**GUARANTY
      AND SECURITY AGREEMENT**





This GUARANTY
      AND SECURITY AGREEMENT ,
      dated
      February ____, 2006, is from **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, and **SHAKER
      AUTO GROUP, INC** .,
      a
      Connecticut corporation (collectively "Guarantor"), whose addresses are
      respectively 1309 South Main Street, Waterbury, CT 06706; 1200 Wolcott Street,
      Waterbury, CT 06705; 831 Straits Turnpike, Watertown, CT 06795; 1270 Putney
      Road, North Brattleboro, VT 05304; and 1309 South Main Street, Waterbury, CT
      06706 (collectively "Guarantor's Address"), to **FORD
      MOTOR CREDIT COMPANY** ,
      a
      Delaware corporation ("Lender").





**BAY
      STATE REALTY HOLDINGS, INC.** ,
      a
      Massachusetts corporation ("Borrower") has requested a mortgage loan from Lender
      in the principal amount of $6,035,000.00 (the "Loan"), to be evidenced by the
      Promissory Note, dated as of even date herewith (the "Note"), from Borrower
      to
      the order of Lender, in the principal amount of the Loan. The Loan will be
      secured by the Mortgage, Assignment of Leases and Rents, Security Agreement
      and
      Fixture Filing dated as of even date herewith (the "Mortgage"), from Borrower,
      as mortgagor, to Lender, as mortgagee.





Lender
      will not make the Loan unless Guarantor guarantees payment and performance
      of
      the terms thereof and provides a security interest to secure its guaranty,
      and
      Borrower has requested Guarantor to execute this Guaranty. Borrower will use
      the
      proceeds of the Loan to pay off an existing mortgage loan, and Guarantor
      acknowledges that he will be benefited directly and indirectly from the Loan.





NOW,
      THEREFORE, in consideration of the premises and other valuable consideration,
      receipt of which is hereby acknowledged, and to induce Lender to make the Loan,
      Guarantor hereby covenants and agrees with Lender as follows:





1. Definitions .
      The
      terms "Event of Default", "Indebtedness", "Obligations", "Transaction
      Documents", "Lender's Address", "Property", "Investor" and "Rating Agency"
      shall
      have the meanings set forth in the Note and the Mortgage. In addition, the
      following terms shall have the following meanings:





(a) The
      term
      "Collateral" means all of the following personal property, whether now owned
      or
      hereafter acquired, (1) equipment, furniture, fixtures, supplies, machinery,
      materials and other goods of every kind, (2) motor vehicles, tractors, trailers,
      implements, service parts and accessories and inventory of every kind, (3)
      accounts, instruments, contract rights, chattel paper, general intangibles,
      commercial tort claims, deposit accounts, investment property, letter of credit
      rights, letters of credit, money, oil, gas and other minerals before extraction,
      documents and supporting obligations thereto, (4) general intangibles
      (including, without limitation, all trade names, trademarks, servicemarks,
      logos, copyrights, goodwill, books and records), (5) all monies or credits
      relating to the foregoing due to Borrower from any manufacturer, dealer or
      distributor of the foregoing, and (6) all proceeds of the foregoing, including
      without limitation, rentals due under any leases, proceeds of sale, exchange
      or
      other disposition of the foregoing, and any insurance proceeds of the foregoing,
      or any part thereof, by whomsoever obtained, together with all accessions,
      replacements and substitutions thereto or therefore and the proceeds and
      products thereof.








(b) The
      term
      "Financial Information" means balance sheets, statements of profit and loss
      and
      other financial data furnished by Guarantor to Lender in connection with the
      Loan.





2. Guaranty .
      Guarantor absolutely, irrevocably and unconditionally guarantees to Lender
      (a)
      the due and punctual payment of the Indebtedness as and when it shall become
      due
      and payable whether by lapse of time, by acceleration of maturity or otherwise,
      and (b) the performance of the Obligations, irrespective of the validity,
      regularity or enforceability of the Note or the other Transaction Documents.
      This is a guaranty of performance and payment, and not of
      collection.




