OPTION AGREEMENT


         This Option  Agreement  is entered  into as of this 20th day of October
2006, by and between  Bloomington Center Associates  ("BCA"), a Michigan limited
liability   company  and  Midnight  Auto  Franchise   Corporation,   a  Michigan
corporation ("MAFC") and Midnight Holdings Group, Inc. ("MHG").

                                 R E C I T A L S

         A. WHEREAS, of even date herewith, MHG, MAFC, a wholly-owned subsidiary
of MHG,  and BCA formed All Night Auto of  Bloomington/Normal,  LLC ("ANA  B/N")
pursuant  to that  certain  Operating  Agreement  of  even  date  herewith  (the
"Operating  Agreement")  for the  purpose of owning and  operating  auto  repair
service and retail stores in Illinois (the "Stores");

         B. WHEREAS,  BCA agreed to invest  $475,000.00  for the working capital
necessary  for the launch of a retail store and MAFC agreed to manage such store
along with a contributed  service center pursuant to the Operating Agreement and
that  certain  Management  Agreement  of even  date  herewith  (the  "Management
Agreement");

         C.  WHEREAS,  MAFC plans to open  additional  service and retail stores
throughout  the United  States  similar to the initial  retail store and service
center owned by the ANA B/N and managed by MAFC; and

         D.  WHEREAS,  the  parties  hereto are  desirous  of  granting  BCA the
opportunity  to  invest  in and  own  multiple  future  hub  and  spoke  service
center/retail store combinations  throughout the United States (except for those
market areas already  committed to others, a list of which is attached hereto as
Exhibit A) (such store  combinations  exclusive  of those set forth on Exhibit A
the "Future Stores").

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree:

         1. GRANT OF ASSIGNABLE OPTION TO ACQUIRE EQUITY INTEREST IN FUTURE
STORES.

         In consideration of the foregoing,  MAFC, MHG and their related parties
and affiliates hereby grants BCA an irrevocable assignable option (the "Option")
to acquire 100% of the equity interest in any and all Future Stores on the terms
and  conditions  set forth herein.  Provided,  however,  in the event that there
exists no uncured event of default under the Operating  Agreement,  the Guaranty
attached thereto as Exhibit D, this Option  Agreement,  and further provided the
Management  Agreement has not been  terminated by ANA B/N, then the Option shall
not be  assigned to a person,  business  or entity  that sells or provides  auto
repair retail products or services,  or manages franchises that sell such retail
products or services, or is otherwise a competitor of ANA B/N.



<PAGE>




         2. EXERCISE OF OPTION.

                  a. MAFC and/or MHG shall  notify BCA each time  Future  Stores
      are to be opened. BCA, or its assignee(s) may, within thirty (30) days, in
      its sole  discretion,  exercise the Option after  receiving in writing the
      following from MAFC or MHG:

                    i.   Executed  Letters  of Intent  for leases for the Future
                         Stores locations;

                    ii.  Financial projections for the Future Stores which shall
                         include in  reasonable  detail a budget,  business plan
                         and pro forma financial statements.

                    iii. A narrative  discussion  of the merits of the  proposed
                         Future Stores;

                    iv.  Such other  information as may be reasonably  requested
                         by BCA.

         The foregoing  items must be complete and accurate,  to the  reasonable
satisfaction of BCA, prior to the commencement of the 30 day time period.

                  b. If BCA exercises  the Option,  it shall notify MAFC and MHG
      in  writing  within  thirty  days of the  receipt  of the items in Section
      2(a)(i)  through (iv) above,  and deposit  $25,000.00  in the client trust
      account of Seyburn, Kahn, et al.

         3. PURCHASE OF EQUITY AND CLOSING.

                  a. The closing  pursuant to the  exercise of the Option  shall
occur at such date as the  parties  shall  mutually  agree but in no event later
than forty (40) days after BCA's exercise of its Option.

                  b. The closing shall consist of the following:

                    i.   The  execution  by the parties  hereto of a  Management
                         Agreement, and Subleases in the form attached hereto as
                         Exhibit A (the "Model Documents");

                    ii.  The  formation  by BCA of a limited  liability  company
                         (the "LLC") to own and operate the Future Stores;

                    iii. The deposit in the bank  account of the LLC  sufficient
                         funds for the  working  capital of the  Future  Stores;
                         provided  however,  it is estimated that generally this
                         would amount to  $375,000.00  for a  comparable  retail
                         store and $400,000.00  for a comparable  service store.
                         Stores  in  certain


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<PAGE>

                         geographical  locations may have increased or decreased
                         costs due to market  conditions  which may  require  an
                         increase or  decrease  in funding.  BCA may in its sole
                         discretion,   cause  the  LLC,  to  finance  or  lease,
                         property and  equipment to be used in the  operation of
                         the Future Stores in lieu of a capital  contribution in
                         cash.

