any Person who or which is or was a customer,

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supplier, service provider or vendor of the Corporation or its affiliates at any
time during the term of this  Agreement,  to terminate  or  adversely  alter the
volume or nature of their business  relationship  with the Corporation or any of
its  subsidiaries  or  affiliates  (including,  without  limitation,  to use any
products or services  which compete with the Business if offered by anyone other
than the  Corporation  or its  affiliates),  and (iii)  causing or assisting any
Person in any way to do, or attempt to do, any of the  foregoing  in clauses (i)
or (ii) above, directly or indirectly.

                        (iii)   "CONFIDENTIAL INFORMATION" means any information
of a confidential or proprietary  nature pertaining to the Business,  operations
or activities of the Corporation or of any of its subsidiaries or affiliates, or
of any other Person with which the  Consultant  has been involved as a direct or
indirect result of the Consultant's  performance of consulting or other services
(including,  without  limitation,  as a director,  manager,  employee,  officer,
employee,  advisor,  agent, consultant or other independent contractor) for, the
Corporation,  or any of  its  subsidiaries  or  affiliates,  including,  without
limitation,  any (i) plans, strategies (including,  economic and market data and
research selection and analysis  strategies),  tactics,  policies,  resolutions,
inventions, patents, trademarks,  copyrights, trade secrets, know how, patent or
trademark  applications  and other  intellectual  property or other  proprietary
information  of  the  Corporation,  (ii)  information  regarding  litigation  or
negotiations, (iii) any marketing information, sales or product plans, prospects
and market research data, (iv) financial information,  cost and performance data
and  any  debt   arrangements,   equity  ownership  or  securities   transaction
information,  (v) technical  information,  technical drawings and designs,  (vi)
personnel information,  personnel lists, resumes, personnel data, organizational
structure,  compensation and performance evaluations,  (vii) customer, vendor or
supplier information, (viii) information regarding the existence or terms of any
agreement or relationship  between the Corporation or any of its subsidiaries or
affiliates  and any other  party,  and (ix) any other  information  of  whatever
nature,   including,   without  limitation,   information  which  gives  to  the
Corporation or any of its subsidiaries or affiliates an opportunity to obtain an
advantage  over  its  competitors  who or  which  do not  have  access  to  such
information;  PROVIDED, HOWEVER, that Confidential Information shall not include
(A)  information  which  is or  becomes  (through  no  improper  action  by  the
Consultant)  generally  available to the public,  or (B) information that was in
the possession of the Consultant or known by such Consultant without restriction
prior to receipt from the Corporation.

                        (iv)    "INVENTIONS"   means  any  and  all  inventions,
discoveries and improvements made, conceived,  created, developed or contributed
to by the Consultant during the term of this Agreement which are (i) directly or
indirectly related to the Business,  operations or activities of the Corporation
or any of its subsidiaries or affiliates, (ii) directly or indirectly related to
the Consultant's engagement by, or performance of other services (including as a
director, manager, officer, advisor, agent, representative,  consultant or other
independent  contractor)  for, the  Corporation  or any of its  subsidiaries  or
affiliates, or (iii) based upon Confidential Information.

                        (v)     "PERSON"  means  an   individual,   partnership,
corporation,  limited liability company,  limited liability partnership,  trust,
joint venture, joint stock company or unincorporated organization.

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                        (vi)    "REMAINING RIGHTS" means all of the Consultant's
rights, titles and interests in and to the following intellectual property as of
the date of this Agreement: any and all inventions,  discoveries,  improvements,
sales  approaches,   sales  material,   training  material,  computer  software,
documentation,  and other copyrightable works or any other intellectual property
(including,  but not limited to,  materials or services  subject to trademark or
service mark registration),  made, conceived,  created, developed or contributed
to by the Consultant during the term of this Agreement which are (i) directly or
indirectly related to the business,  operations or activities of the Corporation
or any of its subsidiaries or affiliates, (ii) directly or indirectly related to
the Consultant's engagement by, or performance of other services (including as a
director, manager, officer, advisor, agent, representative,  consultant or other
independent  contractor)  for, the  Corporation  or any of its  subsidiaries  or
affiliates, or (iii) based upon confidential or proprietary information which is
or was owned by the Corporation or any of its  subsidiaries or affiliates at the
time that such intellectual property was made, conceived,  created, developed or
contributed to by the Consultant.

