ALL NIGHT AUTO BLOOMINGTON/NORMAL, LLC
                      BUSINESS MANAGEMENT SYSTEM AGREEMENT


         This Agreement is made this 20th day of October,  2006 between MIDNIGHT
AUTO FRANCHISE  CORPORATION  ("MAFC")  MIDNIGHT HOLDINGS GROUP, INC. ("MHG") and
ALL NIGHT AUTO OF BLOOMINGTON/NORMAL, LLC ("ANA B/N").

                                    RECITALS

A.    MAFC, a  wholly-owned  subsidiary of MHG,  through  affiliated  companies,
      operates  auto repair  centers  under the name and logo "All Night  Auto."
      MAFC has also  franchised  the "All Night Auto"  concept in other  states.
      MAFC  franchisees  operate their stores in accord with the "All Night Auto
      Preferred Business Management System."

B.    ANA B/N was formed,  with a view  toward  opening  and  operating  certain
      stores in Illinois.

C.    Bloomington  Center  Associates,  LLC  ("BCA"),  MHG and MAFC have  become
      partners via ANA B/N in the retail and service stores operated by ANA B/N;

D.    MAFC has entered into that certain Sponsorship Agreement (the "Sponsorship
      Agreement") simultaneously herewith with Landlord & Associates Management,
      Inc.  and/or  Eastland  Mall,  LLC, a  Delaware  corporation  and  limited
      liability company,  respectively,  governing the advertising and marketing
      of MAFC's and ANA B/N's name and logo and retail and service facilities;

E.    The parties hereto acknowledge that ANA B/N is a joint venture between BCA
      and MAFC, and is not a franchise of MAFC.

F.    MAFC shall  manage the  retail and  service  stores and make the All Night
      Auto Preferred Business  Management System (the "System") available to ANA
      B/N.

G.    The  parties  hereto  acknowledge  and agree that from  October  20,  2006
      through December 31, 2006, MAFC will provide extensive services apart from
      and in addition to the management services contemplated by this Management
      Agreement and in exchange  therefore will receive an additional payment of
      $100,000.00  and the receipt of a Class B  Membership  Interest in ANA B/N
      which the parties have valued at $200,000.00.

NOW, THEREFORE, the parties agree as follows:

      1.    THE SYSTEM. The All Night Auto Preferred Business  Management System
            is set forth in "All Night Auto  Operating  Procedures  Manual  (the
            "Manual") attached hereto as Exhibit A. MAFC agrees to provide goods
            and   services   to  ANA  B/N  AS  IF  ANA  B/N  were  a   franchise
            owner/operator  under the Manual (including any amendments thereto),
            and ANA B/N agrees to perform and make  payments to MAFC (except for
            royalty  fees) in  accordance  with the  Manual AS IF ANA B/N were a
            franchise   owner/operator   thereunder.   Provided,   however,  the
            allowable fees that may be charged by MAFC in exchange for providing
            such goods



<PAGE>

            and services shall be as set forth on Exhibit B attached hereto.  In
            addition,  MAFC  covenants  and agrees to provide the  property  and
            equipment  set forth on  Exhibit C hereto  for the use of ANA B/N in
            the operation of the service and retail stores.

      2.    MAFC  OBLIGATIONS.  In exchange  for the  payments to be received by
            MAFC  pursuant  to this  Management  Agreement,  MAFC  agrees to the
            following:

            a.    MAFC will timely pay all  operating  costs and expenses of any
                  kind or nature  associated  with the  operation of the ANA B/N
                  service and retail stores.  In addition,  all operating costs,
                  expenses  and  payables  attributable  to persons or  entities
                  unrelated  and  unaffiliated  with MAFC shall be paid prior to
                  MAFC remitting any fees to itself.