3. Representations
      and Warranties .
      (a)
      Guarantor represents and warrants to Lender that (1) Guarantor has received
      copies of the Transaction Documents and is familiar with and fully understands
      all of their terms and conditions; (2) Lender has not made any representations
      or warranties to Guarantor regarding the creditworthiness of Borrower or the
      prospects of repayment from sources other than Borrower; (3) this Guaranty
      is
      executed at the request of Borrower; (4) Guarantor has established adequate
      means of obtaining from Borrower on a continuing basis any information
      concerning Borrower's financial condition, business operations, assets and
      other
      matters bearing on the risk of non-payment of the Indebtedness, as Guarantor
      may
      deem material to its obligations hereunder, and (5) Guarantor has the power
      and
      authority to enter into this Guaranty and to guaranty the repayment of the
      Indebtedness and the performance of the Obligations and has taken all necessary
      action to insure that this Guaranty is legally valid and enforceable against
      Guarantor in accordance with its terms and conditions.





(b) Further,
      Guarantor represents and warrants to Lender that (1) all Financial Information
      fairly presents the financial condition of Guarantor as of the dates thereof,
      and the results of its operations for the periods for which the same are
      furnished; (2) all other information, reports, papers and data furnished to
      Lender in connection with the Loan are accurate and correct in all material
      respects and complete insofar as completeness may be necessary to give Lender
      a
      true and accurate knowledge of the subject matter thereof; (3) there has been
      no
      change in the assets, liabilities or financial condition of Guarantor from
      that
      set forth in the Financial Information, other than changes in the ordinary
      course of business, none of which changes have been materially adverse to
      Guarantor; (4) except as specifically disclosed (as to creditor or debtor,
      amount and security in the Financial Information), Guarantor does not have
      outstanding any loan or indebtedness, other than from Lender; (5) none of the
      property of Guarantor is, as of the date hereof, subject to any security
      interest, lien or other encumbrance in favor of anyone other than Lender; (6)
      there is no litigation, legal or administrative proceeding, investigation or
      other action of any nature pending or, to the knowledge of Guarantor, threatened
      against or affecting Guarantor which involves the possibility of any judgment
      or
      liability not fully covered by insurance or which may materially and adversely
      affect any of the assets of Guarantor or its right or ability to carry on the
      business now conducted by Guarantor; (7) all Federal, state and other tax
      returns and reports of Guarantor required by law to be filed have been duly
      filed; and (8) all Federal, state and other taxes, assessments, fees and other
      governmental charges (other than those presently payable without penalty and
      other than those disclosed in the Financial Information) imposed upon Guarantor
      or the property or assets of the Guarantor which are due and payable have been
      paid.





4. Security .
      Contemporaneous with the Loan to Borrower and to secure the payment and
      performance of all of Guarantor's obligations under this Guaranty, Guarantor
      grants to Lender a security interest in the Collateral and the proceeds thereof,
      now owned or hereafter acquired. Upon Lender's request, Guarantor will provide
      Lender with a list of all states where the Collateral is located. Guarantor
      hereby authorizes Lender to manually or electronically file this Guaranty and
      any other financing statements to perfect Lender's interest under this Guaranty
      in the Collateral and/or the Receivables.





-2-


5. Covenants .
      Until
      the Indebtedness shall have been paid in full, Guarantor hereby covenants and
      agrees as follows:




(a) Guarantor
      will maintain its existence and good standing as a corporation wherever it
      transacts its business, maintain the existence of its franchised dealership
      for
      the sale and service of motor vehicles and of parts, accessories and equipment
      therefor, and continue to transact the business presently conducted by
      it.





(b) Guarantor
      will keep books of record and account of its operations in such form as will
      be
      satisfactory to Lender; and furnish to Lender (1) within 20 days after the
      end
      of each month, or at such other frequency as Lender may from time to time direct
      in writing, balance sheets and statements of profit and loss for such month,
      in
      such detail as Lender may reasonably require from time to time and certified
      as
      to the truth, accuracy and completeness of the information contained therein,
      in
      such form and by Guarantor or such directors, officers, managers, employees,
      or
      representatives of Guarantor as Lender may reasonably require from time to
      time,
      (2) at Lender's request, within 120 days after the close of each of Guarantor's
      fiscal years, or at such other frequency as Lender may from time to time direct
      in writing, a complete executed copy of a report of an examination of
      Guarantor's financial affairs acceptable to Lender, such report to include
      balance sheets and statements of profit and loss for such year in such detail
      as
      Lender may reasonably require from time to time, and (3) such other financial
      statements as Lender may reasonably require from time to time.





