**CONTINUING
      GUARANTY AND SECURITY AGREEMENT**




THIS
      CONTINUING GUARANTY AND SECURITY AGREEMENT (this "Guaranty"), dated February
      _____, 2006, is from the undersigned (collectively, "Guarantor"), whose
      addresses are set forth below (collectively, "Guarantors' Address"), to FORD
      MOTOR CREDIT COMPANY, a Delaware corporation ("Lender").





In
      consideration of the financing provided to HOMETOWN AUTO FRAMINGHAM, INC.,
      a
      Massachusetts corporation ("Borrower") and other good and valuable
      consideration, receipt of which are hereby acknowledged, and to induce Lender
      to
      enter into the Master Loan and Security Agreement, dated February ____, 2006
      (the "Agreement") and to provide the Loans thereunder to Borrower, each
      Guarantor hereby agrees as follows:





1.  Definitions .
      Unless
      otherwise specifically defined herein, all capitalized terms shall have the
      meanings set forth in the Agreement.





2.  Guaranty .





(a)  Each
      Guarantor, jointly and severally, hereby absolutely, irrevocably and
      unconditionally guarantees to Lender (1) the due and punctual payment of the
      Indebtedness now or hereafter outstanding, as and when it shall become due
      and
      payable whether by lapse of time, by acceleration of maturity or otherwise,
      and
      (2) the due and punctual performance of the Obligations now or hereafter
      outstanding, irrespective of the validity, regularity or enforceability of
      the
      Agreement or the Security Documents. The obligations of each Guarantor herein
      shall remain in effect as long as the Indebtedness and Obligations are
      outstanding, including all extensions or modifications thereof.





(b)  This
      is a
      guaranty of payment and performance, and not of collection. Immediately upon
      the
      occurrence of an Event of Default and written demand by Lender, each Guarantor
      shall pay to Lender 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 any and all Guarantors for payment of the Indebtedness or
      performance of the Obligations, without first pursuing or exhausting any remedy
      that Lender then may have against Borrower, the Collateral or any other security
      for or guarantor of the Indebtedness. Any failure of Lender to exercise its
      right to proceed directly against any or all Guarantors, or any delay in the
      exercise thereof, shall not be construed as a waiver by Lender with respect
      thereto and shall not release any Guarantor from its liability hereunder. Lender
      may proceed directly against each and every Guarantor at any time after the
      occurrence of an Event of Default. Each Guarantor waives any defenses based
      upon
      any election of remedies by Lender under this Guaranty, the Agreement or the
      Security Documents.





(c)  Each
      Guarantor waives notice of acceptance, presentment for payment, demand for
      payment, protest or notice of protest and dishonor, notice of demand, and all
      other notices and demands of any kind and description now or hereafter provided
      by any law or statute, and all other rights and defenses, the assertion or
      exercise of which would in any way diminish the liability of any Guarantor
      hereunder.





(d)  Each
      Guarantor assumes full responsibility for keeping fully informed with respect
      to
      the business, operation, condition and assets of Borrower and all circumstances
      bearing on the risk of non-payment of the Indebtedness and non-performance
      of
      the Obligations. Each Guarantor waives any duty on the part of Lender to
      disclose or report to any 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 any Guarantor intends to assume
      or has reason to believe that such facts are unknown to any Guarantor or has
      a
      reasonable opportunity to communicate such facts to any Guarantor.








(e)  This
      Guaranty and the liability of each Guarantor hereunder shall not be affected,
      diminished or released by (1) any extension, forbearance or leniency extended
      by
      Lender to Borrower with respect to the Loan, without notice to or consent by
      Guarantor, including notice of any default by Borrower; (2) any amendment,
      modification or extension of the terms and conditions of the Agreement and
      the
      Security Documents, without notice to or consent by Guarantor; or (3) any
      release by Lender of any other guarantor of the Loan, without notice to or
      consent by Guarantor. Any joinder, waiver, consent or agreement by Borrower,
      by
      its own operation, shall be deemed to be a joinder, consent, waiver or agreement
      by each Guarantor with respect thereto and each Guarantor shall continue as
      Guarantor with respect to the Agreement and the Security Documents as so
      modified, extended, amended or otherwise affected.





