OPERATING AGREEMENT

                                       OF

                    ALL NIGHT AUTO OF BLOOMINGTON/NORMAL, LLC

                      A MICHIGAN LIMITED LIABILITY COMPANY


                  THIS AGREEMENT ("Operating  Agreement") is made and adopted as
of October 1, 2006, with respect to ALL NIGHT AUTO OF BLOOMINGTON/NORMAL, LLC, a
Michigan limited liability company (the "Company").  The Members of the Company,
are those parties listed on EXHIBIT A attached hereto.

                  The Company's Manager is Philip Elkus (the "Manager").

                  The Company's Tax Matters Partner is Philip Elkus.

                                R E C I T A L S:

                  The Members,  the Manager and the Company desire to enter into
this Agreement.

                  A. Midnight Auto  Franchise  Corp.  ("MAFC"),  a  wholly-owned
subsidiary of Midnight Holdings Group,  Inc. ("MHG"),  owns certain property and
equipment and has leased certain locations that can be utilized in the operation
of auto repair service and retail centers and shall make available such property
and equipment and sublease such locations to the Company.

                  B. MAFC and MHG shall enter into a Management  Agreement  with
the Company in the form  attached as Exhibit C and MAFC shall  receive a Class B
Membership Interest in exchange therefore.

                  B. The  parties  have  formed  the  Company  to  engage in the
business of operating auto repair service and retail centers.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants and agreements contained herein, the parties agree as follows:

                                    ARTICLE I
                                  ORGANIZATION

         1.1  FORMATION.  The Company has been formed  pursuant to the  Michigan
Limited Liability Company Act, being Act No. 23, Public Acts of 1993, as amended
by Act No. 52,  Public  Acts of 1997 (the  "Act"),  by the filing of Articles of
Organization ("Articles").
<PAGE>


         1.2   NAME.   The  name  of  the   Company   is  ALL   NIGHT   AUTO  OF
BLOOMINGTON/NORMAL,  LLC. The Company may also conduct its business under one or
more assumed names.

         1.3 PURPOSE. The purpose of the Company is to engage in the business of
operating  auto repair  service and retail  centers  (the  "Business"),  and all
activities and  transactions as may be necessary or desirable in connection with
the achievement of the foregoing purpose.

         1.4 DURATION.  The Company shall continue in existence  indefinitely or
until  the  Company  shall  be  sooner  dissolved  and its  affairs  wound up in
accordance with the Act or this Operating Agreement.

         1.5 REGISTERED  OFFICE AND RESIDENT AGENT. The "Registered  Office" and
"Resident  Agent" of the Company shall be as designated in the initial  Articles
or any amendment  thereof.  The Registered  Office and/or  Resident Agent may be
changed from time to time,  in  accordance  with the Act. If the Resident  Agent
shall resign, the Company shall promptly appoint a successor.

         1.6  INTENTION  FOR  COMPANY.  The Company has been formed as a limited
liability company under and pursuant to the Act. The Members specifically intend
and agree that the Company is a limited  liability company under and pursuant to
the Act.

                                   ARTICLE II
                                   DEFINITIONS

         2.1  "AFFILIATE"  shall mean,  with  respect to any  Person,  any other
Person  directly or indirectly  controlling or controlled by, or under direct or
indirect  common  control  with,  such Person,  and shall  include any member or
manager of the Company or any relative  (by blood,  marriage or adoption) of any
such member or manager.  A Person shall be deemed to control  another  person if
such Person possesses  directly or indirectly,  the power to direct or cause the
direction of the management and policies of such other Person,  whether  through
the ownership of voting securities or other ownership interests,  by contract or
otherwise.

         2.2 "BUSINESS" shall have the meaning set forth in Section 1.3.

         2.3  "BUSINESS  PLAN /  BUDGET"  shall  mean the  Operating  Pro  Forma
attached hereto as Exhibit B.

         2.4  "CAPITAL  CONTRIBUTION"  shall mean the amount of cash or property
contributed  to the  capital  of  the  Company  by a  Member,  increased  by any
additional cash  contributions made to the capital of the Company by such Member
and  decreased  by the amount of any  distributions  made by the Company to such
Member which constitutes a return of capital, pursuant to Section 4.1(b) hereof.
The  Preferred  Return  Amount  shall  not be deemed a return  of  capital.  Any
reference  to the Capital  Contribution  of a Member  shall  include the Capital
Contribution made by a predecessor in interest of such Member.


                                       2
<PAGE>

         2.5 "CLASS A MEMBER(S)" AND "CLASS A MEMBERSHIP INTEREST(S)" shall mean
the Members and  Membership  Interests of the party or parties listed as Class A
Members on the attached Exhibit A.

         2.6 "CLASS B MEMBER(S)" AND "CLASS B MEMBERSHIP INTEREST(S)" shall mean
the Members and  Membership  Interests of the party or parties listed as Class B
Members on the attached Exhibit A.

         2.7 "CLASS C MEMBER(S)" AND "CLASS C MEMBERSHIP INTEREST(S)" shall mean
the Members and  Membership  Interests of the party or parties listed as Class C
Members on the attached Exhibit A.

