**MASTER
      LOAN AND SECURITY AGREEMENT**




THIS
      MASTER LOAN AND SECURITY AGREEMENT (this "Agreement"), dated February ____,
      2006, is by and between HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts
      corporation (''Borrower'') and FORD MOTOR CREDIT COMPANY, a Delaware corporation
      ("Lender"), whose address is 352 Turnpike Road, Southboro, MA 01772 ("Lender's
      Address").





In
      consideration of the promises, covenants and undertakings set forth herein
      and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged by the parties hereto, Lender and Borrower hereby agree
      as
      follows:





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





(a)  The
      term
      "Agreement" shall mean this Agreement, and any and all modifications and
      amendments thereof.





(b)  The
      term
      "Collateral" shall mean, collectively, all personal property now owned or
      hereafter acquired by Borrower, including without limitation (1) all equipment,
      fixtures, furniture, demonstrators and service vehicles, supplies and machinery
      and other goods of every kind, (2) all motor vehicles, tractors, trailers,
      implements, service parts and accessories and other inventory of every kind
      and
      any accessions thereto (numbers (1) and (2) above collectively referred to
      as
      the "Personalty"), and (3) all accounts, instruments, chattel paper, general
      intangibles, contract rights, documents and supporting obligations thereto
      (collectively, the "Intangibles").





(c)  The
      term
      "Franchiser" shall mean Nissan North America, Inc.





(d)  The
      term
      "Guarantor" shall mean collectively, all present and future guarantors of the
      Indebtedness and the Obligations.





(e)  The
      term
      "Indebtedness" shall mean the principal of and interest on and all other
      amounts, payments, and premiums due under the Loan and the Other Loans,
      including any amendments, increases, modifications, renewals and extensions
      thereof.





(f)  The
      term
      "Lien" shall mean security interest, lien or other encumbrance.





(g)  The
      term
      "Loan" shall mean a loan by Lender to Borrower pursuant to the terms and
      conditions of this Agreement and the applicable Loan Supplement, and any and
      all
      extensions, renewals, modifications and amendments thereof.





(h)  The
      term
      "Loan Supplement" shall mean the supplement(s) executed by Borrower and Lender
      and attached to this Agreement which describe the terms and conditions of a
      Loan, and any and all extensions, renewals, modifications and amendments
      thereof.





(i)  The
      term
      "Obligations" shall mean any and all of the covenants, promises and other
      obligations (other than the Indebtedness) made or owing by Borrower and others
      to or due to Lender under the Loan and the Other Loans and as set forth in
      the
      Security Documents, and any and all extensions, renewals, modifications and
      amendments of any of the foregoing.








(j)  The
      term
      "Organizational Documents" shall mean Borrower's and Guarantor's Articles or
      Certificate of Incorporation (if Borrower/Guarantor is a corporation), its
      Partnership Agreement (if Borrower/Guarantor is a partnership), its Articles
      of
      Organization/Certificate of Formation (if Borrower/Guarantor is a limited
      liability company), or its Trust Agreement (if Borrower/Guarantor is a
      trust).




(k)  The
      term
      "Receivables" shall mean (1) all credits due and to become due to Borrower
      from
      Franchiser, or any of its subsidiaries or affiliates, or from any other
      manufacturer or distributor of automotive products, (2) all notes and trade
      and
      other accounts receivable now owned or hereafter acquired by Borrower, and
      (3)
      all credits due and to become due to Borrower from any and all financial
      institutions in connection with Borrower's sale of installment sales contracts
      and leases to such financial institutions.