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





(g)  Nothing
      herein contained is intended or shall be construed to give any Guarantor any
      right of subrogation in or under the Agreement or the Security 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 Agreement and/or the Security
      Documents, notwithstanding any payments made by any Guarantor, all such rights
      of subrogation and participation being hereby expressly waived and released
      by
      each Guarantor.





(h)  Each
      Guarantor and Lender (by its acceptance of this Guaranty) confirm that the
      parties intend that this Guaranty and the obligations of each 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 each 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.





3.  Security .
      Contemporaneous with the Loan to the Borrower pursuant to the Agreement, and
      to
      secure the payment and performance of all of Guarantors' obligations under
      this
      Guaranty and any other agreements between Guarantor and Lender, Guarantors
      hereby grant to Lender a security interest in the following property now owned
      or hereafter acquired by Guarantor and located at Guarantors' Address or
      elsewhere (the "Collateral"), and in the proceeds thereof:





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          2 -


(a)  all
      equipment, fixtures, furniture, demonstrators and service vehicles, supplies
      and
      machinery and other goods of every kind;





(b)  all
      motor
      vehicles, tractors, trailers, implements, service parts and accessories and
      other inventory of every kind and any accessions thereto; and





(c)  all
      accounts, instruments, chattel paper, general intangibles, contract rights,
      documents and supporting obligations thereto.





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.





4.  Representations
      and Warranties of Guarantor .
      Each
      Guarantor hereby represents and warrants to Lender that:





(a)  Each
      Guarantor has received copies of the Agreement and the Security Documents and
      is
      familiar with and fully understands all of their terms and conditions;
      and





(b)  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 and Guarantor has made its own independent decision to enter
      into
      this Guaranty and any agreements related thereto based on its own investigation
      and review of the creditworthiness and financial condition of Borrower and
      such
      other information as Guarantor has determined relevant; and





(c)  Each
      Guarantor has established adequate means of obtaining from Borrower on a
      continuing basis financial and other information pertaining to the business
      of
      Borrower; and





(d)  Each
      Guarantor will be benefited directly or indirectly by the financing arrangements
      contemplated by the Agreement and that the waivers set forth in this Guaranty
      are knowingly made in contemplation of such benefits.





(e)  Guarantor,
      BAY STATE REALTY HOLDINGS, INC., is a corporation duly organized, legally
      existing and in good standing under the laws of the State (or equivalent
      authority) of Massachusetts, engaging in business at the Guarantor's
      Address.





(f)  Guarantor,
      FAMILY FORD, INC., is a corporation duly organized, legally existing and in
      good
      standing under the laws of the State (or equivalent authority) of Connecticut
      and is a duly authorized and franchised dealer for the sale and service of
      motor
      vehicles and of parts, accessories and equipment therefor, engaging in business
      at the Guarantor's Address.





(g)  Guarantor,
      SHAKER’S INC., is a corporation duly organized, legally existing and in good
      standing under the laws of the State (or equivalent authority) of Connecticut
      and is a duly authorized and franchised dealer for the sale and service of
      motor
      vehicles and of parts, accessories and equipment therefor, engaging in business
      at the Guarantor's Address.





(h)  Guarantor,
      HOMETOWN BRATTLEBORO, INC., is a corporation duly organized, legally existing
      and in good standing under the laws of the State (or equivalent authority)
      of
      Vermont and is a duly authorized and franchised dealer for the sale and service
      of motor vehicles and of parts, accessories and equipment therefor, engaging
      in
      business at the Guarantor's Address.





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          3 -


(i)  Guarantor,
      SHAKER AUTO GROUP, INC., is a corporation duly organized, legally existing
      and
      in good standing under the laws of the State (or equivalent authority) of
      Connecticut, engaging in business at the Guarantor's Address.





(j)  Borrower
      is an affiliate of BAY STATE REALTY HOLDINGS, INC., Guarantor.





(k)  Borrower
      is an affiliate of FAMILY FORD, INC., Guarantor.





(l)  Borrower
      is an affiliate of SHAKER’S INC., Guarantor.





(m)  Borrower
      is an affiliate of HOMETOWN BRATTLEBORO, INC., Guarantor.





(n)  Borrower
      is an affiliate of SHAKER AUTO GROUP, INC., Guarantor.