         2.8 "CODE" shall mean the Internal Revenue Code of 1986, as amended, or
corresponding provisions of subsequent superseding federal revenue laws.

         2.9 "CONSENT OF THE MEMBERS", or any derivation thereof, shall mean the
consent of the majority in interest of the Class A Membership Interests only.

         2.10 "MANAGER" shall mean the Person identified in the Preamble to this
Agreement,  or such other Person  appointed in accordance with the terms of this
Agreement.

         2.11  "MEMBERSHIP  INTEREST"  shall mean,  with respect to each Member,
such  Member's  entire  rights and  interest in the  Company  and the  Company's
property,  assets,  capital and  business,  including,  but not limited to, such
Member's right to receive distributions of the Company's assets and any right to
participate in the management of the Company's affairs, all as and to the extent
provided  in this  Agreement  and the  Act.  Each  Member's  initial  Membership
Interest is set forth on EXHIBIT A.

         2.12 "NET CASH FLOW" shall mean all cash  receipts of the Company  from
whatever source, less all cash expenditures by the Company to persons other than
Members  in their  capacity  as  Members,  and less  normal and  customary  cash
reserves as determined by the Manager in his reasonable discretion.

         2.13 "PERSON" shall mean any individual,  trust,  estate,  partnership,
association, firm, company, corporation or other entity.

         2.14  "PREFERRED  RETURN AMOUNT" means with respect to each  Membership
Interest for each fiscal year,  an amount equal to the product of the  Preferred
Return Rate times the weighted  average  balance of the Capital  Contribution of
each Membership  Interest during such year. The weighted  average balance of the
Capital  Contribution  shall mean the amount  obtained by adding the balances of
the Capital  Contribution of each Membership  Interest on each day of the fiscal
year and dividing the sum by the number of days in such fiscal year.

         2.15 "PREFERRED RETURN RATE" means seventeen (17%) percent per annum.

                                       3
<PAGE>

         2.16  "SPONSORSHIP  AGREEMENT"  means that certain  agreement  executed
simultaneously  herewith,  by and  between  the Class B Member  and  Landlord  &
Associates Management, Inc., a Delaware corporation and/or Eastland Mall, LLC, a
Delaware limited  liability  company  governing the marketing and advertising of
the  Company's  and  Class B  Member's  name and logo and  retail  and  services
facilities.

         2.17 "TAXABLE INCOME" and "TAXABLE LOSSES" shall mean, for each taxable
year of the Company or other period,  an amount equal to the  Company's  federal
taxable  income or loss (as is  appropriate)  for such year or other period,  as
determined  in  accordance  with Code  Section  703(a)  (including  all items of
income,  gain, loss or deduction  required to be stated separately under Section
703(a)(1) of the Code).

         2.18 "TAX MATTERS  PARTNERS"  shall mean the Person  identified  in the
Preamble to this Agreement, or any other Person appointed in accordance with the
terms of this Agreement.

         2.19 "TREASURY REGULATIONS" shall mean and include proposed,  temporary
and final regulations promulgated under the Code in effect as of the date of the
filing of the Articles of  Organization  and the  corresponding  sections of any
regulations subsequently issued that amend or supersede such regulations.

                                   ARTICLE III
                CAPITAL, PARTICIPATION IN PROPERTY AND LIABILITY
                ------------------------------------------------

         3.1  MEMBERS'  INITIAL  CAPITAL  CONTRIBUTIONS.  In exchange  for their
respective  Membership  Interest,  each Member shall contribute to the Company's
Capital the amount set forth on Exhibit A attached hereto.

         3.2 ADDITIONAL COMPANY FUNDS. In the event that it is determined by the
Manager that additional  capital is necessary to fund the Company's  operations,
the Manager  shall  request the  Members to tender the  required  capital to the
Company  on a pro  rata  basis  in  accordance  with  each  Member's  respective
Membership  Interest in the Company ("Capital Call"). If any Member (referred to
for purposes of this Section 3.2 as a "Defaulting  Member") fails for any reason
to contribute its share of the Capital Call by the date set by the Manager,  the
non-defaulting Members shall have the right and option to provide the additional
capital not  provided by the  Defaulting  Member,  on a pro rata basis.  In such
event,  the interest of the  Defaulting  Member shall be diluted.  The amount by
which a  Defaulting  Member's  interest  shall be reduced  shall be that amount,
determined by the Manager in his reasonable  discretion,  required to be granted
to the  non-defaulting  Members in order to induce  such  Member(s)  to make the
additional  capital  contribution.  The  Manager in  exercising  his  reasonable
discretion may take into account the financial position of the Company, the lack
of marketability and free  transferability  of the interest,  the market returns
required  for  similar  investments  and any  other  relevant  facts as he shall
reasonably determine.