                        (vii)   "WORK  FOR   HIRE"   means  any  and  all  sales
approaches, sales material, training material, computer software, documentation,
other copyrightable works or any other intellectual property (including, but not
limited  to,  materials  or  services  subject  to  trademark  or  service  mark
registration,  but excluding Inventions) made, conceived,  created, developed or
contributed to by the Consultant during the term of this Agreement and which are
(i) directly or indirectly related to the Business,  operations or activities of
the  Corporation  or any of its  subsidiaries  or  affiliates,  (ii) directly or
indirectly  related to the  Consultant's  engagement by, or performance of other
services  (including  as a manager,  officer,  advisor,  agent,  representative,
consultant or other  independent  contractor) for, the Corporation or any of its
subsidiaries or affiliates, or (iii) based upon Confidential Information.

                  (b)   In   consideration   for,   and  as  a   condition   to,
Consultant's engagement and the compensation referred to in this Agreement:

                        (i)     The Consultant  shall not directly or indirectly
participate or engage in, or assist,  any  Competitive  Activities in the United
States of America prior to the six-month  anniversary  of the end of the term of
this Agreement.  Each of the Consultant and the  Corporation  recognize that the
territorial,  time and scope  limitations  set forth in this Section 4(b)(i) are
reasonable  and are properly  required for the  protection of the  Corporation's
legitimate interest in client  relationships,  goodwill and trade secrets of the
Corporation's  business.  In the event that any such  territorial  time or scope
limitation is deemed to be  unreasonable  by a court of competent  jurisdiction,
the Consultant and the Corporation  agree,  and the Consultant  submits,  to the
reduction of any or all of said  territorial,  time or scope limitations to such
an  area,  period  or  scope as said  court  shall  deem  reasonable  under  the
circumstances.  If partial  enforcement is not possible,  the provision shall be
deemed severed,  and the remaining  provisions of this Agreement shall remain in
full force and  effect.  It shall not be a breach of this  Section  4(b)(i) as a
result of the  ownership  by the  Consultant  of less than an  aggregate of five
percent  of any class of stock of a Person  engaged in  Competitive  Activities,
provided  that such  stock is listed on a  national  securities  exchange  or is
quoted on the National Market System of the Nasdaq Stock Market.

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                        (ii)    Prior to the Two-year  anniversary of the end of
the term of this  Agreement,  the  Consultant  shall not directly or  indirectly
solicit,  recruit,  hire or engage  any (i)  Persons  employed  or  retained  as
consultants or other  independent  contractors by the  Corporation or any of its
subsidiaries or affiliates, (ii) strategic partners of the Corporation or any of
its subsidiaries or affiliates,  (iii) customers,  clients, vendors or suppliers
of the  Corporation  or any of its  subsidiaries  or  affiliates,  with whom the
Consultant has had contact with during the term of this Agreement, or (iv) other
Persons  with  whom or  which  the  Corporation  or any of its  subsidiaries  or
affiliates  maintains a commercial  relationship,  or encourage any such Persons
described  in clauses (i),  (ii),  (iii) or (iv) above to terminate or adversely
alter their  relationship  with the  Corporation or any of its  subsidiaries  or
affiliates  (including,  without limitation,  soliciting or endeavoring to cause
any such Person to use any products or services  offered or provided by a Person
other than the Corporation or its  subsidiaries or affiliates which compete with
the Business, products or services of the Corporation or any of its subsidiaries
or affiliates).