(l)  The
      term
      "Other Loans" shall mean collectively, (1) a Mortgage Loan made by FORD MOTOR
      CREDIT COMPANY to BAY STATE REALTY HOLDINGS, INC. pursuant to a Promissory
      Note
      dated February ____, 2006 in the amount of $6,035,000.00, (2) a Wholesale Line
      of Credit made by FORD MOTOR CREDIT COMPANY to HOMETOWN AUTO FRAMINGHAM, INC.
      dated March 2, 2001, (3) a Wholesale Line of Credit made by FORD MOTOR CREDIT
      COMPANY to FAMILY FORD, INC. dated February 28, 2001, (4) a Wholesale Line
      of
      Credit made by FORD MOTOR CREDIT COMPANY to SHAKER’S INC. dated February 28,
      2001 and (5) a Wholesale Line of Credit made by FORD MOTOR CREDIT COMPANY to
      HOMETOWN BRATTLEBORO, INC. dated March 2, 2001, and (6) any and all other loans
      now or hereafter outstanding made by Lender to Borrower and/or Guarantor, and
      any and all extensions, increases, amendments, renewals and modifications of
      the
      foregoing.





(m)  The
      term
      "Related Parties" shall mean any officer, director, manager or affiliate of
      Borrower and Guarantor.





(n)  The
      term
      "Security Documents" shall mean this Agreement and all Loan Supplements attached
      hereto and any and all other documents now or hereafter outstanding securing
      the
      payment of the Indebtedness or the observance or performance of the Obligations.





2.  The
      Loans .
      Upon
      the request of Borrower, Lender may make Loans to Borrower from time to time;
      provided that (a) the terms and conditions of each Loan will be subject to
      the
      terms and conditions of this Agreement and the applicable Loan Supplement,
      (b)
      Borrower's request for any Loan is subject to the prior written approval of
      Lender, and Lender may, in its sole discretion, decline to make a Loan to
      Borrower or may condition its approval of such Loan on the satisfaction of
      any
      additional or modified conditions precedent or such additional or modified
      terms
      and conditions, (c) at the time each such Loan is made, no material adverse
      change in the financial condition or creditworthiness of Borrower or any
      Guarantor has occurred, (d) all representations and warranties of Borrower
      in
      this Agreement shall be true and correct as of the date of the Loan, and (e)
      no
      Event of Default or default shall have occurred under the Security Documents
      or
      under any other indebtedness or obligation of Borrower and/or Guarantor to
      Lender. Each Loan will be evidenced by a Loan Supplement, the terms and
      conditions of which are incorporated herein by reference. Borrower will provide
      such Financial Information and other data requested by Lender in connection
      with
      any request for a Loan.





-
          2 -


3.  Term
      and Termination .
      The
      term of this Agreement shall commence on the date hereof and shall continue
      until terminated by either Lender or Borrower upon thirty days prior written
      notice of the effective date of such termination of this Agreement (the
      "Termination Date"); provided, however, that the terms and conditions of the
      Security Documents, including the security interests and other security provided
      hereunder, and the Indebtedness and Obligations of Borrower under the Security
      Documents for any Loans made prior to the Termination Date shall remain in
      effect until all Obligations have been fulfilled and all Indebtedness has been
      paid in full.





4.  Security .
      As
      security for the payment of the Indebtedness and the performance of the
      Obligations and the payment and performance of any other indebtedness and/or
      obligations of Borrower to Lender, Borrower hereby grants to Lender a security
      interest in the Collateral and assigns to Lender its interests in the
      Receivables, subject to the terms and conditions of this Agreement. This Loan
      is
      cross-defaulted and cross-collateralized with the Other Loans (as defined
      herein). This security interest shall survive termination of this Agreement
      until all Obligations have been fulfilled and all Indebtedness has been paid
      in
      full. Borrower authorizes Lender to manually or electronically file this
      Agreement and any financing statements to perfect Lender's interests under
      this
      Agreement in the Collateral and/or the Receivables.