         The  amount  by which a  Defaulting  Member's  Membership  Interest  is
reduced shall be allocated to the Members who provided the additional capital in
accordance  with  the  respective  capital  contributed  by  the  non-defaulting
Member(s)  in the place of the  Defaulting  Member.  In the


                                       4
<PAGE>

event any option to reduce a Member's  Membership  Interest is  exercised as set
forth in this  Section  3.2,  the  Manager is granted the  irrevocable  power of
attorney to execute and deliver on behalf of any  Defaulting  Member any and all
instruments,  documents or writings as may be necessary, proper or convenient to
consummate the reduction of any such  Defaulting  Member's  Membership  Interest
herein.  In the event no existing Member desires to make the additional  capital
contribution  on behalf of the  Defaulting  Member the  manager  may admit a new
Member or Members to provide such additional capital.

         3.3 COMPANY CAPITAL.  The capital of the Company shall be the aggregate
amount of the Capital Contributions made by the Members and the Capital Accounts
as they stand on the Company books.

         3.4 LOANS TO THE  COMPANY.  The  Company  may obtain one or more loans,
including purchase order financing, from time to time (on a secured or unsecured
basis) as determined by the Manager in his reasonable discretion.

         3.5 RESTRICTIONS RELATING TO CAPITAL.  Except as otherwise specifically
provided in this Agreement, no Member shall have the right to withdraw or reduce
his Capital  Contribution and no Member shall have the right to receive property
other than cash, if any, in return for his Capital Contribution.

         3.6 NO THIRD PARTY  RIGHTS.  Nothing  contained  in this Article III is
intended for the benefit of any creditor or other person (other than a Member in
his  capacity  as such) to whom the  Company  owes  any  debts,  liabilities  or
obligations  or who otherwise  has any claim  against the Company,  and no third
party shall have any rights by virtue of the provisions of this Article III.

                                   ARTICLE IV
                            DISTRIBUTION OF CASH AND
                ALLOCATIONS OF TAXABLE INCOME AND TAXABLE LOSSES

         4.1      DISTRIBUTIONS.

                  (a) REQUIRED TAX DISTRIBUTION. Before any distribution is made
         hereunder,  the Company  shall  distribute  to each Member,  cash in an
         amount equal to such Member's Required Tax  Distribution,  such cash to
         be distributed annually based on the amount of Taxable Income earned by
         the Company  during the taxable year just completed and to be allocated
         to such Member.

                  As used herein,  the "Required Tax  Distribution"  means,  for
         each Member who was  allocated a share of Taxable  Income or gain under
         Section 4.2 for the immediately  preceding  fiscal year of the Company,
         an amount of cash equal to the product of:

                           (1)  the  sum  of  the   maximum   marginal   federal
                  individual   income  tax  rate   (including  any  surtax)  and
                  two-thirds of the maximum marginal  individual income tax rate
                  for the State of Michigan (collectively the "Tax Rate"); and

                                       5
<PAGE>

                           (2) the amount of Taxable  Income  allocated  to such
                  Member.

                           To the extent that the Taxable  Income  described  in
         the preceding  sentence with respect to any Member for a fiscal year is
         attributable  to capital gains allocated to such Member for such fiscal
         year,  the maximum rate of federal income tax on capital gains shall be
         used in lieu of the maximum marginal individual income tax rate.

                  (b)   DISTRIBUTIONS  OF  NET  CASH  FLOW.  The  Company  shall
         distribute   quarterly  (or  more   frequently  as  the  Manager  shall
         determine), the Company's Net Cash Flow as follows:

                           (1) FIRST,  to each Class A Member an amount equal to
                  such Member's accrued but unpaid Preferred Return Amount;

                           (2)  SECOND,  to the  Class A  Member  to  repay  its
                  Capital Contribution;

                           (3) THIRD,  to the Class B Member an amount  equal to
                  such Member's accrued but unpaid Preferred Return Amount;

                           (4)  FOURTH,  to the  Class B  Member  to  repay  its
                  Capital Contribution.

                           (5)  FIFTH,  to  all  of the  Members,  pro-rata,  in
                  accordance with their Membership Interests.

         4.2 TAXABLE INCOME AND TAXABLE LOSSES.  Taxable Income and Losses shall
be allocated to the Members pro rata in accordance with each Members' Membership
Interests;  provided, however, that an equivalent amount of Taxable Income shall
first be allocated to those Members receiving  distributions pursuant to Section
4.1 and no Member shall be  allocated  any Taxable  Loss,  or item of expense or
loss, to the extent that any such allocation  would create or increase a deficit
in such Member's Capital Account. In that event, losses shall first be allocated
to those Members having positive Capital Account Balances until all such Capital
Account  Balances  are  zero  then  to the  Members  in  accordance  with  their
Membership Interests.

         4.3 TAX MATTERS  PARTNER.  The Person  identified in the definitions to
this Agreement is hereby designated as the "Tax Matters Partner" of the Company,
as such term is defined in the Code.  Such tax matters partner shall have all of
the  powers and  duties  provided  to the Tax  Matters  Partner  under the Code,
including  the right to decide  whether to make any election  under Code Section
754 in  connection  with any  transfer  of an Interest in the Company and in the
event of any administrative or judicial  proceeding  involving the tax treatment
of any item.