                  (c)   The Consultant  agrees that he shall not use or disclose
(except to the extent  necessary during the term of this Agreement in connection
with the necessary and proper  performance of the Consultant's  duties on behalf
of the  Corporation  and in good faith,  or as  required by law or  governmental
authority) any  Confidential  Information  until such  information  ceases to be
Confidential  Information.  Upon the end of the term of this Agreement,  or upon
the  earlier  request  of the  Corporation,  the  Consultant,  and his  legal or
personal  representatives  will promptly  return to the  Corporation any and all
information, documents or other materials relating to or containing Confidential
Information  which are, and any and all other property of the Corporation  which
is, in the Consultant's possession,  care or control, regardless of whether such
materials  were created or prepared by the Consultant and regardless of the form
of, or medium containing, such information, documents or other materials.

                  (d)   (i)     The Consultant  shall  promptly disclose  to the
Corporation any and all Inventions. The Consultant shall promptly communicate to
the Corporation all  information,  details and data pertaining to any Inventions
in such form as the Corporation requests.  The Consultant agrees that Inventions
are the property of the Corporation, and any and all rights, titles or interests
in and to Inventions which the Consultant may have in any and every jurisdiction
are hereby assigned by the Consultant to the  Corporation in full.  Whenever the
Consultant is requested to do so by the Corporation, during or after the term of
this  Agreement,  the  Consultant  shall use his best  efforts  to  execute  and
deliver,  at the Corporation's sole cost and expense,  any and all applications,
assignments or other  documents or instruments  deemed  reasonably  necessary or
advisable  by the  Corporation  to apply for and  obtain  Letters  Patent of the
United  States or any  foreign  country  or to  otherwise  protect,  confirm  or
establish the Corporation's full and exclusive interests in any Inventions.  The
obligations set forth in this Section 4(d) shall be binding upon the successors,
assigns,  executors,  administrators  and  other  legal  representatives  of the
Consultant.

                        (ii)    Any and all Works for Hire  shall be  considered
"works made for hire" under the copyright  laws of the United States or property
of the Corporation under applicable federal,  state, local and foreign trademark
laws  (as  appropriate).  The  Consultant  shall  promptly  communicate  to  the
Corporation any and all Works for Hire, and any and all information, details and
data pertaining to any Works for Hire, in such form as the Corporation requests.
To the extent  that Works for Hire fail to qualify as (A) "works  made for hire"
under the

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copyright laws of the United States or any other jurisdiction or (B) property of
the Corporation  under applicable  federal,  state,  local or foreign  trademark
laws, the Consultant hereby assigns each Work for Hire and all right,  title and
interest therein in any and every jurisdiction to the Corporation.  Whenever the
Consultant is requested to do so by the Corporation, during or after the term of
this  Agreement,  the  Consultant  shall use his best  efforts  to  execute  and
deliver,  at the Corporation's sole cost and expense,  any and all applications,
assignments or other  documents or instruments  deemed  reasonably  necessary or
advisable by the  Corporation to apply for and confirm and  effectuate  full and
exclusive  ownership of Works for Hire in the  Corporation,  including,  but not
limited to, ownership of any moral rights under the copyright law of any nation,
or any other  rights under the  intellectual  property  laws of any nation.  The
obligations  set  forth  in this  Section  4(d)(ii)  shall be  binding  upon the
successors,  assigns, executors,  administrators and other legal representatives
of the Consultant.

                        (iii)   The  Consultant  shall  bear the burden of proof
that  any  invention,  discovery,  improvement  or other  intellectual  property
(including, without limitation,  Inventions and Works for Hire) made, conceived,
created,  developed  or  contributed  to  by  the  Consultant  was  first  made,
conceived, created, developed or contributed to before or after the term of this
Agreement.  The  Consultant  shall bear the burden of proof that any  invention,
discovery,  improvement  or  other  intellectual  property  (including,  without
limitation,  Inventions and Works for Hire) made, conceived,  created, developed
or  contributed  to by the  Consultant  during  the  term of this  Agreement  is
unrelated to any of the Business, operations or activities of the Corporation or
any of its  subsidiaries or affiliates,  to the  Consultant's  engagement by, or
performance of other services  (including,  without  limitation,  as a director,
manager, employee, officer, advisor, agent, representative,  consultant or other
independent  contractor)  for, the  Corporation  or any of its  subsidiaries  or
affiliates, and was not based upon Confidential Information.