(c) Guarantor
      will promptly pay when due all taxes, assessments and charges imposed upon
      it or
      upon its properties, assets, operations, products, income or securities and
      will
      also promptly pay all claims which constitute, or if unpaid may become, a lien,
      charge or encumbrance upon any of its properties, assets, operations, products,
      income or securities.





(d) Guarantor
      will obtain and maintain insurance on Guarantor's property against risks, in
      amounts and with insurers acceptable to Lender, and cause notice of the interest
      of Lender, if any, to be noted on the policies of insurance. If Guarantor fails
      to obtain or maintain such insurance, or to furnish satisfactory evidence
      thereof upon request, Lender may, but shall not be required to, and without
      prejudice to Lender's rights hereunder if it does not, obtain such insurance,
      and in such event Guarantor shall pay to Lender forthwith upon demand, as an
      additional obligation of Guarantor to Lender, the amount incurred by Lender
      for
      such insurance, with interest thereon at the highest lawful contract rate.
      Guarantor hereby assigns to Lender any monies that may become payable under
      such
      insurance, including return or unearned premiums, and requests and authorizes
      any insurance company to make payment of such monies directly to Lender.
      Guarantor waives and releases Lender from all claims with respect to any and
      all
      rights.





(e) Guarantor
      will provide safe storage and properly care for the Collateral and make all
      proper repairs thereto and at all times use, operate and enjoy the same strictly
      in accordance with all laws from time to time in force.





(f) Guarantor
      will provide Lender with at least 30 days' prior written notice of a change
      in
      Guarantor'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).





-3-


(g) Guarantor
      will not create, suffer or permit any security interest, lien or other
      encumbrance to be levied upon or become a charge against any of the property
      of
      Guarantor, other than security interests, liens or other encumbrances which
      are
      (1) in favor of or subordinated to Lender, or (2) specifically disclosed by
      the
      Financial Information, or (3) for taxes not delinquent or being contested in
      good faith, or (4) liens of mechanics or materialmen arising in the ordinary
      course of business with respect to obligations that are not overdue or that
      are
      being contested in good faith, or (5) resulting from deposits or pledges to
      secure payments of workmen's compensation, unemployment insurance, old age
      pensions or other social security.





(h) Guarantor
      will not endorse, guarantee or become surety for the payment of any debt or
      obligation of any individual, partnership, or corporation, directly or
      contingently, except for recourse on the obligations of retail purchasers of
      merchandise from Guarantor and in connection with endorsing checks and other
      negotiable instruments for deposit and collection and except for the Loan to
      Borrower.





(i) Guarantor
      will not (1) sell, exchange, transfer or otherwise dispose of any of Guarantor's
      property, except in the normal course of business; (2) consolidate with or
      merge
      into any other business concern or permit any other business concern to
      consolidate with or merge into Guarantor; (3) sell, exchange, transfer, lease
      or
      otherwise dispose of all or any substantial part of the capital assets of
      Guarantor; (4) make any payment upon or transfer any assets in satisfaction,
      in
      whole or in part, of any indebtedness subordinated to any obligation owing
      to
      Lender; or (4) make or have outstanding, except loans and advances specifically
      disclosed by the most recent financial statement furnished by Guarantor to
      Lender prior to the date of this Guaranty, any loan or advance to any
      individual, partnership or corporation, purchase any security of any corporation
      or invest in the obligations of any individual, partnership or
      corporation.





(j) Guarantor
      will not create or have outstanding any indebtedness for money borrowed except
      for (1) indebtedness owing to Lender, (2) indebtedness specifically disclosed
      by
      the most recent financial statement or other statements furnished by or on
      behalf of Guarantor to Lender prior to the date of this Guaranty, and (3)
      indebtedness subordinated to all obligations owing by Guarantor to
      Lender.