            b.    Any fees  incurred  and  unpaid to MAFC  shall not  exceed Two
                  Hundred Seventy-Five Thousand and 00/100 ($275,000.00) Dollars
                  at any time. As used herein  "fees"  refers to the  percentage
                  markup set forth on the attached  Exhibit B. If fees  incurred
                  and unpaid to MAFC exceed this threshold,  then MAFC agrees to
                  provide  goods and  services at its cost  without any mark-up,
                  until  such time as the fees  incurred  and unpaid to MAFC are
                  reduced below this  threshold (at which point,  MAFC may again
                  resume  charging the fees under Exhibit B). MAFC's  obligation
                  to pay all of the  operating  costs  and  expenses  of ANA B/N
                  shall  continue in full force and effect  notwithstanding  any
                  period in which it has not been paid its fees or is  otherwise
                  providing goods and services at its cost.

            c.    All cash in excess of  operating  costs and  expenses and fees
                  shall be immediately deposited in the ANA B/N bank account.

            d.    MAFC  shall  provide  ANA  B/N  a  monthly  financial/business
                  report,  including  such items and in such form as ANA B/N may
                  reasonably request.  Such  financial/business  report shall be
                  provided in writing  within  twenty (20) days after the end of
                  each month.

      3.    TERMINATION.  This  Agreement  may be  terminated by ANA B/N, in its
            sole and absolute discretion,  upon the occurrence of any one of the
            following  events after thirty (30) days written  notice and, in the
            case of a, b and c below, a failure by MAFC to rectify or remove the
            applicable default within such thirty (30) day period:

            a.    Upon the failure by MAFC to timely pay the operating  expenses
                  of the service and retail stores which has caused a disruption
                  in the supply of products  or  services  utilized in ANA B/N's
                  business operations or a default by MAFC under the Sponsorship
                  Agreement;

            b.    Upon  the   failure  of  MAFC  to   provide   ANA  B/N  timely
                  financial/business monthly reports;

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<PAGE>


            c.    Upon the  failure by MAFC to deposit  excess  cash to the bank
                  account of ANA B/N;

            d.    In the event ANA B/N loses in excess of Three Hundred Thousand
                  and 00/100 ($300,000.00) Dollars in any fiscal year; or

            e.    The mutual consent of ANA B/N and MAFC.

      4.    MISCELLANEOUS.  All of the terms and  conditions  of this  Agreement
            shall  be  binding  upon  and  inure to the  benefit  of the  heirs,
            successors,  administrators,  legal  representatives and assigns, as
            the case may be, of the parties.  This Agreement,  together with the
            rights,  duties and  obligations  hereunder,  shall be  construed in
            accordance  with  Michigan  law.  The  paragraph  headings  in  this
            Agreement are inserted merely for the convenience of the parties and
            shall not be used to construe or modify the terms of this  Agreement
            in any  respect.  If any  provision  of this  Agreement is held by a
            court of competent jurisdiction to be invalid, void or unenforceable
            in any manner,  the  remaining  provisions of this  Agreement  shall
            nonetheless continue in full force and effect without being impaired
            or  invalidated  in any way. In addition,  if any  provision of this
            Agreement may be modified by a court of competent  jurisdiction such
            that it may be enforced,  then that  provision  shall be so modified
            and as modified shall be fully enforced.  Except as otherwise stated
            in this Agreement,  this Agreement contains the entire understanding
            of the parties with respect to its subject  matter,  and  supersedes
            all  prior  and  contemporaneous   agreements,   understandings  and
            negotiations.   No  parol  evidence  of  prior  or   contemporaneous
            agreements,  understandings or negotiations  shall govern or be used
            to  construe  or modify  this  Agreement.  No  modification  of this
            Agreement shall be deemed  effective unless in writing and signed by
            the  parties.  No  modification  of this  Agreement  shall be deemed
            effective unless  authorized by the manager,  president or the chief
            executive  officer of the parties as  applicable.  Failure of either
            party to  complain  of any act or  omission on the part of the other
            party (no matter how long the same may continue) shall not be deemed
            to be a  waiver  by  such  party  of any of its  rights  under  this
            Agreement.  No  consent  or  waiver  by any party at any time of any
            provision of this  Agreement  shall be deemed a consent to any other
            action  or  waiver of any  breach  of any  other  provision  of this
            Agreement  or a consent to any future  action or later breach of the
            same or any other provision of this Agreement. This Agreement may be
            executed in multiple counterparts,  each of which shall be deemed an
            original  and all of  which  shall  constitute  one  agreement.  The
            signature  of any party to any  counterpart  shall be deemed to be a
            signature  to, and may be appended  to, any other  counterpart.  The
            parties agree that all actions arising directly or indirectly out of
            this Agreement shall be litigated only in the United States District
            Court for the Eastern District of Michigan,  Southern  Division,  or
            the Oakland County,  Michigan  Circuit Court, and the parties hereby
            irrevocably consent to the personal  jurisdiction and venue of those
            courts over the parties to this Agreement.