                  (e)   The  Consultant  hereby  transfers,   assigns,  conveys,
grants and sets over to the Corporation and its successors and assigns  forever,
and the Corporation hereby accepts, assumes and acquires from the Consultant for
itself and its successors and assigns forever,  all of the  Consultant's  right,
title and interest in and to the Remaining Rights in any and every jurisdiction.
The  Consultant  hereby  covenants and agrees that, at any time and from time to
time after the date hereof,  at the request of the Corporation or its successors
or assigns,  he will use his best  efforts to (i)  promptly and duly execute and
deliver,  or cause to be executed  and  delivered to the  Corporation,  all such
further  documents  and  instruments,  and (ii) promptly take all such other and
further  action,  as may be  reasonably  requested  by the  Corporation  to more
effectively transfer,  assign,  convey, grant, set over, vest, protect,  confirm
and establish full and exclusive right,  title and interest in and to all of the
Remaining  Rights  in and to the  Corporation  and its  successors  and  assigns
forever in any and every jurisdiction,  including,  without limitation,  any and
all applications, assignments or other documents or instruments deemed necessary
or advisable by the  Corporation  to apply for and obtain  Letters Patent of the
United States or any foreign  jurisdiction.  The  obligations  set forth in this
Section  4(e)  shall  be  binding  upon  the  successors,   assigns,  executors,
administrators and other legal representatives of the Consultant. The Consultant
hereby  represents and warrants to the  Corporation  that the Consultant has not
transferred  any right,  title or interest in or to the Remaining  Rights to any
other Person as of the date of the  execution of this  Agreement  and, as of the
date of the execution of this  Agreement,  has not entered into any agreement to
do so.

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                  (f)   The Consultant  acknowledges and admits that a breach of
any of the  covenants  contained  in this  Section 4 will cause the  Corporation
irreparable  harm.  The  Consultant  further  acknowledges  and admits  that the
damages  resulting  from  such a  breach  will be  difficult  or  impossible  to
ascertain,  and will be of the sort that cannot be compensated by money or other
damages. The Corporation shall be entitled to seek specific performance or other
injunctive relief to compel  compliance with such terms and provisions,  without
requirement of posting a bond. The Consultant  therefore waives (and is estopped
from  asserting  in a court of law or equity) any argument  that the breach,  or
threatened breach, of any of the covenants  contained in this Section 4 does not
constitute  irreparable harm for which an adequate remedy at law is unavailable.
Nothing  contained in this Section 4 or  elsewhere  in this  Agreement  shall be
construed as  prohibiting  the  Corporation  from  pursuing  any other  remedies
available  at law or in  equity  for a  breach,  or  threatened  breach,  by the
Consultant of any of the covenants contained in this Section 4.

                  (g)   If a court  declares  that any term or provision of this
Section 4 is invalid or unenforceable,  the parties to this Agreement agree that
the court making the determination of invalidity or unenforceability  shall have
the power to reduce the scope,  duration  or area of the term or  provision,  to
delete  specific  words or phrases,  or to replace any invalid or  unenforceable
term or provision  with a term or provision  that is valid and  enforceable  and
that comes closest to expressing  the intention of the invalid or  unenforceable
term or provision, and this Agreement shall be enforceable as so modified.

         5.       NON-DISPARAGEMENT.  The  Consultant  agrees that during and at
all times  following  the term of this  Agreement the  Consultant  shall not (i)
disparage the  Corporation,  its  subsidiaries or affiliates or their respective
products,  services,  directors,  officers  or  employees  and (ii)  directly or
indirectly make or cause to be made any oral or written  statement  which, or is
reasonably  likely to be  detrimental  in any material  respect to the Business,
operations,   activities  or  reputation  of  the  Corporation  or  any  of  its
subsidiaries  or  affiliates  or  their  respective   directors,   officers,  or
employees.