5.  Representations
      and Warranties .
      In
      order to induce Lender to enter into this Agreement and to make Loans hereunder,
      Borrower represents and warrants to Lender that:





(a)  Qualification
      and Compliance .
      Borrower is operating under a duly executed Sales and Service Agreement with
      Franchiser and is authorized and qualified to do business in every jurisdiction
      in which the nature of its business or properties makes such qualification
      necessary, and is in compliance with all laws, regulations, ordinances and
      orders of public authorities applicable to Borrower. Borrower and Guarantor
      have
      each filed all federal, state and other income tax returns they are required
      to
      file and have paid all taxes due pursuant to such tax returns (except for such
      taxes and assessments which Borrower or Guarantor is contesting in good faith),
      and Borrower does not know of any basis for additional assessment in connection
      with such tax returns.





(b)  Validity
      of Agreement .
      In
      accordance with all outstanding agreements and commitments of Borrower and
      its
      Organizational Documents, Borrower has the power and authority to borrow money
      from Lender, to grant Lender a security interest in the Collateral and to assign
      the Receivables and to execute and perform the Security Documents; Borrower
      has
      taken all steps necessary to ensure that the parties signing the Security
      Documents on behalf of Borrower are authorized and empowered to execute the
      Security Documents; and the Security Documents are legally valid and enforceable
      against Borrower in accordance with their terms and conditions.





(c)  Financial
      Information .
      All
      balance sheets, statements of profit and loss and other financial data that
      have
      been given to Lender by or on behalf of Borrower and Guarantor (the "Financial
      Information") are complete and correct in all material respects, accurately
      present the financial condition of Borrower and Guarantor, as the case may
      be,
      and the results of its operations for the periods specified in the Financial
      Information, and have been prepared in accordance with generally accepted
      accounting principles consistently followed throughout the periods covered
      thereby. There has been no change in the assets, liabilities or financial
      condition of either Borrower or Guarantor from that set forth in the Financial
      Information, other than changes in the ordinary course of business, none of
      which has been materially adverse to Borrower or Guarantor. Except as
      specifically disclosed (as to creditor or debtor, amount and security) by the
      Financial Information, neither Borrower nor Guarantor have outstanding any
      loan
      or indebtedness, direct or contingent, to any party, other than the
      Indebtedness, and none of Borrower's assets is subject to any Lien in favor
      of
      any one other than Lender.





-
          3 -


(d)  Litigation .
      Except
      as specifically disclosed to Lender by Borrower in the Financial Information
      or
      in a separate attachment hereto, there is not now pending against Borrower
      or
      Guarantor, nor to the knowledge of Borrower is there threatened, any action,
      suit or proceeding at law or in equity or before any administrative agency
      that
      could have a material adverse effect upon its financial condition or operations
      if adversely determined against Borrower or Guarantor. No judgment, decree
      or
      order of any court or governmental or administrative agency or instrumentality
      has been issued against Borrower or Guarantor that has or may have any material
      adverse effect on the business or financial condition of Borrower.





(e)  Collateral
      and Receivables .
      Borrower owns the Collateral and the Receivables free and clear of any Lien,
      other than the Liens granted to Lender, and Borrower has the right to grant
      a
      security interest in the Collateral and assign the Receivables in accordance
      with this Agreement. There are no defenses or counterclaims with respect to
      the
      Receivables. Upon Lender's request, Borrower will provide Lender with a list
      of
      all states where the Collateral is located.





(f)  Ownership
      and Management of Borrower. The
      Related Parties named below participate in the active management and operation
      of Borrower and have ownership interest in Borrower, as follows:





HOMETOWN
      AUTO FRAMINGHAM, INC.


Name
            
            Ownership
              Percentage
            
            PositionHometown
                Auto Retailers, Inc.
              Corey
                Shaker
            
            
            100.00
              0.00
            %
              %
            
            Shareholder
              President





Borrower
      acknowledges that Lender has confidence in the integrity and ability of the
      Related Parties named above to operate Borrower and that by entering into this
      Agreement, Lender is relying on these Related Parties to continue to have an
      ownership interest in or be involved in the active management and operation
      of
      Borrower in the manner set forth above.