      5.    ARBITRATION. Any dispute between the parties regarding any provision
            in this  Agreement  shall be resolved at the option of the aggrieved
            party by expedited


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<PAGE>

            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.

      6.    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.

         IN WITNESS  WHEREOF the parties  have signed this  Agreement  as of the
date written above.

                                      (signatures on following page)

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<PAGE>


                              "MHG"

                              Midnight Holdings Group, Inc.


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



                              "MAFC"

                              Midnight Auto Franchise Corporation


                              By: /s/ Nicholas Cocco
                                  ----------------------------------------------
                                       Nicholas Cocco, President and CEO



                              "ANA"

                              All Night Auto of Bloomington/Normal, LLC

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


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<PAGE>


                                    EXHIBIT A

                    ALL NIGHT AUTO FRANCHISE POLICIES MANUAL



                                       6


<PAGE>


                                    EXHIBIT B

                                 ALLOWABLE FEES

         Midnight Auto  Franchise  Corp  ("MAFC") is the  exclusive  supplier of
labor,  management,  inventory,  advertising,  real estate  facilities and other
services to All Night Auto of  Bloomington/Normal  ("ANA B/N").  To supply these
services,  MAFC has  entered  into or will enter into  certain  agreements  with
various  suppliers  on a national,  regional or local basis in support of one or
more All Night Auto(R) branded retail and/or Service  Center.  MAFC shall charge
ANA B/N on a monthly basis the following  fees for the  management of and supply
of   products   and   services   to  the   operations   of  All  Night  Auto  of
Bloomington/Normal:

         FACILITY  MANAGEMENT  FEES:  MAFC shall enter into all facility  leases
with the  owners of the  facilities.  MAFC  shall pay all lease  fees as well as
manage and maintain the  relationship  with each landlord and shall sublease the
facility to ANA B/N,  shall pass through rent and all other  charges  under such
lease to ANA B/N, and shall not charge a mark-up for providing these services.

         EQUIPMENT  HARDWARE/SOFTWARE  MANAGEMENT  FEES  (ANAPEN/ANALAN/ANASMS):
MAFC shall acquire,  install and maintain all required retail and service center
equipment required to initially operate and manage the business of ANA B/N. MAFC
shall pay all fees to the vendors  directly as well as manage and maintain  such
systems.  MAFC shall  contribute  all such  equipment to ANA B/N (and shall pass
through any warranties,  management  agreements,  service agreements,  etc. with
respect to such equipment).  Subsequent equipment required to operate and manage
the business of ANA B/N beyond the initially  contributed property and equipment
shall be resold to ANA B/N by MAFC at MAFC's  actual cost plus MAFC shall charge
a 33% mark-up to such cost.

         RETAIL AND AUTOMOTIVE  PRODUCT INVENTORY AND MAINTENANCE FEES (ANAPPN):
MAFC  shall  acquire  and  resell  to ANA B/N  all  inventories  and  automotive
replacement  parts  necessary to operate the ANA B/N  facilities  (both  initial
inventory and replacement  parts and  replenishment of inventory and replacement
parts).  MAFC's cost to ANA B/N for the resale of such items shall equal  MAFC's
actual cost of such items,  plus MAFC shall charge ANA B/N a 33% mark-up for the
management,   maintenance  and  acquisition  of  all  inventory  and  automotive
replacement parts.