6. Default and Remedies .
      Upon
      the occurrence of an Event of Default and in the event that Guarantor does
      not
      pay the Indebtedness or perform the Obligations in accordance with the terms
      and
      conditions of the this Guaranty and the other Transaction Documents upon receipt
      of the demand therefor by Lender, Lender may thereupon exercise any one or
      more
      of the following remedies:





(a) Institute
      proceedings for collection of the Indebtedness or performance of the Obligations
      against Guarantor and/or any other party obligated therefor;





(b) Repossess
      the Collateral, and Lender, personally, or by agents or attorneys, may take
      possession of the Collateral or any portion thereof from Guarantor, with or
      without notice or process of law and free from all claims of Guarantor, as
      follows: (1) Lender may enter upon Guarantor's premises where any of the
      Collateral is located, remove the Collateral without liability for suit, action
      or proceeding by Guarantor and use in connection with such removal of any and
      all services, supplies, and other facilities of Guarantor; or (2) Lender may
      direct Guarantor in writing to assemble the Collateral and deliver the
      Collateral to Lender at any place or places designated by Lender and reasonably
      convenient for Guarantor, including any facilities of Guarantor for maintenance
      or storage. In accordance with the direction of Lender, Guarantor shall at
      its
      own expense move and deliver the Collateral to Lender. Guarantor acknowledges
      that its obligation hereunder to deliver the Collateral to Lender is of the
      essence of this Agreement and that upon application to a court of equity having
      jurisdiction, Lender shall be entitled to a decree requiring specific
      performance by Guarantor of such obligation. Lender may, without charge, keep
      any of the Collateral repossessed by Lender pursuant to this paragraph on the
      premises of Guarantor pending further action by Lender. Lender also may take
      possession of any or all proceeds arising from the disposition of the Collateral
      or any portion thereof;





-4-


(c) Dispose
      of the Collateral, and Lender may sell the Collateral, or any portion thereof,
      at one or more public or private sales, in such manner, at such time or times
      and upon such terms as Lender may determine, following notice to Guarantor.
      Guarantor agrees that any notice of sale shall be reasonable if given at least
      five days before the time of any intended public sale, or before the time after
      which private sale is to be made. Lender may hold, lease, operate or otherwise
      use or permit the use of the Collateral, or any portion thereof, in such manner,
      for such time and upon such terms as Lender may determine, and collect and
      retain all earnings, rents, profits and other amounts due and to become due
      with
      respect thereto. Any disposition of the Collateral may be made on the premises
      of Guarantor or elsewhere, at the option of Lender. Guarantor hereby agrees
      that
      Lender may, in the exercise of its remedies hereunder, use the premises on
      which
      the Collateral is located and may exercise all rights of Guarantor with respect
      to such premises. If Guarantor is the lessee of such premises, Guarantor hereby
      assigns to Lender all of Guarantor's right, title and interest in and to
      Guarantor's lease covering such premises (such assignment to become effective,
      however, only at such time as Lender shall notify Guarantor in writing thereof),
      and Guarantor agrees to use its best efforts to attempt to obtain any necessary
      consent to such assignment by the lessor thereof;





(d) Exercise
      any rights of Lender with respect to that portion of the Collateral described
      in
      Section 1 (a) (3), including, without limitation, the right (1) to settle,
      adjust and compromise all present and future claims arising thereunder or in
      connection therewith; and (2) to sell, assign, pledge or make any other
      agreement with respect thereto or the proceeds thereof; and (3) to exercise
      any
      and all other rights and remedies that Lender would have with respect thereto
      if
      it were the absolute owner thereof. Borrower shall deliver to Lender, upon
      demand, all of its books and records relating to the Intangibles and all
      instruments and other writings relating to, evidencing or constituting all
      or
      any portion of the Intangibles; and





(e) Exercise
      any other remedies granted to it under this Guaranty and the other Transaction
      Documents, and exercise any other remedy specifically granted to a secured
      party
      under the Uniform Commercial Code or now or hereafter existing in equity, at
      law, by virtue of statute or otherwise.





The
      proceeds of any sale, lease or use of the Collateral, less the expenses incurred
      by Lender in taking, holding, selling, leasing, using, preparing for sale,
      lease
      or use, and reasonable attorneys' fees and other legal expenses, shall be
      applied by Lender to the partial or complete satisfaction of the Indebtedness
      and the Obligations. Guarantor agrees to reimburse Lender upon demand for all
      loss, damage and expense incurred by Lender in the enforcement of the Agreement,
      this Guaranty, the Note and the Security Documents, including without
      limitation, reasonable attorneys' fees and expenses, together with interest
      on
      the amount thereof from the date the same accrued at the highest rate of
      interest permitted by law.