(o)  In
      accordance with all outstanding agreements and its formation and operating
      documents, each Guarantor has the power and authority to guaranty the repayment
      of the Indebtedness and performance of the Obligations, to enter into this
      Guaranty, and to grant the security interest in the Collateral securing this
      Guaranty. Each Guarantor has taken all steps necessary to insure that this
      Guaranty is legally valid and enforceable against Guarantor in accordance with
      its terms and conditions.





(p)  All
      balance sheets, statements of profit and loss and other financial data that
      have
      been furnished by each Guarantor to Lender (the "Financial Information") fairly
      present 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;
      all
      other information, reports, papers and data furnished to Lender 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; and 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. Except as specifically disclosed (as to
      creditor or debtor, amount and security in the Financial Information), each
      Guarantor does not have outstanding any loan or indebtedness, other than from
      Lender, and 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.





(q)  There
      is
      no litigation, legal or administrative proceeding, investigation or other action
      of any nature pending or, to the knowledge of each 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.





(r)  All
      Federal, state and other tax returns and reports of each Guarantor required
      by
      law to be filed have been duly filed, and 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.





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          4 -


5.  Affirmative
      Covenants of the Guarantor .
      Until
      the Indebtedness shall have been paid in full, each Guarantor hereby covenants
      and agrees that it will:





(a)  BAY
      STATE
      REALTY HOLDINGS, INC. shall maintain its existence and good standing as a
      corporation wherever it transacts its business.





(b)  FAMILY
      FORD, INC. shall 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 Ford Motor Company & affiliated
      entities motor vehicles and of parts, accessories and equipment therefor, and
      continue to transact the business presently conducted by it.





(c)  SHAKER’S
      INC. shall 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 Ford Motor Company & affiliated entities motor
      vehicles and of parts, accessories and equipment therefor, and continue to
      transact the business presently conducted by it.





(d)  HOMETOWN
      BRATTLEBORO, INC. shall 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 DaimlerChrylser Motors Corp
      & affiliated entities motor vehicles and of parts, accessories and equipment
      therefor, and continue to transact the business presently conducted by
      it.





(e)  SHAKER
      AUTO GROUP, INC. shall maintain its existence and good standing as a corporation
      wherever it transacts its business.





(f)  Keep
      books of record and account of its operations in such form as will be
      satisfactory to Lender; and furnish to Lender (i) 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 each Guarantor or such directors, officers, managers,
      employees, or representatives of Guarantor as Lender may reasonably require
      from
      time to time, (ii) at Lender's request, within 120 days after the close of
      each
      of Guarantors' 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 Guarantors' 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 (iii) such
      other financial statements as Lender may reasonably require from time to
      time.





(g)  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.





(h)  Obtain
      and maintain insurance on Guarantors' 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.





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          5 -


(i)  Provide
      safe storage and properly care for Guarantors' property 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.





(j)  Guarantor
      shall provide Lender with at least 30 days' prior written notice of a change
      in
      Guarantors' (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).





6.  Negative
      Covenants of the Guarantor .
      Until
      the Indebtedness is paid in full, each Guarantor hereby covenants and agrees
      that it will not, without the prior written consent of Lender:





(a)  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 (i) in favor of or
      subordinated to Lender, or (ii) specifically disclosed by the Financial
      Information, or (iii) for taxes not delinquent or being contested in good faith,
      or (iv) 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 (v) resulting from deposits or pledges to secure
      payments of workmen's compensation, unemployment insurance, old age pensions
      or
      other social security.





(b)  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.





(c)  Sell,
      exchange, transfer or otherwise dispose of any of Guarantors' property, except
      in the normal course of business; consolidate with or merge into any other
      business concern or permit any other business concern to consolidate with or
      merge into Guarantor; sell, exchange, transfer, lease or otherwise dispose
      of
      all or any substantial part of the capital assets of Guarantor; 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 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.





(d)  Create
      or
      have outstanding any indebtedness for money borrowed except for (i) indebtedness
      owing to Lender, (ii) 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 (iii) indebtedness
      subordinated to all obligations owing by Guarantor to Lender.





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          6 -


(e)  Make
      any
      loan to Borrower.





(f)  Permit
      the sale, transfer or other disposition of any capital assets of
      Guarantor.