6.  Covenants .
      Until
      the entire Indebtedness shall have been paid in full, Borrower hereby covenants
      and agrees as follows:





(a)  Compliance
      with Laws; Payment of Taxes .
      Borrower will maintain its existence, rights, franchises and trade names; pay
      when due all taxes, assessments and other charges imposed on Borrower or its
      property; be duly authorized to carry on its business as now conducted; and
      comply with all present and future laws, ordinances, rules, regulations, orders
      and requirements of public authorities, which may be applicable to Borrower.





(b)  Collateral
      and Receivables .
      Borrower will keep the Personalty in good order and condition and make all
      necessary or appropriate repairs, replacements and renewals thereof and will
      use
      its best efforts to prevent any act which might impair the value or usefulness
      of the Collateral and the Receivables. Borrower will obtain any consent with
      respect to any or all of the Receivables as Lender requests. As often as Lender
      may reasonably request, Borrower shall permit any person designated by Lender,
      at reasonable times during business hours, to inspect the Collateral and the
      location of the Collateral.





-
          4 -


(c)  Insurance .
      Borrower will (1) maintain insurance on the Personalty and its other property
      against loss by fire and such other hazards, casualties and contingencies as
      are
      normally covered by extended coverage policies in effect in the locality where
      such property is located and such other risks as may be specified by Lender,
      from time to time, in amounts and with insurers acceptable to Lender but not
      less than the full replacement value of the Personalty, (2) designate Lender
      as
      both additional insured or loss payee regardless of any breach or violation
      by
      Borrower of any warranties, declarations or conditions contained in such policy;
      (3) endeavor to provide Lender with 30 days prior written notice of any
      cancellation or material change to the policy for any reason and provide that
      such cancellation or change will not be effective as to Lender for 30 days
      after
      receipt by Lender of such notice; and (4) provide that any adjustment of losses
      will be subject to the approval of Lender. Borrower will deliver to Lender
      copies of each such insurance policy upon the execution of this Agreement and
      copies of each renewal policy not less than 30 days prior to the expiration
      of
      the preceding policy and receipt that the premiums thereon have been
      paid.





(d)  Encumbrances
      and Claims .
      Borrower shall not create, incur or permit to exist any Liens on any of its
      property, except for Liens (1) in favor of, or subordinated to, Lender, (2)
      specifically approved by Lender, (3) for taxes not delinquent or being contested
      in good faith, (4) 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, and (5) resulting from deposits or pledges to secure
      payment of workmen's compensation, unemployment insurance, old age pensions
      or
      other social security. Borrower shall promptly defend any action, proceeding
      or
      claim affecting Borrower, the Collateral or its other property. Borrower shall
      promptly notify Lender of the institution of any action, proceeding or claim
      or
      the occurrence of any other event that could have a material adverse effect
      on
      the Collateral, Borrower's other property or the financial condition or
      operations of Borrower if adversely determined.





(e)  Transfers,
      Acquisitions, Mergers, etc .
      Borrower shall not (1) sell, exchange, transfer or otherwise dispose of any
      of
      Borrower's property, except in the normal course of business; (2) buy, rent,
      lease or acquire, directly or indirectly, property from any Related Party or
      in
      which a Related Party has an interest, except in the ordinary course of
      business, or as disclosed in the Financial Information; (3) sell, exchange,
      transfer, lease or otherwise dispose of all or any substantial part of its
      capital assets; (4) make any payments upon or transfer any assets in
      satisfaction, in whole or in part, of any indebtedness subordinated to the
      Indebtedness or any other indebtedness owing to Lender; (5) make or have
      outstanding any loan or advance to any individual or entity, including without
      limitation any Related Party, except as specifically disclosed in the Financial
      Information; (6) purchase any security of any corporation or invest in the
      obligations of any individual or entity; (7) consolidate with or merge into
      any
      other business concern or permit any other business concern to consolidate
      with
      or merge into Borrower; or (8) allow the sale, assignment, pledge, encumbrance
      or transfer to a third party any of the voting stock, partnership interests
      or
      ownership interests (as the case may be) of Borrower.