-5-


7. Continuation
      of Liability .
      The
      liability of the Guarantor shall in no way be affected or impaired by (a) any
      amendment, alteration, extension, renewal, waiver, indulgence or other
      modification of the Transaction Documents; (b) any settlement or compromise
      in
      connection with the Indebtedness or the Transaction Documents; (c) any
      subordination of payments under the Indebtedness or Transaction Documents to
      any
      other debt or claim; (d) any substitution, exchange, release or other
      disposition of all or any part of the Indebtedness or Transaction Documents;
      (e)
      any failure, delay, neglect, act or omission by Lender to act in connection
      with
      the Indebtedness or Transaction Documents; (f) any advances for the purpose
      of
      performing any covenant or agreement of the Borrower, or curing any breach
      or
      Event of Default; (g) the filing by or against Borrower of bankruptcy,
      insolvency, reorganization or other debtor's relief afforded Borrower pursuant
      to the present or future provisions of the Bankruptcy Code or any other state
      or
      federal statute or by the decision of any court; (h) any action taken by Lender
      which would afford Borrower a defense based on any anti-deficiency statute
      of
      the state where the Property is located, including without limitation, the
      exercise by Lender of its right to conduct a sale of all or any part of the
      Property, or (i) any other matter whether similar or dissimilar to the
      foregoing. The obligations of Guarantor are unconditional, notwithstanding
      any
      defect in the genuineness, validity, regularity or enforceability of the
      Indebtedness or the Transaction Documents, or any other circumstances whether
      or
      not referred to herein, which might otherwise constitute a legal or equitable
      discharge or defense of a surety or guarantor, excluding the acts or omissions
      of Lender. Guarantor and Lender (by its acceptance of this Guaranty) confirm
      that the parties intend that this Guaranty and the obligations of Guarantor
      hereunder not be a fraudulent transfer or conveyance for purposes of the federal
      bankruptcy law, any state insolvency, receivership, fraudulent conveyance or
      transfer law, or any other applicable federal or state law, Therefore, the
      obligations of Guarantor under this Guaranty at any time shall be limited to
      the
      maximum amount as will result in the obligations of such Guarantor not
      constituting a fraudulent conveyance or transfer.





8. Waivers .
      (a)
      Guarantor waives (1) notice of acceptance of this Guaranty and of creations
      of
      Indebtedness by Borrower to Lender; (2) presentment and demand for payment
      of
      any Indebtedness; (3) protest, notice of protest, notice of demand, and notice
      of dishonor or default to Guarantor or to any other party with respect to the
      Indebtedness or the Transaction Documents; (4) all other notices and demands
      to
      which Guarantor might be otherwise be entitled under any other instrument or
      agreement or applicable law; (5) any demand for payment under this Guaranty;
      (6)
      any defense arising by reason of any disability or other defense of Borrower
      by
      reason of the cessation of the liability of Borrower as a result of any cause
      whatsoever; (7) any rights to extension, composition or otherwise under the
      Bankruptcy Code, or under any state or other federal statute; (8) any right
      or
      claim or claim of right to cause a marshalling of Borrower's assets; and (9)
      all
      other rights and defenses, the assertion or exercise of which would in any
      way
      diminish the liability of Guarantor hereunder.




(b) Guarantor
      waives any duty on the part of Lender to disclose or report to Guarantor any
      information now or hereafter known to Lender relating to the business,
      operation, condition or assets of Borrower; regardless of whether Lender has
      reason to believe that any such facts materially increase the risk beyond that
      which Guarantor intends to assume or has reason to believe that such facts
      are
      unknown to Guarantor or has a reasonable opportunity to communicate such facts
      to Guarantor. Lender shall have no duty to inquire into the authority or powers
      of Borrower or any officer, employee or agent of Borrower with regard to any
      Indebtedness, and all Indebtedness made or created in good faith reliance upon
      the professed exercise of any such authority or powers shall be guaranteed
      hereunder.





