GUARANTY


         IN  CONSIDERATION  of  and  in  order  to  induce   Bloomington  Center
Associates,  LLC, a Michigan limited liability company ("BCA"), to enter into an
Operating  Agreement  (the  "Operating  Agreement")  regarding the formation and
operation  of All Night Auto of  Bloomington/Normal,  LLC,  a  Michigan  limited
liability company (the "Company"),  and to make certain capital contributions to
the Company, Midnight Holdings Group, Inc. ("MHG"), Nicholas Cocco ("Cocco") and
Richard  Pulford  ("Pulford")  (each  MHG,  Cocco and  Pulford  are  hereinafter
collectively  referred to as the  "Guarantors"),  hereby covenant and agree with
BCA as follows:

         1. Guarantors,  jointly and severally,  unconditionally guaranty to BCA
the full and prompt  payment  when due of the entire  "Put  Purchase  Price" (as
hereinafter  defined)  to be  paid by the  Class B  Member  (as  defined  in the
Company's  Operating  Agreement)  of the Company to BCA pursuant to Sections 6.5
through  6.8 of the  Company's  Operating  Agreement.  BCA  may  have  immediate
recourse  against  Guarantors  for the full  and  immediate  payment  of the Put
Purchase Price, or any part thereof, which has not been paid in full when due in
accordance  with Section 6.8 of the  Company's  Operating  Agreement;  provided,
however,  that the Guarantors  acknowledge and agree that MHG shall be primarily
liable on this Guaranty and that BCA shall be entitled to first seek  collection
against  MHG under  this  Guaranty  without  first or ever  pursuing  collection
against Cocco or Pulford.

         2. The term "Put  Purchase  Price"  shall have the meaning set forth in
Section 6.7 of the Company's Operating Agreement.

         3. This is a guarantee of payment and not of collection, and Guarantors
agree  that BCA shall not be  obligated  prior to  seeking  recourse  against or
receiving  payment from  Guarantors,  to do any of the  following  (although the
Investor may do so, in whole or in part, at its sole option), the performance of
which are hereby unconditionally waived by Guarantor.

            a.    Take any steps to  collect  the Put  Purchase  Price  from the
                  Class B  Member  or to file  any  claim  of any  kind  against
                  Guarantors or the Class B Member; or

            b.    Take any steps to enforce,  accept,  or perfect BCA's interest
                  in, foreclose upon, or realize on any collateral  security for
                  the payment of the Put Purchase Price or any other guaranty of
                  the Put Purchase Price; or

            c.    In any  other  respect  exercise  any  diligence  whatever  in
                  collecting or attempting to collect the Put Purchase  Price by
                  any means.

         4. Guarantors' liability for payment of the Put Purchase Price shall be
absolute and unconditional,  and nothing except final and full payment to BCA of
the entire Put Purchase Price shall operate to discharge  Guarantors'  liability
under this Guaranty.  Accordingly,  Guarantors  unconditionally  and irrevocably
waive each and every  defense  which under  principles of guaranty or suretyship
law would  otherwise  operate to impair or diminish the  liability of Guarantors
for the Put Purchase  Price.  Without  limiting the  generality of the foregoing
waiver,


<PAGE>

Guarantors  agree that none of the following  acts,  omissions,  or  occurrences
shall  diminish or impair the  liability  of  Guarantors  in any respect (all of
which acts, omissions or occurrences may be done without notice to Guarantors):

            a.    Any   extension,    modification,    indulgence,   compromise,
                  settlement, or variation of any of the terms of the payment of
                  the Put Purchase Price; or

            b.    The  discharge  or release of any  obligations  of the Class B
                  Member or of any other person now or hereafter  liable for the
                  payment of the Put Purchase  Price by reason of  bankruptcy or
                  insolvency laws or otherwise; or

            c.    The acceptance or release by BCA of any collateral security or
                  any other Guaranty, or any settlement, compromise or extension
                  with respect to any collateral security or other Guaranty; or

            d.    The making of demand, or absence of demand, for payment of the
                  Put Purchase Price, or giving,  or failing to give, any notice
                  of dishonor or protest, or any other notice.