         4. DAMAGES.  In the event that MAFC, or any related party or affiliate,
directly or  indirectly,  opens  Future  Stores  without  first  allowing BCA to
exercise  its Option then BCA shall be entitled to receive  twenty  (20%) of the
gross revenue  received by MAFC, MHG or its related  parties and affiliates from
such  Future  Stores.  Gross  revenue  shall  include any amounts of any kind or
nature  received  from such Future  Centers  including  but not limited to fees,
royalties, rents, or sales proceeds.

         5. TERMINATION OF OPTION. In the event both of the following conditions
have been  fulfilled,  the Option shall  terminate  upon sixty (60) days advance
written notice by MAFC to BCA:

                  a. Neither MHG nor MAFC have breached any of the terms of this
      Option Agreement, the Operating Agreement or the Management Agreement; and

                  b. MAFC and MHG have opened  Future Stores on at least six (6)
      consecutive  occasions  where BCA has  failed to  exercise  its Option and
      where MAFC and MHG have  obtained  the  working  capital  for such  Future
      Stores from third parties on  substantially  the same terms and conditions
      as set forth in the Option. In the event BCA exercises its Put right under
      the Operating Agreement,  or similar Put rights under Operating Agreements
      applicable to Future  Stores,  the Stores or Future  Stores  applicable to
      such Put rights shall not be deemed  Stores or Future  Stores with respect
      to which BCA has failed to exercise its Option hereunder.

         6. FURTHER  DOCUMENTS AND ACTIONS.  MAFC, MHG and BCA shall perform all
further  acts  and  execute  any and all  further  documents  as are  reasonably
required or necessary  to carry out the acts and  transactions  contemplated  by
this Option Agreement.

         7. GOVERNING  LAW. This  Amendment  shall be governed by the law of the
State of Michigan, without application of its choice of laws rules.

         8. ARBITRATION. Any dispute between the parties regarding any provision
in this  Agreement  shall be  resolved at the option of the  aggrieved  party by
expedited binding arbitration before a single arbitrator  according to the rules
of commercial  arbitration of the American  Arbitration  Association  (AAA). The
parties need not use the services of AAA or an AAA selected  arbitrator  if they
can agree among themselves on a neutral arbitrator and suitable location. If the
parties are unable to so agree,  then such arbitration  shall be conducted using
the  services  and  facilities  of the  AAA.  Such  arbitration  shall  occur in
Southfield,  Michigan. Judgment upon the award of the arbitrators may be entered
by any court of competent jurisdiction.  Costs of the arbitrator and fees of AAA
shall be allocated among the parties as determined by the arbitrator.

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<PAGE>


         9. WAIVER OF JURY  TRIAL:  THE  PARTIES  ACKNOWLEDGE  THAT THE RIGHT TO
TRIAL BY JURY IS A  CONSTITUTIONAL  ONE, BUT THAT IT MAY BE WAIVED.  EACH PARTY,
AFTER  CONSULTING  (OR HAVING HAD THE  OPPORTUNITY  TO CONSULT)  WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY
RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION  REGARDING THE PERFORMANCE
OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO: (i) THIS AGREEMENT;  or (ii) ANY OF
THE TRANSACTIONS OR OTHER AGREEMENTS CONTEMPLATED BY THIS AGREEMENT.

         10.  ENTIRE  AGREEMENT.  This  writing  contains  the entire  agreement
between the parties with respect to the subject matter hereof and is intended to
be a fully integrated  expression of the parties'  intentions and is intended to
supersede any prior on contemporaneous negotiations or agreements.

         11. SECTION HEADINGS.  The section headings contained in this Amendment
are for  reference  purposes  only and do not in any way affect  the  meaning or
interpretation of the text of this Agreement.

         12.   COUNTERPARTS.   This   Amendment   may  be  executed  in  several
counterparts,  each of which  will be deemed an  original  but all of which will
constitute one and the same.

                         (signatures on following page)

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                                            BLOOMINGTON CENTER ASSOCIATES LLC,
                                            a Michigan limited liability company

                                            By: /s/ Philip Elkus
                                               -------------------------------
                                                  Philip Elkus
                                            By:
                                            Its:     Manager


                                            Midnight Auto Franchise Corporation,
                                            a Michigan corporation


                                            By: /s/ Nicholas Cocco
                                                --------------------------------
                                                    Nicholas Cocco
                                            Its:    President


                                            Midnight Holdings Group, Inc.,
                                            a Delaware corporation


                                            By  /s/ Nicholas Cocco
                                              ----------------------------------
                                                    Nicholas Cocco
                                            Its:    President

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