         6.       CONSULTANT  REPRESENTATIONS  AND  WARRANTIES.  The  Consultant
hereby   represents,   warrants  and  acknowledges  to,  and  agrees  with,  the
Corporation as follows:  (a) the Consultant  has the requisite  legal  capacity,
power and authority to execute, deliver and perform this Agreement and there are
no  agreements  or  understandings  that would make  unlawful  the  Consultant's
execution or delivery of this Agreement or the  performance of the  Consultant's
duties  and  obligations  hereunder,  (b) the  execution  and  delivery  of this
Agreement and the performance of the Consultant's  duties and obligations  under
this  Agreement,  will not conflict with, or breach or cause a default under, or
give any party a right to damages under, or terminate,  or require the giving of
notice under, any other agreement to which the Consultant is a party or by which
he or his assets are bound, (c) in connection with the Consultant's  performance
of this  Agreement,  the  Consultant  will not violate any  non-solicitation  or
non-disclosure  covenant  by which he is bound,  or use or  disclose or infringe
upon any  confidential  or  proprietary  information  or  intellectual  property
obtained  from,  derived  from,  or  developed  for,  any third  party,  (d) the
Consultant  has had  full  opportunity  to seek  advice  and  representation  by
independent  counsel  of  his  own  choosing  in  connection  with  the  review,
interpretation, negotiation, execution and delivery of this Agreement.

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         7.       ENTIRE AGREEMENT. This Agreement contains the entire agreement
among the parties with respect to the matters contemplated hereby and supersedes
all prior  agreements or  understandings  among the parties with respect to such
matters.

         8.       DESCRIPTIVE HEADINGS. Descriptive headings are for convenience
only and  shall not  control  or  affect  the  meaning  or  construction  of any
provision of this Agreement.

         9.       NOTICES. All notices, requests and other communications to any
party  hereunder  shall be in writing and sufficient if delivered  personally or
sent by telecopy  (with  confirmation  of receipt) or by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:

         If to the Consultant:      Russell W. H. Bailey
                                    7566 Fieldwood Circle
                                    Mattawan, MI 49071
                                    Facsimile: (269) 372-9477

         If to the Corporation:     Midnight Holdings Group, Inc.
                                    3872 Rochester Road
                                    Troy, MI  48083
                                    Attention: Chief Executive Officer
                                    Facsimile: (585) 783-1367

         With a copy to:            Reitler Brown & Rosenblatt LLC
                                    800 Third Avenue, 21st Floor
                                    New York, New York 10022
                                    Attention: Robert S. Brown
                                    Facsimile: (212) 371-5500

or to such other address or telecopy number as the party to whom notice is to be
given may have  furnished to the other party in writing in accordance  herewith.
Each such notice,  request or communication shall be effective when received or,
if given by mail, when delivered at the address  specified in this Section or on
the fifth business day following the date on which such communication is posted,
whichever occurs first.

         10.      SURVIVAL.  The  representations,   warranties,  covenants  and
agreements  contained  in Sections 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17 and
18 shall survive the termination of this Agreement.

         11.      COUNTERPARTS.  This  Agreement  may be executed in one or more
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

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         12.      BENEFITS OF AGREEMENT.  This Agreement is for the sole benefit
of the  parties  hereto and not for the  benefit of any third  party,  including
creditors of the parties hereto.

         13.      AMENDMENTS AND WAIVERS.  No modification,  amendment or waiver
of any provision of, or consent required by, this Agreement,  nor any consent to
any departure herefrom, shall be effective unless it is in writing and signed by
the parties hereto.  Such  modification,  amendment,  waiver or consent shall be
effective only in the specific instance and for the purpose for which given.

         14.      ASSIGNMENT.  This  Agreement  and the rights  and  obligations
hereunder  shall not be assignable or  transferable  by any party hereto without
the prior written consent of the other party. Any instrument  purporting to make
an  assignment  in violation of this  Section 14 shall be void.  All  covenants,
agreements and undertakings in this Agreement made by and on behalf of any party
hereto  shall bind and inure to the  benefit  of the  successors  and  permitted
assigns of such party.

         15.      GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT  GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS).