                                    ARTICLE V
                                   MANAGEMENT
                                   ----------

         5.1  MANAGEMENT  OF  BUSINESS.  The  Company  shall be  managed  by the
Manager,  who shall serve in such capacity until her resignation or removal.  In
the event the Manager resigns or is


                                       6
<PAGE>

removed,  his  successor  shall be  appointed by the majority in interest of the
Class A Member(s). Thereafter the Class A Member(s) shall have sole authority to
remove and replace the Manager.

         5.2 GENERAL POWERS OF MANAGER. Except as required by the Act or in this
Operating  Agreement,  the Manager shall have the exclusive  right to manage the
business of the Company.  The Manager is  authorized  and empowered to carry out
and implement any and all purposes of the Company.  The Manager is authorized to
execute and deliver, for and on behalf of the Company, all agreements, documents
and  instruments  to take any actions on behalf of the  Company in the  ordinary
course  of the  Company's  business.  Without  limiting  the  generality  of the
foregoing, the Manager has the power (subject to the limitations in Section 5.3)
to:

                  (a) purchase, lease or otherwise acquire machinery,  equipment
         and inventory;

                  (b) open one or more  depository  accounts  and make  deposits
         into and checks and withdrawals against such accounts;

                  (c) borrow money and incur liabilities or other obligations;

                  (d) engage  employees  and  agents,  define  their  respective
         duties, and establish their compensation or remuneration;

                  (e) obtain insurance covering the business of the Company, its
         property and the lives and well being of its  employees  and agents (if
         any); and

                  (f) prosecute or defend any proceeding in the Company's name.

                  (g) perform or engage in any and all other actions,  functions
         or activities that the manager  believes to be necessary or in the best
         interests of the Company.

         5.3  LIMITATION  ON POWERS.  Notwithstanding  anything to the  contrary
contained in the Act or this  Operating  Agreement,  the Manager may take any of
the  following  actions but only with the prior  written  consent of the Class A
Membership Interests:

                  (a) enter into any merger, sale, or other transaction or joint
         venture;

                  (b) liquidate, dissolve, merge or acquire another Person;

                  (c) file any petition in bankruptcy,  state court receivership
         or assignment for the benefit of creditors;

                  (d)  sell,   transfer   or   otherwise   dispose   of  all  or
         substantially  all of the assets of the Company in one  transaction  or
         series of transactions;

                  (e) pledge any portion of the Company's assets,  including the
         assignment of any material agreement;

                                       7
<PAGE>

                  (f)  amend  the  Articles  of  Organization  or the  Operating
         Agreement for the Company.

         5.4  STANDARD OF CARE;  LIABILITY.  The  Manager  shall  discharge  the
Manager's  duties  described in this  Article V in good faith,  with the care an
ordinarily  prudent  person in a like  position  would  exercise  under  similar
circumstances, and in a manner the Manager reasonably believes to be in the best
interests  of the  Company.  The  Manager  shall not be liable for any  monetary
damages to the  Company  for any breach of such duties that arise out of any act
or omission  performed  or omitted by the Manager in good faith on behalf of the
Company except for:

                  (a) receipt of a financial benefit to which the Manager is not
         entitled;

                  (b) consenting to a distribution  or expenditure  knowingly in
         violation of this Operating Agreement or the Act; and

                  (c) a knowing violation of the law.

         Notwithstanding any other provision of this Agreement,  the Members and
their  Affiliates may engage in and own interests in other business  ventures of
any nature, whether or not competitive with the Company, and neither the Company
nor any Member shall have any right under this  Agreement in any such venture or
the profits therefrom.

         5.5 INDEMNIFICATION OF MANAGER AND OFFICERS.  The Company shall, to the
fullest extent permitted by law,  indemnify and hold harmless the Manager,  and,
his  successors,  heirs  and  assigns,  from  and  against  any and all  losses,
liabilities, obligations, claims, causes of action, demands, costs, and expenses
(including reasonable attorney fees) incurred by the Manager with respect to any
act or  omission  performed  by the  Manager  within  the scope  Officer  of the
authority  conferred  upon him by this  Operating  Agreement,  provided that the
Manager acted in good faith and in a manner he reasonably  believed to be in, or
not opposed to, the best interests of the Company.

         5.6  COMPENSATION  OF  MANAGER.  The  Manager  shall not be entitled to
receive  compensation  for  rendering  services to the Company.  All  reasonable
expenses incurred by a Manager in connection with the operation of the Company's
business  shall  be  reimbursed  in full by the  Company  upon  presentation  of
evidence of the payment of such expense.

         5.7 NATURE OF MEMBERS' INTEREST. The Membership Interest in the Company
shall be personal property for all purposes.  All property owned by the Company,
whether real or personal, tangible or intangible, shall be deemed to be owned by
the  Company as an entity.  The Members  shall not have,  nor be deemed to have,
individual ownership of such property.