-6-


(c) AS
      SPECIFIC INDUCEMENT FOR LENDER TO EXTEND CREDIT TO THE BORROWER, AND AFTER
      HAVING THE OPPORTUNITY TO CONSULT COUNSEL, GUARANTOR AND LENDER EXPRESSLY WAIVE
      ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION
      OR
      PROCEEDING ARISING FROM OR RELATED TO THIS GUARANTY.





9. No
      Reliance by Guarantor .
      Guarantor is fully aware of the financial condition of Borrower, and delivers
      this Guaranty based solely on its own independent investigation and does not
      rely in any way on any representation or statement of Lender with respect to
      Borrower's financial condition. Guarantor is in a position to and assumes full
      responsibility for obtaining any information concerning Borrower's financial
      condition, business operations, assets and other matters bearing on the risk
      of
      non-payment of the Indebtedness, as Guarantor may deem material to its
      obligations hereunder.





10. Subordination .
      In the
      event that for any reason whatsoever Borrower is now or hereafter becomes
      indebted to Guarantor, Guarantor agrees that the amount of such indebtedness
      and
      all interest thereon and any security interests related thereto shall at all
      times be subordinate as to lien, time of payment and in all other respects
      to
      the Indebtedness and Lender's rights under the Transaction Documents, and that
      Guarantor shall not be entitled to enforce or receive payment thereof until
      all
      sums then due and owing to Lender shall have been paid in full. Nothing herein
      contained is intended or shall be construed to give to Guarantor any right
      of
      subrogation in or under the Transaction Documents, or any right to participate
      in any way therein, or in the right, title and interest of Lender in and to
      the
      collateral covered by the Transaction Documents, notwithstanding any payments
      made by Guarantor under this Guaranty, all rights of subrogation, reimbursement,
      contribution and participation being hereby expressly waived and
      released.





11. Exercise
      of Rights by Lender .
      (a)
      Immediately upon the occurrence of an Event of Default and written demand by
      Lender, Guarantor shall pay to Lender the full amount of the Indebtedness and
      shall do and perform each of the Obligations, as if the Indebtedness and the
      Obligations constituted the direct and primary obligations of Guarantor. Lender
      shall be entitled to proceed directly against Guarantor for payment of the
      Indebtedness or performance of the Obligations, without first pursuing or
      exhausting any remedy that Lender then may have against Borrower, any other
      guarantor or third party, or any security or collateral for the Indebtedness
      and
      Obligations. Any failure of Lender to exercise its right to proceed directly
      against Guarantor, or any delay in the exercise thereof, shall not be construed
      as a waiver by Lender with respect thereto.





(b) All
      remedies afforded to Lender by reason of this Guaranty are separate and
      cumulative remedies. No one of such remedies, whether exercised by Lender or
      not, shall be deemed to be in exclusion of any of the other remedies available
      to Lender, and shall in no way limit or prejudice any other legal or equitable
      remedy which Lender may have in any security or collateral for the Indebtedness
      and the Obligations. Nothing in this Guaranty is intended or shall be construed
      to prevent Lender, upon the occurrence of an Event of Default, in the exercise
      of its sole discretion, from foreclosing the liens of the Transaction Documents
      and enforcing the provisions thereof.





(c) This
      Guaranty shall continue to be effective, or be reinstated, as the case may
      be,
      if at any time any whole or partial payment of the Indebtedness or performance
      of Obligations is or is sought to be rescinded or must otherwise be restored
      or
      returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation
      or reorganization of Borrower, or upon or as a result of the appointment of
      a
      receiver, intervenor or conservator or trustee or similar office for, Borrower
      or any substantial part of its property, or otherwise, all as though such
      payments and performance had not been made.





-7-


12. General .
      (a)  Any
      notice, demand or request by Lender or Guarantor to the other shall be in
      writing, and shall be deemed to have been duly given or made if either delivered
      personally to the other party or mailed by certified mail or registered mail
      addressed to Guarantor at Guarantor's Address, or to Lender at Lender's Address,
      as the case may be.