         16.      CONSENT  TO  JURISDICTION.  EACH  OF THE  CORPORATION  AND THE
CONSULTANT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF
ANY FEDERAL OR STATE COURT OF NEW YORK SITTING IN NEW YORK CITY AND  IRREVOCABLY
AGREES  THAT ALL  ACTIONS OR  PROCEEDINGS  ARISING  OUT OF OR  RELATING  TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE LITIGATED EXCLUSIVELY
IN  SUCH  COURTS.  EACH OF THE  CORPORATION  AND THE  CONSULTANT  AGREES  NOT TO
COMMENCE ANY LEGAL PROCEEDING  RELATED HERETO EXCEPT IN SUCH COURT.  EACH OF THE
CORPORATION AND THE CONSULTANT IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH  PROCEEDING IN ANY SUCH
COURT AND HEREBY FURTHER IRREVOCABLY AND  UNCONDITIONALLY  WAIVES AND AGREES NOT
TO PLEAD OR CLAIM IN ANY SUCH COURT  THAT ANY SUCH  ACTION,  SUIT OR  PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         17.      WAIVER  OF  JURY  TRIAL.  EACH  OF  THE  CORPORATION  AND  THE
CONSULTANT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT HE OR IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY  ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  EACH
OF  THE   CORPORATION   AND  THE   CONSULTANT   HEREBY  (A)  CERTIFIES  THAT  NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF THE OTHER PARTY HAS

                                  Page 9 of 12
<PAGE>

REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT THE OTHER  PARTY WOULD NOT, IN THE
EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING  WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE  OTHER  PARTY  HERETO  HAVE  BEEN  INDUCED  TO ENTER  INTO  THIS
AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 17.

         18.      TAXES.  The Consultant  shall be responsible for the filing of
any and all  documents  and for the payment of any and all taxes to any federal,
state and local government, however denominated, associated with compensation to
be made to the Consultant hereunder.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                  Page 10 of 12
<PAGE>

    IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day
and year set forth above.



                            Midnight Holdings Group, Inc.

                            By: /s/ Nicholas A. Cocco
                                ---------------------
                                    Name:  Nicholas A. Cocco
                                    Title: Chief Executive Officer and President



                                /s/ Russell W. H. Bailey
                                ------------------------
                                    Russell W. H. Bailey

<PAGE>

                                   SCHEDULE A

Duties and Responsibilities:

               i. Identify and repair any current operations holes,  develop and
                  implement solutions and actions.

              ii. Stabilize  and  increase  the top line  revenue,  set targets,
                  goals and action plans for each Service  Facility to return to
                  consolidated Gross Revenue of $18.9K per day.

             iii. Review  internal   candidates,   select,   train  and  provide
                  leadership  to newly  appointed  Regional  Operations  Leaders
                  (ROL)

              iv. Divide Service Center  operations  into two Regions and assign
                  responsibility  to two  respective  ROL's and establish  clear
                  goals and objectives.

               v. Develop a incentive  compensation  program for the position of
                  ROL

              vi. Review the current Collision Revision Partner Store Operations
                  and make a  recommendation  to Nicholas  Cocco relative to any
                  current facilities that will not support the ANA model.

             vii. Stabilize the Collision Revision partnership and implement the
                  contracts.

            viii. Support finance in inventory reconciliation.

              ix. Bring  the  company  operations  to  a  level  that  would  be
                  conducive  to the hiring of a Director  of Sales.  Stabilized,
                  operating  efficiently  and on a  measurable  track  for gross
                  revenue sales growth.

               x. Interview  Director of Sales  candidates  and meet a consensus
                  with other members of the executive team on the selection of a
                  candidate.

              xi. Indoctrinate,  train  and lead new hire to ensure  success  as
                  Director of Sales.

             xii. Evaluate  Director  of  Sales  performance  with  the  goal of
                  assuming the position of COO.

            xiii. Assist in the facility  expansion  of the company  through new
                  store openings and or acquisitions.

             xiv. Move help desk function from vendor to in house support.

              xv. Develop  an  overall  Service  Center   employee   recognition
                  program.

             xvi. Develop  a  business   relationship  with  NAPA  and/or  other
                  national  parts/vendor  relationships xvii. Perform additional
                  duties and  responsibilities  as may be  delegated  by the CEO
                  from time to time