         5.8 BANK ACCOUNTS. The bank account or accounts of the Company shall be
maintained in the banking  institution or institutions  selected by the Manager.
All funds of the Company shall be deposited  into  account(s) of the Company and
any and all checks or other  instruments used to draw funds of the Company shall
require the signature of an officer of the Company.

                                       8
<PAGE>

         5.9  ACTIVITY OF THE  MANAGER.  The Manager  shall devote such time and
attention  as  necessary  for the  conduct  of the  Company's  business  and the
performance of the Manager's responsibilities under Section 5.2 above.


                                   ARTICLE VI
                          RESTRICTIONS ON TRANSFER OF
                        MEMBERSHIP INTERESTS; WITHDRAWAL

         6.1 RESTRICTIONS ON TRANSFER AND ASSIGNMENT.

                  (a) Except as  expressly  provided in this  Article VI of this
         Agreement,  no Member  shall  sell,  directly  or  indirectly,  assign,
         transfer,  convey,  pledge or otherwise  encumber all or any portion of
         its   Membership   Interest,   (including,   without   limitation,   by
         transferring  ownership  interests in direct or indirect Members of the
         Company)  without  obtaining  the  Consent of the  Members as  provided
         herein. Any attempted disposition of a Membership Interest in violation
         of this Section 6.1 shall be void and of no effect.

                  (b) A Member may,  without  obtaining the consent of the other
         Members,  assign his Membership  Interest to another Member, to a trust
         for the  benefit  of the  transferor  Member,  the  income  of which is
         taxable to the  Settlor  under  section  677 of the Code,  and the sole
         trustee of which  during the  Member's  lifetime  (unless the Member is
         mentally disabled) is the Member himself, or to an Affiliate.

                  (c) The  assignment of a Membership  Interest does not entitle
         the  assignee  to  participate  in the  management  and  affairs of the
         Company or to become or exercise any rights of a Member,  including the
         right to vote on any matter requiring a vote of the Members, unless and
         until such  assignee is admitted as a substitute  Member in  accordance
         with Section 6.2 below.  Unless an assignee is admitted as a substitute
         Member in accordance  with the  provisions  of Section 6.2 below,  such
         assignee shall only be entitled to receive, to the extent assigned, the
         distributions to which the assignor would be entitled.

                  (d) In the event of an assignment  that does not result in the
         admission of the assignee as a substitute Member,  the  assignor/Member
         shall be entitled to continue to exercise  the rights of a Member under
         this  Agreement,  and such  assignor  Member and his assignee  shall be
         jointly  and  severally   liable  to  the  Company  for  such  Member's
         obligations to the Company hereunder or under the Act, and in the event
         of default,  such  Membership  Interest  shall be subject to all of the
         remedies and options otherwise available to the Company.

                  (e) Provided,  there is no uncured event of default under this
         Agreement or under the Guaranty or Option Agreement  attached hereto as
         Exhibits D and E  respectively,  and further  provided  the  Management
         Agreement  attached  hereto as Exhibit C has not been terminated by the
         Company,  then neither the Class A or Class C member shall transfer its

                                       9
<PAGE>

         Membership  Interest  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 the Company.

         6.2  ADMISSION  OF  SUBSTITUTE  MEMBERS.  An assignee  of a  Membership
Interest  shall  not be  admitted  as a  substitute  Member,  unless  all of the
following conditions are satisfied:

                  (a) the Consent of the Members,  except as provided in Section
         3.2,  is  obtained  prior  to  the  admission  of  such  assignee  as a
         substitute  Member,  except  that  Member  consent is not  required  in
         connection with an assignment made pursuant to Section 6.1(b);

                  (b) the  assignor  and  assignee  execute  and  deliver to the
         Members a copy of the written  assignment  that gives the  assignee the
         right to become a substitute Member;

                  (c) if requested  by the  non-assigning  Class A Members,  the
         assignor  provides to the  Company an opinion of  counsel,  in form and
         substance  satisfactory  to the  Class  A  Members,  that  neither  the
         offering  nor  assignment  of  the  Membership  Interest  violates  any
         provisions of federal or state securities laws; and

                  (d) the  assignee  executes  and  delivers  to the  Company  a
         written  agreement  to be bound by all of the terms and  provisions  of
         this  Agreement  and to assume all of the  obligations  of the assignor
         Member.

                  An  assignee  who  is  admitted  as  a  substitute  Member  in
accordance with the foregoing  provisions shall have the rights and powers,  and
shall be subject to all of the  restrictions,  obligations  and liabilities of a
Member under this Agreement and the Act.

         6.3 WITHDRAWAL. Unless a Member has assigned and transferred his entire
Membership Interest to another Member or other assignee who has been admitted as
a substitute Member and except to the extent permitted  hereunder,  a Member may
not withdraw from the Company except with the unanimous  written  consent of the
other  Members.  Any Member who withdraws in violation of the provisions of this
Section 6.3 shall not be entitled to any distributions  under this Agreement and
shall be  liable  to the  Company  and the  remaining  Members  for any  damages
incurred by the Company or such remaining Members as a result of the withdrawing
Member's breach of the provisions of this Section 6.3.