         RETAIL AND AUTOMOTIVE  OPERATING SUPPLIES (ANAPSN):  MAFC shall acquire
and resell to ANA B/N all retail and automotive  operating supplies on behalf of
ANA B/N. MAFC shall charge ANA B/N its actual cost of acquiring such items, plus
a 33% markup for the management, maintenance and acquisition of all Supplies.

         RETAIL AND AUTOMOTIVE MARKETING (ANAPMN/ANAPCN): MAFC shall acquire and
maintain all marketing and  advertising  on behalf of ANA B/N. MAFC shall charge
ANA B/N its  actual  cost of all  such  marketing  and  advertising,  plus a 33%
mark-up  for  the  management,  maintenance  and  acquisition  of all  marketing
initiatives and/or programs developed for it.

         RETAIL AND SERVICE CENTER  FINANCIAL  MANAGEMENT  (ANAPFN):  MAFC shall
install and maintain its  centralized  financial  network as required at each of
the  operating  retail and service  centers  under  Agreement  with ANA B/N. All
financial  transactions  occurring at the facilities shall be processed  through
the ANAPFN.



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<PAGE>



                                    EXHIBIT C

                             PROPERTY AND EQUIPMENT

         THE  FOLLOWING  IS A LISTING OF THE PROPERTY  AND  EQUIPMENT  CURRENTLY
INSTALLED AND OPERATING AT ALL NIGHT AUTO OF BLOOMINGTON/NORMAL:


  Tire Changer                             Printer 2550L
  Bench, Single                            Printer 2550L
  Brake Lathe and Parts                    Shelf, Boltless
  Adapter Promo (Kit C)                    Shredder, Confetti
  2-Ton Tri-Pod Jack Stand                 50' Hose Assembly
  3/8 X 50 Ft. Auto                        Hangars & Hardware
  Oxyacetylene Welding                     10' Hose Assembly
  Utility Cart Black                       1000 Lb Trans Jack
  Wheel Charger 70/60 250                  2 Ton Jack
  Adapter 3" Bell                          Reel 40' Stubby w/Tool
  3" Y Assembly                            Wheel Weight Set
  Exhaust Hose 3" X 11'                    Rotor Gage Digital
  Drum Micrometer                          Gear-Driver Set
  Network Module                           1-1/2 LB Dead Blow
  Digital Photo/Video                      Tool Set
  Remote                                   Filter Wrenches
  Sensors                                  Cabinet-Strg 24DX72H
  4 Post Open Fnt Air Line KT              Cabinet-Strg 18DX72H
  Mobile Cabinet                           Wet/Dry Vacuum 10-Gal
  6-1/2" Workshop Vise                     IBM PC
  Pisto Grip                               IBM PC
  Waste Oil Drain                          Ground Sign
  Engine Carbon Cleaner                    Norton Anti Virus
  3 Arm Eng Bar                            5-Port Switchs
  Tester, MM Battery                       Warranty
  Battery Tester Printer                   C170 CRT
  Genisys '04                              L170 LCD Monitor
  AC Recover Recycle                       Color Laser Jet Printer (2)
  Mounted Frame                            Wireless Security
  72 X 29 Work Bench                       Payment PC and Cash Drawer
  Alignment Tool Set                       500 VA/ 300,480
  2000-LB Fold-Up Crane                    DSL Router
  Wet/Dry Vac                              Microsoft Office Standard Software
  Grease Adapter                           Payment Keyboard
  Gas Caddy W/Ind                          Antenna 2.4 GHZ
  UV Dye Leak Kit                          Server, Part of IBM
  Transmission Fluid                       Server
  Coolant System Service
  Wheel Balancer
  2 Tablet System
  Technician Kit
  Service Writer Kit
  Docking Station w/Keyboard
  Fax, Copier
  Microwave
  Coffee Maker
  File, Vert 4-DWR