         5. Guarantors further unconditionally and irrevocably waive:

            a.    All rights  Guarantors may have, at law or in equity,  to seek
                  or claim subrogation,  contribution,  indemnification,  or any
                  other form of reimbursements from the Class B Member by virtue
                  of any payment(s) made to BCA under this Guaranty or otherwise
                  until the Put Purchase Price shall have been fully and finally
                  paid;

            b.    Any acceptance of this Guaranty;

            c.    Any notice of the  disposition of any collateral  security and
                  any right to object to the  commercial  reasonableness  of the
                  disposition of any such collateral security; and

            d.    Any defenses related to the validity or  enforceability of any
                  documentation  executed by the Class B Member or by Guarantors
                  in connection with payment of the Put Purchase Price.

         6.  Guarantors  acknowledge and agree with BCA that if BCA shall at any
time be required to return or restore to the Class B Member or to any trustee in
bankruptcy,  any payment(s) made of the Put Purchase Price,  this guaranty shall
continue in full force and effect or shall be fully  reinstated  as the case may
be, and Guarantors'  obligation to BCA under this guaranty shall be increased by
the  amount of any such  payment(s)  of the Put  Purchase  Price as BCA shall be
obliged to return or restore.

         7. This Guaranty  shall inure to the benefit of BCA and its  successors
and assigns, including any member of BCA upon the liquidation of BCA.


<PAGE>


         8. This Guaranty shall be binding upon Guarantors and their  successors
and assigns.  This Guaranty may not be  terminated by any act of the  Guarantor,
and shall  continue in full force and effect for so long as any  obligation  for
the payment of the Put Purchase Price remains outstanding.

         9. This Guaranty and all rights and  obligations  hereunder,  including
matters of construction, validity and performance, shall be governed by the laws
of the State of Michigan,  and Guarantors consent to both jurisdiction and venue
in Michigan courts.

         10. This Guaranty  constitutes  Guarantors'  entire agreement with BCA,
and there are no other  agreements,  either  written  or oral,  which  modify or
supplement  Guarantors' said agreement(s) with BCA.  Guarantors  acknowledge and
agree with BCA that this  Guaranty  cannot be modified or amended in any respect
except by an additional writing signed by the Guarantors and BCA.

         11. Guarantors  acknowledge and agree that in the event either Cocco or
Pulford  shall  be  obligated  to pay  any  portion  of the Put  Purchase  Price
hereunder, MHG shall be required to contribute and reimburse to Cocco or Pulford
one hundred percent (100%) of the amount paid by Cocco or Pulford. In such event
neither Cocco nor Pulford shall be entitled to or obligated for any contribution
or reimbursement to the other for any amount of the Purchase Price paid by Cocco
or Pulford.  In the event MHG is  obligated to pay all or any portion of the Put
Purchase  Price,  neither  Cocco nor Pulford  shall be obligated  to  contribute
towards or reimburse  MHG for any portion of the Put Purchase  Price paid by MHG
and MHG will not seek such contribution or reimbursement from Cocco or Pulford.

         12. This Guaranty may be executed in any number of counterparts  and/or
telefacsimile each of which shall be deemed a valid original, but which together
shall constitute a single instrument.


Dated: October 20, 2006                        GUARANTORS:


                                               /s/ Nicholas Cocco
                                               ---------------------------------
                                               Nicholas Cocco

                                               /s/ Richard Pulford
                                               ---------------------------------
                                               Richard Pulford

                                               Midnight Holdings Group, Inc.
                                               a Delaware corporation

                                               By: /s/ Nicholas Cocco
                                                   -----------------------------
                                                        Nicholas Cocco
                                               Its:     CEO and Chairman