         6.4 REGISTRATION OF MEMBERSHIP INTERESTS.

                  (a) The Members acknowledge that the Membership Interests have
         not been  registered  under the Securities Act of 1933, as amended,  or
         under the securities  laws of any state in reliance upon the exemptions
         under said laws.  The Members  hereby  covenant,  represent and warrant
         that they are acquiring their  respective  Membership  Interests in the
         Company  solely  for  investment  purposes  and not  with a view to the
         distribution or resale thereof.  Each Member and each person holding an
         equity interest in a Member which is an entity,  hereby  represents and
         warrants to the Company  that it is an  "accredited  investor"  as


                                       10
<PAGE>

         that term is defined  under State and  Federal  Securities  laws.  Each
         Member hereby  indemnifies and holds the Company and every other Member
         harmless  from and against all costs,  expenses and damages,  including
         reasonable  attorneys' fees incurred by the Company or any other Member
         as a result of a breach hereof by such Member; and

                  (b)  Notwithstanding any provision contained in this Agreement
         to the contrary, no Member's Membership Interest may be offered or sold
         and no transfer of such Membership  Interest will be made by any Member
         unless (at the  expense of the  transferring  Member)  such  Membership
         Interest  is  registered  under the  Securities  Act of 1933 and/or any
         applicable state  securities laws; or an opinion of counsel  reasonably
         acceptable  to  the  Manager  is  obtained  to  the  effect  that  such
         registration is not necessary.

         6.5 PUT OF CLASS A MEMBERSHIP INTEREST.  The parties' intention is that
at any time on or after the Company  incurs a cumulative  net operating  loss of
$150,000.00 or more, or where the Class B Member has defaulted under the Sponsor
Agreement, the Class A Member can cause the Class B Member to buyout some or all
of the Class A Member's Membership Interest in the Company.

         Accordingly, the Class B Member hereby grants to the Class A Member the
right and option to sell to the Class B Member all, or any part thereof,  of the
Class A Member's  Membership  Interest in the Company free of all liens,  claims
and  encumbrances  on or after the date on which the Company incurs a cumulative
net operation  loss of  $150,000.00  or more or defaults  under the  Sponsorship
Agreement (the "Exercise Date").

         6.6 EXERCISE OF PUT. The Class A Member shall exercise the Put Right on
or after the Exercise Date, if at all, by sending  written notice to the Class B
Member of the Class A  Member's  intent to  exercise  its option on or after the
Exercise Date and the portion of its Membership Interest it is electing to sell.
In the  event the  Class A Member  elects  any time to sell less than all of its
Membership Interest, it may, at its discretion, elect to sell some or all of its
remaining  Membership  Interest pursuant to the terms of sections 6.5 through6.8
hereof at a future date.

         6.7 PUT PURCHASE PRICE. The Put Purchase Price (which shall be prorated
in the  event of a sale of less  than  all of the  Class A  Member's  Membership
Interest)  shall be equal to the sum of the Class A  Member's  original  Capital
Contribution  (reduced  by any  prior  return of  capital  to the Class A Member
pursuant to Section 4.1(b)(2)  hereinabove) and any accrued but unpaid Preferred
Return Amount.

         6.8 PAYMENT OF PUT  PURCHASE  PRICE AND  DELIVERY OF CLASS A MEMBERSHIP
INTEREST.  Upon the Class A  Member's  exercise  of its Put  Right,  the Class B
Member shall  immediately  pay the Put Purchase Price to the Class A Member in a
single  lump  sum  cash  payment.  In the  event  the  Class B  member  does not
immediately pay some or all of the Put Purchase Price, such amount shall be paid
by MHG,  Nicholas  Cocco,  or Richard  Pulford (the foregoing  collectively  the
"Guarantors").  The Guarantors shall execute  guaranty's in favor of the Class A
Member in the form attached  hereto as Exhibits D-1, D-2 and D-3. Upon the Class
A Member's  receipt of the Put Purchase  Price,  it shall deliver its Membership
Interest  (or the  applicable  portion  thereof)  in the  Company to the Class B
Member free and clear of all liens, claims and other encumbrances.

                                       11
<PAGE>


         6.9 COVENANT NOT TO COMPETE.  MHG, MAFC and their  related  parties and
affiliates  agree that they will not either directly or indirectly  compete with
the Company during any period in which Bloomington Center Associates, LLC or BCA
Class C Investors, LLC are Members of the Company. For purposes of the foregoing
any auto repair retail or service store operated  directly or indirectly by MHG,
MAFC or their related parties or affiliates  within a thirty (30) mile radius of
any store operated by the Company shall be deemed a competitive business.

                                   ARTICLE VII
                           DISSOLUTION AND WINDING UP

         7.1  DISSOLUTION.  The Company shall  dissolve,  the Articles  shall be
canceled and the  Company's  affairs  shall be wound up on the first to occur of
the following events:

                  (a) the sale or other  disposition  by the  Company  of all or
         substantially all of the Property;

                  (b) upon the  written  agreement  of the  Manager  and Class A
         Members pursuant to Section 5.3; or

                  (c) upon the  entry of a final  judgment,  order or  decree of
         judicial  dissolution,  and the  expiration  of any  applicable  appeal
         period in which to appeal therefrom.