7.  Continuation
      of Ownership and Management of the Guarantor .
      Guarantor acknowledges that Lender has elected to enter into the Agreement
      and
      to make the Loan based on Lender's confidence in the integrity and the ability
      of Borrower and the Related Parties of Borrower and that Lender is relying
      on
      Borrower to continue to have an ownership interest in Guarantor and/or
      participate in the active management and operation of Guarantor, as set forth
      in
      Section 4 hereof, and the Related Parties to continue to have an ownership
      interest in Borrower and/or participate in the active management and operation
      of Borrower in accordance with the terms and conditions of the Agreement.
      Guarantor acknowledges that the covenant set forth in this Section 7 is also
      a
      covenant of the Borrower under the terms and conditions of the Agreement, and
      that change in the ownership interest of Borrower in Guarantor and/or a change
      in the participation of Borrower in the active management and operation of
      Guarantor as set forth in Section 4 hereof and/or a change in the ownership
      interests of the Related Parties in Borrower and/or a change in the
      participation of the Related Parties in the active management and operation
      of
      Borrower is an Event of Default under the Agreement and this Guaranty.





8.  Default .
      Each
      Guarantor acknowledges that any default by the Guarantor hereunder, including
      without limitation the covenant of Guarantor set forth in Section 7 and Section
      4 hereof, and any default by Guarantor on any indebtedness or obligation of
      Guarantor under any other agreement or instrument now or hereafter in existence
      between Guarantor and Lender (the "Other Indebtedness") shall constitute an
      Event of Default under the Agreement and the Security Documents, which would
      allow Lender to declare all or any part of the Indebtedness immediately due
      and
      payable and to exercise its remedies under the Agreement and this Guaranty
      or as
      otherwise provided by law. Any default by Guarantor under the Agreement and
      the
      Security Documents shall constitute an Event of Default under the Other
      Indebtedness, which would allow Lender to declare all or any part of the Other
      Indebtedness immediately due and payable and to exercise its remedies with
      respect thereto.





9.  Remedies .
      Upon
      the occurrence of an Event of Default under the Agreement and in the event
      that
      each Guarantor does not pay the Indebtedness or perform the Obligations in
      accordance with the terms and conditions of the Agreement and this Guaranty
      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: (A) Lender may enter upon Guarantors' 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 (B) 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;





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(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 Guarantors' right, title and interest in and to
      Guarantors' 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 3(c), including, without limitation, the right (A) to settle, adjust
      and
      compromise all present and future claims arising thereunder or in connection
      therewith; and (B) to sell, assign, pledge or make any other agreement with
      respect thereto or the proceeds thereof; and (C) 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 the Security Documents. Lender may
      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.





(f)  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.





10.  Termination .
      A
      Guarantor may terminate this Guaranty with respect to his, her or its
      obligations under this Guaranty only by written notice sent to Lender by
      registered mail, postage prepaid, at Lender's Address stating an effective
      date
      of such termination which may not be earlier than 30 days after the receipt
      of
      such notice by Lender, provided however that the obligations of such Guarantor
      under this Guaranty shall continue in full force and effect with respect to
      any
      Indebtedness and Obligations of Borrower arising prior to the effective date
      of
      termination. In addition, this Guaranty shall continue in full force and effect
      with respect to any other Guarantor who has not given notice of termination.
      The
      death of any Guarantor shall not terminate this Guaranty.





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11.  Miscellaneous .





(a)  The
      remedies of Lender under this Guaranty are separate and cumulative and are
      in
      addition to any other legal or equitable remedy which Lender may have under
      the
      Security Documents or the Agreement and may be pursued separately, successively,
      concurrently, independently or together against Borrower, any Guarantor, any
      other obligors, the Collateral, or any one or more of them, at the sole
      discretion of Lender, and may be exercised as often as occasion therefor shall
      arise. The failure to exercise any such remedy shall in no event be construed
      as
      a waiver or release thereof, nor shall the choice of one remedy be deemed an
      election of remedies to the exclusion of other remedies. Nothing in this
      Guaranty is intended to prevent Lender, upon the occurrence of an Event of
      Default and in its sole discretion, from foreclosing the liens of the Agreement
      and the Security Documents and enforcing the provisions thereof.