(f)  Guaranties .
      Borrower shall not endorse, guaranty or become surety for the payment of any
      debt or obligation of any party or contingency, except for (1) recourse on
      the
      obligations of retail purchasers of merchandise from Borrower, (2) endorsements
      to checks and other negotiable instruments for deposit and collection, and
      (3)
      any guaranties executed by Borrower to Lender.





-
          5 -


(g)  Books
      and Records; Inspection .
      Borrower shall maintain full and complete books of account and other records
      reflecting the results of Borrower's operations, in accordance with generally
      accepted accounting principles applied on a consistent basis and shall permit
      any person designated by Lender, at reasonable times during normal business
      hours and as often as Lender may reasonably request, to inspect such books
      and
      records and to make extracts therefrom.





(h)  Periodic
      Financial Statements .
      At
      Lender's request, Borrower shall furnish to Lender the following Financial
      Information in such detail as Lender may reasonably request:





(1)  within
      20
      days after the end of each month, or at such other frequency as Lender may
      reasonably request from time to time, the balance sheet of Borrower and each
      Guarantor, prepared as of the end of such month and their statement of profit
      and loss for such month in such detail as Lender may require from time to time,
      each certified by Borrower and Guarantor (or by an employee or representative
      of
      Borrower and Guarantor acceptable to Lender) as having been prepared in
      accordance with accounting principles consistent with those reflected in
      financial statements required hereunder and as to the truth, accuracy and
      completeness of the information contained therein;





(2)  at
      Lender's request, within 120 days after the end of each of its fiscal years,
      or
      at such other frequency as Lender may reasonably request from time to time,
      a
      balance sheet and a statement of profit and loss and corporate tax return for
      such year. Such balance sheet and statement of profit and loss and corporate
      tax
      return shall fairly present, in all material respects, the financial condition
      of Borrower and Guarantor and the results of their operations in conformance
      with generally accepted accounting principles applied on a consistent basis;
      and





(3)  such
      other financial or other statements respecting the condition, operation and
      affairs of Borrower, Guarantor and their property.





(i)  Actions,
      Claims, etc. Borrower
      shall promptly defend any action, proceeding or claim affecting Borrower, the
      Collateral or its other property and shall promptly notify Lender of the
      institution of any such action, proceeding or claim if the same could have
      a
      material adverse effect upon the financial condition or operations of Borrower
      if adversely determined. Borrower also shall promptly notify Lender of the
      occurrence of any other event the effect or outcome of which could have such
      a
      material adverse effect. Borrower indemnifies and holds Lender harmless from
      and
      against any claims and liability arising out of or in connection with the use,
      operation or ownership of the Collateral.





(j)  Compensation .
      Borrower shall not directly or indirectly (1) increase the compensation paid
      by
      Borrower to the Related Parties specified in Paragraph 5(f), or (2) make any
      other distributions or payments to such Related Parties, other than in the
      ordinary course of business.





(k)  Other .
      Borrower shall provide Lender with at least 30 days' prior written notice of
      a
      change to Borrower'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).





-
          6 -


7.  Events
      of Default; Remedies .





(a)  The
      term
      "Event(s) of Default", as used in the Security Documents, shall mean the
      occurrence or happening, from time to time, of any one or more of the
      following:





(1)  Payment
      of Indebtedness .
      If
      Borrower shall default in the due and punctual payment of all or any portion
      of
      any installment of the Indebtedness and such default shall continue for a period
      of ten days after written notice thereof by Lender to Borrower.





(2)  Performance
      of Obligations .
      If
      Borrower shall default in the due observance or performance of any of the
      Obligations other than payment of money and such default shall not be curable,
      or if curable shall continue for a period of thirty days after written notice
      thereof from Lender to Borrower.