         7.2  DISTRIBUTION ON LIQUIDATION.  Upon the dissolution of the Company,
the Manager shall proceed to liquidate the assets of the Company and wind up its
affairs.  A reasonable time shall be allowed for the orderly  liquidation of the
Company's  assets and the payment of its liabilities so as to enable the Manager
to minimize the normal losses  attendant  upon  liquidation.  The  provisions of
Article IV relating to the  allocation of Taxable  Income and Taxable  Losses of
the Company shall be applicable  during the period of  liquidation.  Proceeds of
liquidation shall be applied and distributed in the following order of priority:

                  (a) To  the  payment  of  any  debts  and  liabilities  of the
         Company;

                  (b) To the  establishment  of any  reserves  which the Manager
         deems necessary to provide for any debts or liabilities of the Company.
         At the  expiration of a reasonable  period of time as the Manager deems
         advisable, the balance of such reserve funds remaining after payment of
         any such debts,  liabilities or contingencies,  shall be distributed in
         accordance with subparagraph (c) below;

                  (c) To the Members, in accordance with Section 4.1(b) hereof;

                                       12
<PAGE>

                                  ARTICLE VIII
                          BOOKS, RECORDS AND ACCOUNTING

         8.1 BOOKS AND RECORDS. The Company shall maintain complete and accurate
books and records of the  Company's  business and affairs as required by the Act
and such books and records shall be kept at the Company's Registered Office.

         8.2 ACCOUNTING.  The Company shall maintain proper books and records in
accordance with generally accepted accounting principles. The fiscal and taxable
year of the Company shall be the calendar year. The Members shall have the right
to inspect the Company's books and records at any time upon reasonable notice.

         8.3  ACCESS  TO BOOKS  AND  RECORDS.  Any  Member  shall  have full and
complete  access to the Company's books and records during normal business hours
at the Company's Registered Office. In addition,  the Company's Manager (and its
officers,  if any) shall promptly respond to inquiries made from time to time by
the Members to  questions  concerning  the  Company's  business  operations  and
prospects.

         8.4  REPORTS.   The  Manager  shall  provide  to  the  Members  reports
concerning  the financial  condition and results of operation of the Company and
the Capital  Accounts of the Members.  Such  reports  shall be provided at least
annually as soon as  practicable  after the end of each  calendar year and shall
include a statement of each Member's share of profits and other items of income,
gain, loss deduction and credit.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         9.1  BINDING  EFFECT.  Subject  to the  provisions  of  this  Operating
Agreement relating to assignment and  transferability,  this Operating Agreement
shall be binding upon and shall inure to the benefit of the  parties,  and their
respective distributees, heirs, successors and assigns.

         9.2 CERTIFICATES.  The Members shall promptly execute and file Articles
of  Organization  and all  other  legally  required  fictitious  names  or other
applications, registrations,  publications, certificates and affidavits required
to be filed with governmental authorities.

         9.3 AMENDMENT.  This  Operating  Agreement may be amended or revoked at
any time by a written  agreement  executed by all of the  Members.  No change or
modification  to this Operating  Agreement  shall be valid unless in writing and
signed by all of the Members.

         9.4  NOTICES.  Any notice  permitted or required  under this  Operating
Agreement  shall be conveyed to the party at the address  reflected in the books
and records of the Company and will be deemed to have been given, when deposited
in the United  States mail,  postage paid,  or when  delivered in person,  or by
courier or by facsimile transmission.

                                       13
<PAGE>


         9.5 SEVERABILITY.  The invalidity or unenforceability of any particular
provision  of this  Operating  Agreement  shall not affect the other  provisions
hereof,  and this Operating  Agreement  shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.

         9.6 CHOICE OF LAW AND FORUM SELECTION.  This Operating  Agreement shall
be  interpreted  and  construed  in  accordance  with the  laws of the  State of
Michigan.  All actions  arising  directly or  indirectly  out of this  Operating
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  Operating
Agreement.

         9.7 TERMS. Nouns and pronouns will be deemed to refer to the masculine,
feminine, neuter, singular and plural, as the identity of the person or persons,
firm or Company may in the context require.

         9.8 HEADINGS. The titles of the sections have been inserted as a matter
of convenience for reference only and shall not control or affect the meaning or
construction of any of the terms or provisions of this Operating Agreement.