(b)  Subject
      to the notice requirements of Paragraph 4 above with respect to termination
      of a
      Guarantors' obligations under this Guaranty, any notice required or permitted
      to
      be given pursuant hereto, or in connection herewith, shall be deemed to have
      been duly given when addressed and mailed by First Class United States Mail,
      postage prepaid, to Lender at Lender's Address and to Guarantor at Guarantors'
      Address, or to such other places as either of the parties may for themselves
      designate in writing from time to time for the purpose of receiving notices
      pursuant hereto.





(c)  The
      warranties, representations, covenants and agreements set forth in this
      Agreement and the Security Documents shall survive the delivery hereof and
      shall
      continue in full force and effect until the Indebtedness is paid in
      full.





(d)  The
      parties intend this writing to be a final expression of their agreements and
      a
      complete and exclusive statement of the terms and conditions with respect to
      the
      subject matter hereof and the transactions contemplated hereby. No course of
      prior dealings between the parties, usage of the trade, course of performance
      or
      parol or extrinsic evidence of any nature shall be used or be relevant to
      supplement or explain or modify any term used in this Guaranty. This Guaranty
      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.





(e)  Each
      Guarantor and Lender intend that this Guaranty will not violate any valid
      applicable law now or hereafter in effect in any jurisdiction. If any provision
      hereof is invalid, illegal or unenforceable in any respect under any applicable
      law of any jurisdiction, such provision shall be ineffective to the extent
      of
      such prohibition in such jurisdiction, without invalidating the remaining
      provisions of this Guaranty.





(f)  Lender's
      acceptance or approval of any Obligation performed by Borrower or any Guarantor
      (such as delivery of any insurance policy, balance sheet or other financial
      information, account, contract right, chattel paper or general intangible)
      shall
      not be deemed to be a warranty or representation by Lender with respect to
      the
      accuracy, sufficiency, legality or effectiveness of the same or of any term,
      provision or condition thereof.





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          9 -


(g)  Each
      Guarantor will pay reasonable attorneys' fees and expenses incurred by Lender
      in
      enforcement of the Agreement, the Security Documents and this Guaranty. All
      items that Guarantor agrees to furnish hereunder or in connection herewith
      will
      be furnished at Guarantors' sole cost and expense.





(h)  This
      Guaranty shall be binding upon and shall inure to the benefit of the successors
      and assigns of the parties.





(i)  This
      Guaranty shall be governed by, and construed and enforced in accordance with,
      the laws of the Commonwealth of Massachusetts.





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





(k)  This
      Guaranty 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.







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          10 -





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




**BAY
                  STATE REALTY HOLDINGS, INC.,**
                a
                  Massachusetts corporation
                Chief
                  Executive Office:
                1309
                  South Main Street
                Waterbury,
                  CT 06706By:Corey
                  Shaker
                PresidentBy:Charles
                  Schwartz
                SecretaryGuarantor's Federal ID Number:
                ______________________


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          11 -




**FAMILY
                    FORD, INC.,**
                  a
                    Connecticut corporation
                  Chief
                    Executive Office:
                  1200
                    Wolcott Street
                  Waterbury,
                    CT 06705By:Corey
                  Shaker
                PresidentBy:Charles
                  Schwartz
                SecretaryGuarantor's Federal ID Number:
                ______________________
 **SHAKER’S
                        INC.,**
                      a
                        Connecticut corporation
                      Chief
                        Executive Office:
                      831
                        Straits Turnpike
                      Watertown,
                        CT 06795By:Corey
                    Shaker
                  PresidentBy:Charles
                    Schwartz
                  SecretaryGuarantor's Federal ID
                  Number:
                  ______________________
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            12 -


**HOMETOWN
                      BRATTLEBORO, INC.,**
                    a
                      Vermont corporation
                    Chief
                      Executive Office:
                    1270
                      Putney Road
                    North
                      Brattleboro, VT 05304By:Corey
                Shaker
              PresidentBy:Charles
                Schwartz
              SecretaryGuarantor's Federal ID Number:
              ______________________





**SHAKER
                      AUTO GROUP, INC.,**
                    a
                      Connecticut corporation
                    1309
                      South Main Street
                    Waterbury,
                      CT 06706By:Corey
                Shaker
              PresidentBy:Charles
                Schwartz
              SecretaryGuarantor's Federal ID Number:




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