(3)  Bankruptcy,
      Receivership, Insolvency, Etc .
      If
      voluntary or involuntary proceedings under the Federal Bankruptcy Code, as
      amended, or other similar federal or state laws, shall be commenced by or
      against Borrower and the same shall not be dismissed within sixty days of the
      filing of such proceedings.





(4)  False
      Representation .
      If any
      representation or warranty made by Borrower or Guarantor under the Security
      Documents or any other agreement between Borrower and Lender or in any report,
      certificate, financial statement or other statement furnished by Borrower or
      Guarantor to Lender shall prove to have been false or misleading as of the
      date
      such representation or warranty was made.





(5)  Change
      in Ownership and Management .
      If
      there is a change in the ownership or active management and operation by the
      Related Parties in Borrower from that set forth in Paragraph 5(f) hereof, or
      in
      the Guarantor, without the prior written consent of Lender.





(6)  Default
      under Other Agreements .
      If a
      default shall occur under the Security Documents or any other agreement between
      Borrower and Lender, or if any other indebtedness of Borrower to Lender shall
      be
      accelerated, or if payment of any other indebtedness of Borrower to Lender
      which
      is payable on demand shall be demanded.





(7)  Judgment .
      If a
      final judgment for the payment of money in excess of Twenty-Five Thousand
      Dollars shall be rendered against Borrower or Guarantor and the same shall
      remain unpaid for a period of 60 consecutive days during which period execution
      shall not be effectively stayed.





(b)  If
      an
      Event of Default shall occur, Lender may exercise one or more of the following
      remedies:





(1)  Acceleration .
      Lender
      may declare the unpaid portion of the Indebtedness to be immediately due and
      payable, without further notice or demand (each of which is hereby expressly
      waived by Borrower).





(2)  Exercise
      Right of Offset .
      Lender
      may offset and apply any monies, credits or other proceeds or property of
      Borrower that has or may come into the possession or under the control of Lender
      against the Indebtedness.





(3)  Exercise
      Rights with Respect to Intangibles and Receivables .
      With
      respect to the Intangibles and Receivables, Lender shall have 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; (C) to exercise any
      and
      all other rights and remedies that Lender would have with respect thereto as
      if
      it were the absolute owner thereof, and (D) to endorse any checks, drafts or
      other instruments for the payment of money, payable to Borrower or order, that
      may be received by Lender in connection therewith. Borrower shall deliver to
      Lender, upon demand, all of its books and records relating to the Intangibles
      and the Receivables and all instruments and other writings relating thereto
      that
      evidence or constitute all or any portion of the Intangibles and
      Receivables.





-
          7 -


(4)  Exercise
      Other Remedies .
      Lender
      may take possession of the Collateral and dispose of it in any manner permitted
      by law, and Lender may exercise any remedy specifically granted to a secured
      party under the Uniform Commercial Code or any other remedy now or hereafter
      existing in equity, at law or by virtue of statute or otherwise. Lender may
      resort to any other security for the Indebtedness in such order and manner
      as
      Lender may elect.





(c)  Application
      of Proceeds .
      The
      proceeds of any disposition 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. Lender shall account to Borrower for any surplus, and Borrower
      shall be liable to Lender for any deficiency.





(d)  Remedies
      Cumulative and Concurrent .
      The
      rights and remedies of Lender as provided in this Agreement and in the Security
      Documents shall be cumulative and in addition to any other right, remedy or
      power herein specifically granted or now or hereafter existing in equity, at
      law
      or by virtue of statute or otherwise and may be pursued separately,
      successively, concurrently, independently or together against Borrower or any
      Guarantor or against other obligors or against 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 right or 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. Acceptance of payments in arrears shall not waive or affect any right
      of Lender to accelerate the Indebtedness as herein provided.