         9.9 ARBITRATION.  Except for the provisions allowing an aggrieved party
equitable  relief,  disputes  over which  shall be resolved at the option of the
aggrieved party through court  litigation and not  arbitration,  and also except
for any dispute  concerning  any valuation  agreed upon in  accordance  with the
terms  hereof  which  valuation  shall be binding on the parties  hereto and not
subject to  arbitration,  any dispute  between the parties  regarding  any other
provision in this Agreement shall be resolved by binding  arbitration before the
American Arbitration Association in Southfield,  Michigan according to its rules
of commercial  arbitration.  Judgment upon the award of the  arbitrators  may be
entered by any court of competent  jurisdiction.  Notwithstanding the foregoing,
if the parties can agree upon an arbitrator and a location for such arbitration,
they need not retain the services of the American Arbitration  Association,  but
may use such  agreed  upon  private  arbitrator  and  facilities  to  conduct an
arbitration,  which shall be conducted  in accord with the American  Arbitration
Association Rules of Commercial Arbitration.

         9.10 AGREEMENT DRAFTED BY ATTORNEYS FOR THE CLASS A MEMBER. THE PARTIES
EACH ACKNOWLEDGE THAT SEYBURN,  KAHN, GINN, BESS AND SERLIN,  P.C. ("SKG"),  THE
ATTORNEYS FOR THE CLASS A MEMBER  PREPARED THIS AGREEMENT ON BEHALF OF THE CLASS
A MEMBER AND NOT ON BEHALF OF THE OTHER  PARTIES.  THE PARTIES  ACKNOWLEDGE  AND
AGREE AS FOLLOWS:

                  (a) THEY ARE ADVISED THAT A CONFLICT MAY EXIST  BETWEEN  THEIR
         RESPECTIVE  INTERESTS AND THOSE OF THE CLASS A MEMBER AND OTHER MEMBERS
         AND THEY HEREBY WAIVE ANY SUCH  CONFLICTS  ARISING AS A CONSEQUENCE  OF
         SKG'S PARTICIPATION IN THE PREPARATION OF THIS AGREEMENT;

                  (b) THEY HAVE BEEN  ADVISED BY SKG  COUNSEL TO SEEK THE ADVICE
         OF THEIR OWN INDEPENDENT COUNSEL AND THEY HAVE DONE SO; AND

                                       14
<PAGE>


                  (c) THEY HAVE EACH HAD AN  OPPORTUNITY  TO SEEK THE  ADVICE OF
         THEIR OWN  INDEPENDENT  COUNSEL  REGARDING THE ECONOMIC,  LEGAL AND TAX
         CONSEQUENCE OF THIS AGREEMENT.

         9.11 CONSENT. Anytime the consent of a Member is required to an action,
unless  provided   expressly  to  the  contrary,   such  consent  shall  not  be
unreasonably withheld, conditioned, or delayed.

         9.12 INTERPRETATION.  This Section and other headings contained in this
Agreement are for  references  purposes only and shall not effect in any way the
meaning or interpretation of this Agreement. Words used in this Agreement in the
singular  number  shall  include the plural and vice  versa,  unless the context
requires  otherwise.  Words  of  gender  used in this  Agreement  may be read as
masculine, feminine or neuter as the context may require.

         9.13 ENTIRE  AGREEMENT.  This Agreement sets forth the entire Agreement
and  understanding of the parties with respect to the transactions  contemplated
hereby and  supercedes all prior  agreements,  arrangements  and  understandings
related to the subject matter hereof.

         9.14  AMBIGUITY.  Each of the parties  acknowledge  that they and their
counsel have  reviewed this  Agreement  and  suggested  changes to its language.
Therefore,  any rule of  construction  that  any  ambiguity  shall be  construed
against  the  drafter  of this  Agreement  shall not apply in  interpreting  the
provisions of this Agreement.

                            {SIGNATURES ON NEXT PAGE}


                                       15
<PAGE>


         The  Company,  Members and the Manager  have  executed  this  Operating
Agreement as of the date set forth above.

                                          "COMPANY"

                                          ALL NIGHT AUTO OF  BLOOMINGTON/NORMAL,
                                          LLC, A MICHIGAN LIMITED  LIABILITY
                                          COMPANY

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

                                          "CLASS A MEMBER"

                                          BLOOMINGTON CENTER ASSOCIATES, LLC,
                                          A MICHIGAN LIMITED LIABILITY COMPANY

                                          By: /s/ Philip Elkus
                                              --------------------------------
                                                  Philip Elkus

                                          Its:    Manager

                                          "CLASS B MEMBER"

                                          MIDNIGHT AUTO FRANCHISE CORP,
                                          A MICHIGAN CORPORATION

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

                                          "CLASS C MEMBER"

                                          BCA CLASS C INVESTORS, LLC

                                          By: /s/ Dale R. Campbell
                                              --------------------------------
                                                  Dale R. Campbell
                                          Its:    Manager


                                       16
<PAGE>



                                    EXHIBIT A

                              MEMBERSHIP INTERESTS

                                           INITIAL CAPITAL        MEMBERSHIP
  CLASS A MEMBER                            CONTRIBUTION           INTEREST

  Bloomington Center Associates, LLC           $475,000             51.26%

  CLASS B MEMBER

  Midnight Auto Franchise
  Corporation                                  $200,000             20.74%

  CLASS C MEMBER

  BCA Class C Investors, LLC                        -0-             29.00%
                                               --------             ------

                                               $675,000             100.00%
                                               ========             ======


                                       17