(b) Guarantor
      agrees that Lender may (1) transfer or assign the Loan, Note and other
      Transaction Documents in accordance with the terms of the Note and the Mortgage,
      and (2) assign this Guaranty and all of its rights, interests and remedies
      hereunder, to any other person, firm, bank or corporation whatsoever, without
      notice to or consent by Guarantor. Guarantor will cooperation with any transfer
      or assignment of the Loan, Note and other Transaction Documents as contemplated
      by the Note and Mortgage, including, without limitation, the delivery of an
      estoppel certificate required in accordance with Section 8.3 of the Mortgage,
      such documents as may be reasonably requested by Lender and the information
      relating to the Guarantor as described in Section 8.2 of the Mortgage. Further,
      Guarantor consents to Borrower providing such information to Lender and Lender
      providing such information to Investors, prospective Investors or Rating Agency
      in connection with any sale or transfer of the Loan, Note and other Transaction
      Documents. This instrument shall inure to the benefit of Lender and Lender's
      successors and assigns, and shall bind Guarantor, and Guarantor's heirs,
      executors, administrators, legal representatives, successors and
      assigns.




(c) In
      the
      event that more than one person or entity guarantees the Loan, the covenants
      and
      agreements of Guarantor contained herein shall be the joint and several
      covenants and agreements of each such person and/or entity including each
      Guarantor hereunder.




(d) Guarantor
      agrees to pay reasonable attorneys' fees and expenses incurred by Lender in
      enforcement of the Transaction Documents, including this Guaranty.





(e) Guarantor
      authorizes Ford Credit to obtain consumer reports or other credit reports as
      it
      deems necessary for the origination, review, collection and enforcement of
      this
      Guaranty.




(f) This
      Guaranty shall be governed by, and construed 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.





(g) Lender
      and Guarantor intend this writing to be a final expression of this agreement
      of
      guaranty and a complete and exclusive statement of the terms of this agreement
      of guaranty. No modification or waiver of the terms of this Guaranty shall
      be
      effective unless in writing. No course of prior dealings between the parties,
      no
      usage of the trade, and no parol or extrinsic evidence of any nature, shall
      be
      used or be relevant to supplement or explain or modify any term used in this
      agreement of guaranty. No notice to or demand on Guarantor shall be deemed
      to be
      a waiver of the obligation of Guarantor or the right of Lender to take further
      action without notice or demand as provided herein nor shall any such waiver
      be
      applicable except in the specific instance for which given.


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(h) Guarantor
      (1) submits to the personal jurisdiction in the Commonwealth of Massachusetts,
      the courts thereof and the United States District Courts sitting therein for
      the
      enforcement of this Guaranty, (2) waives any and all personal rights under
      the
      law of any jurisdiction to object on any basis (including, without limitation,
      inconvenience of forum) to jurisdiction or venue within the Commonwealth of
      Massachusetts for the purpose of litigation to enforce this Guaranty and the
      other Transaction Documents, and (3) agrees that service of process may be
      made
      upon Guarantor in any manner prescribed by applicable federal rules of civil
      procedure or by applicable local rules or laws of civil procedure for the giving
      of notice to Guarantor. Nothing contained here, however, shall prevent Lender
      from bringing any action or exercising any rights against Guarantor personally,
      its assets and any security for the Guaranty within any other state or
      jurisdiction.





Guarantor
      has executed this Guaranty as of the date first above written.








**HOMETOWN
                AUTO FRAMINGHAM, INC.,**
              a
                Massachusetts corporationBy:Corey
              Shaker, PresidentBy:Charles
              Schwartz, Secretary




****FAMILY
                  FORD, INC.**,**
                a
                  Connecticut corporationBy:Corey
                Shaker, PresidentBy:Charles
                Schwartz, Secretary
  **SHAKER’S
                      INC.**,
                    a
                      Connecticut corporationBy:Corey
                  Shaker, PresidentBy:Charles
                  Schwartz, Secretary
   -9-
  **HOMETOWN
                        BRATTLEBORO, INC.**,
                      a
                        Vermont corporationBy:Corey
                    Shaker, PresidentBy:Charles
                    Schwartz, Secretary
  **SHAKER
                        AUTO GROUP, INC.**,
                        a
                          Connecticut corporationBy:Corey
                      Shaker, PresidentBy:Charles
                      Schwartz, Secretary
 
 -10-