(e)  Waiver .
      Borrower waives presentment for payment, demand, notice of demand, notice of
      nonpayment or dishonor, protest and notice of protest of any amounts due under
      this Agreement, and all other notices in connection with the delivery,
      acceptance, performance, default, or enforcement of the payment of the amounts
      due under this Agreement. Borrower waives (to the extent that the same may
      be
      waived) the benefit of all valuation, appraisement, and exemption, stay of
      execution and redemption laws now or hereafter in effect.





(f)  Late
      Charges and Interest .
      Time is
      of the essence and if any installment of the Indebtedness is not paid within
      ten
      (10) days of when due, Borrower shall pay to Lender a late charge payment equal
      to five percent (5%) of the amount of such installment or the maximum rate
      permitted by law, whichever is less. If an Event of Default shall occur, then
      Borrower shall pay interest on the Principal Balance of a Loan at the rate
      of
      three percent (3%) per annum over the Applicable Interest Rate for such Loan
      from the date such Event of Default occurred and thereafter.





-
          8 -


8.  Miscellaneous .





(a)  Further
      Assurances .
      Borrower, upon the reasonable request of Lender, will execute, acknowledge
      and
      deliver such further instruments (including, financing statements, estoppel
      certificates and declarations of no set-off) and do such further acts as may
      be
      necessary, desirable or proper to carry out more effectively the purpose of
      this
      Agreement and the Security Documents, to facilitate the assignment or transfer
      of this Agreement, and the Security Documents, and to subject to the liens
      of
      this Agreement and Security Documents any property intended by the terms thereof
      to be covered thereby, and any renewals, additions, substitutions, replacements
      or betterments thereto. Upon any failure by Borrower to execute and deliver
      such
      instruments, certificates and other documents on or before fifteen (15) days
      after receipt of written request therefor, Lender may make, execute and record
      any and all such instruments, certificates and Borrower irrevocably appoints
      Lender the agent and attorney-in-fact of Borrower to do so. Further, Borrower
      will cooperate with Lender in the correction or completion of the Security
      Documents to reflect the agreed upon terms.





(b)  Notice .
      All
      notices, demands, requests and other communications required under this
      Agreement shall be in writing and shall be deemed to have been properly given
      if
      sent by U. S. first-class mail, postage prepaid, addressed to the party for
      whom
      it is intended at 571 Worcester Road, Framingham, MA 01701 (hereinafter
      "Borrower's Address") or the Lender's Address, as the case may be.





(c)  Lender's
      Right to Perform the Obligations .
      Time is
      of the essence. If Borrower shall fail to make any payment or perform any act
      required by the Security Documents, then Lender, upon lapse of any grace or
      notice periods and without further notice to or demand upon Borrower and without
      waiving or releasing any obligation or default, may make such payment or perform
      such act for the account of and at the expense of Borrower, as Lender elects.
      All reasonable and necessary sums so paid by Lender, and all costs and expenses,
      including, without limitation, reasonable attorneys' fees and expenses so
      incurred together with interest thereon, shall constitute additions to the
      Indebtedness, and shall be paid by Borrower to Lender, on demand.





(d)  Severability .
      If any
      provision of this Agreement is prohibited by, or is unlawful or unenforceable
      under, or any one or more of the Obligations is invalid, illegal or
      unenforceable in any respect under, any applicable law, such provision or
      Obligation shall be ineffective to the extent of such prohibition without
      invalidating the remaining provisions of this Agreement; provided, however,
      that
      where the provisions of any such applicable law may be waived, they hereby
      are
      waived by Borrower to the full extent permitted by law.





(e)  Modification .
      This
      Agreement may not be changed, waived, discharged or terminated orally, but
      only
      by an instrument in writing signed by the party against which enforcement of
      the
      change, waiver, discharge or termination is asserted, and then such
      modification, waiver or consent shall be effective only in the specific instance
      and for the specific purpose given.





(f)  Maximum
      Rate of Interest .
      Notwithstanding any provision in the Security Documents, the total liability
      of
      Borrower under the Loan for payments of interest and payments in the nature
      of
      interest, including without limitation, all charges, fees or other sums that
      may
      be deemed to be interest (collectively, "Interest Payments"), shall not exceed
      the limits imposed by applicable usury laws (the "Legal Rate"). In the event
      the
      Interest Payments for any month or other interest payment period exceed the
      Legal Rate, Lender shall apply all Interest Payments collected in excess of
      the
      Legal Rate for the period in question to the outstanding Principal Balance
      as of
      the date of receipt. Further, upon notice to Borrower, Lender may waive, reduce
      or limit the collection of any Interest Payments in excess of the Legal
      Rate.





-
          9 -


(g)  Survival
      of Warranties and Covenants .
      The
      warranties, representations, covenants and agreements set forth in this
      Agreement shall survive the making of the Loan and continue in full force and
      effect until the Indebtedness shall have been paid in full.





(h)  Binding
      Effect .
      This
      Agreement shall be binding upon, and shall inure to the benefit of, the
      successors and assigns of Borrower and Lender.





(i)  No
      Representations by Lender .
      By
      accepting or approving anything required to be observed, performed or fulfilled
      or to be given to Lender pursuant to this Agreement, including without
      limitation any insurance policy, balance sheet, profit or loss statement,
      financial statement, Intangible or agreement, Lender shall not be deemed to
      have
      warranted or represented the sufficiency, legality, effectiveness or legal
      effect of such document, or of any term, provision or condition
      thereof.





(j)  Applicable
      Law .
      This
      Agreement shall be deemed to have been made under, and shall be governed by
      and
      construed according to the laws of the state of Borrower's place of business
      as
      indicated above, including matters of construction, validity and
      performance.





(k)  Loan
      Expenses .
      Borrower shall pay all costs and expenses in connection with the preparation,
      execution, delivery and performance of this Agreement and all other agreements
      and instruments executed in connection herewith, including without limitation
      reasonable fees and disbursements of its and Lender's counsel and recording
      costs and expenses.





(l)  Headings,
      Etc .
      The
      article headings and the section and subsection captions are inserted for
      convenience or reference only and shall in no way alter or modify the text
      of
      such articles, sections and subsections. All references herein to articles,
      sections, sub-sections, paragraphs, clauses and other subdivisions refer to
      the
      corresponding articles, sections, sub-sections, paragraphs, clauses and other
      subdivisions of this Agreement; and the words "herein", "hereof", "hereby",
      "hereto", "hereunder" and words of similar import refer to this Agreement as
      a
      whole and not to any particular article, section, sub-section, paragraph, clause
      or other subdivision hereof. Whenever used, the singular number shall include
      the plural, the plural shall include the singular.





(m)  Entire
      Agreement .
      The
      Security Documents, this Agreement, the Loan Supplements that are now or
      hereafter attached hereto and the other documents executed by Borrower,
      Guarantor and/or Lender in connection with this Agreement constitute the sole
      and entire agreement of the parties with respect to the subject matter
      hereof.





(n)  Counterparts .
      This
      Agreement 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.







-
          10 -





Borrower
      and Lender have executed this Agreement as of the date set forth above intending
      to be legally bound hereby.




**LENDER**:**FORD
                MOTOR CREDIT COMPANY,**
              a
                Delaware corporationBy:Douglas
                J. Hertrich
              Branch
                  Manager


**BORROWER**:**HOMETOWN
                AUTO FRAMINGHAM, INC.,**
              a
                Massachusetts corporation
              Chief
                Executive Office:
              571
                Worcester Road
              Framingham,
                MA 01701By:Corey
                Shaker
              PresidentBy:Charles
                Schwartz
              SecretaryBorrower's Federal Tax ID
              Number:




-
          11 -