SUBLEASE
                                    --------

                  THIS SUBLEASE ("Sublease") is made on October 20, 2006, by and
between MIDNIGHT AUTO FRANCHISE CORP., a Michigan  corporation,  whose principal
business address is 22600 Hall Road, Suite 205, Clinton Township, Michigan 48036
("Sublessor"), and ALL NIGHT AUTO OF BLOOMINGTON/NORMAL,  LLC, 2788 Orchard Lake
Road, Farmington Hills, MI 48334 ("Sublessee").

                                R E C I T A L S:

                  A. On June 22,  2006,  CBHOA  Bonus  Plan 97  Partnership,  an
Illinois  partnership,  as Landlord,  and Sublessor,  as Tenant,  entered into a
lease ("Lease") for certain Premises  consisting of  approximately  4,000 square
feet of space located in Bloomington, McLean County, Illinois, commonly known as
13 Westport  Unit B, and as more fully  described  in the  attached  copy of the
Lease (the "Premises").

                  B.  Sublessor  owns a 20.74%  Class B  Membership  Interest in
Sublessee and has certain  obligations  and duties towards  Sublessee's  Class A
Member,  Bloomington Center Associates,  LLC (the "Class A Member"),  all as set
forth in Sublessee's  Operating  Agreement dated October 1, 2006 (the "Operating
Agreement").

                  C.  Sublessee  desires to sublease  from  Sublessor the entire
Premises  for use of the  Premises  as an "All  Night  Auto"  service  center in
accordance  with and subject to the terms and  conditions  of the Lease and this
Sublease.

                  D. The Premises are supported by a separate  automotive retail
store  premises  located  in the  Eastland  Mall,  Bloomington,  Illinois,  that
Sublessee  possesses  pursuant to a separate lease agreement (the "Eastland Mall
Lease).

                  E.  Sublessor  and the Landlord  under the Eastland Mall Lease
(the  "Eastland  Mall  Landlord")  entered  or  will  enter  into a  Sponsorship
Agreement (the "Sponsorship Agreement"), whereby the Eastland Mall Landlord will
provide certain  advertising  and marketing  services in support of the Eastland
Mall Lease premises.

                  F.  Sublessee  and  Sublessor  have  entered  into a  Business
Management   Systems   Agreement   dated  October  20,  2006  (the   "Management
Agreement"),  pursuant to which Sublessor shall provide its management  services
in connection with the operations of the Premises.

                  G.  Sublessor  and the  Class A Member  have  entered  into an
Option  Agreement  dated  October 20,  2006 (the  "Option  Agreement"),  whereby
Sublessor  has  agreed  to  provide  the  Class A  Member  with  the  option  to
participate  with Sublessor in the development  and operation  future retail and
service stores.

                  NOW  THEREFORE,  for  and in  consideration  of the  foregoing
Recitals and for other valuable consideration, the adequacy and receipt of which
are hereby acknowledged, the parties agree as follows:


<PAGE>

                  1.  SUBLEASE.  Sublessor  hereby  subleases to  Sublessee  the
Premises  for the term of the Lease and as the term of the Lease may be extended
or  renegotiated.  Sublessor  agrees that  Sublessor will exercise any option to
extend the term of the Lease in accordance  with the  instructions of Sublessee.
Notwithstanding  the  foregoing,  in the event the  Eastland  Mall  Lease or the
Management  Agreement  terminates for any reason whatsoever,  or in the event of
Sublessor's default under the Lease, this Sublease, the Operating Agreement, the
Sponsorship Agreement, the Management Agreement, and/or the Option Agreement, at
any time during the term of this Sublease,  Sublessee shall have the right,  but
not the obligation to terminate this Sublease without any further  obligation to
Sublessor  hereunder.  In  fulfillment  of  Sublessor's  obligations  under  the
Management  Agreement,  Sublessor  acknowledges  and  agrees  that  it  will  be
primarily responsible on behalf of Sublessee to keep, perform and fulfill all of
the duties,  obligations,  terms and conditions which are to be kept,  performed
and  fulfilled  under the  Lease,  whether  or not  expressly  set forth in this
Sublease.

                  2.  RENTAL  PAYMENTS.  Pursuant to the  Management  Agreement,
Sublessor  shall  pay on  Sublessee's  behalf  as Rent  during  the term of this
Sublease,  an amount  equal to the Rent and all other  charges  specified in the
Lease.  Rent shall be paid by Sublessor on  Sublessee's  behalf on or before the
25th day of each month preceding the month to which such payment relates,  to be
applied to any obligations due the next ensuing month.

                  Pursuant to the Management Agreement, Sublessor on Sublessee's
behalf is to pay all of the foregoing sums without prior demand by the Sublessor
or setoff.  The  obligations of the Sublessee for other charges under the Lease,
to the extent the same are not estimated by the Landlord and required to be paid
monthly,  shall be paid by the Sublessor on Sublessee behalf not less than seven
(7) days prior to the stipulated due date for the payment therefor;  or promptly
upon being  invoiced  for such charges by Sublessor to the extent there is not a
stipulated  due date or such  payment is based upon an invoice to be rendered by
Sublessor or the  Landlord.  All payments  required by this Sublease are payable
and deliverable to: Midnight Auto Franchise  Corp.,  22600 Hall Road, Suite 205,
Clinton Township, MI 48036.

                  3. DEFAULT BY SUBLESSEE.

                  (a)  DEFAULT.  The  occurrence  of  any  one  or  more  of the
following  shall  constitute an Event of Default ("Event of Default") under this
Sublease:

                           (i)  Filing  by or  against  Sublessee  in any  court
                  pursuant  to any  federal or state  statute  or a petition  in
                  bankruptcy   or   insolvency,   or   for   reorganization   or
                  rearrangement, or for the appointment of a receiver or trustee
                  of  all  or  any  portion  of  Sublessee's  property,  or  any
                  assignment  of the  property of  Sublessee  for the benefit of
                  creditors;  provided,  that Sublessee and Guarantor shall have
                  sixty  (60)  days to  obtain a  dismissal  of any  involuntary
                  proceeding.

                           (ii)  Assignment or  encumbrance  of this Sublease or
                  subletting of the Premises  other than in accordance  with the
                  terms of this Sublease.

                  (b) REMEDIES UPON DEFAULT. Upon the occurrence of any Event of
Default,  and after applicable  notice and the expiration of any applicable cure
period,  Sublessor  and


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<PAGE>

Landlord  shall have the right to re-enter  the  Sublease  Premises,  remove all
persons and property within the Sublease  Premises,  relet the Sublease Premises
and/or  enforce any other  remedies  against  Sublessee that Landlord would have
against Sublessor,  as tenant, under the Lease, including (without limitation) a
claim for any unpaid Rent.  All of the rights and  remedies of  Sublessor  under
this  Sublease  are  cumulative  and shall be in addition to any other rights or
remedies  accorded to  Sublessor  and  Landlord by law or to Landlord  under the
Lease.

                  4. ASSIGNMENT AND  SUBLETTING.  Sublessee shall not assign its
rights  under the  Sublease in whole or in part or sublet all or any part of the
Premises or otherwise  assign,  transfer or  hypothecate  by operation of law or
otherwise  all or any part of the  Lease or this  Sublease  without  Sublessor's
express prior written consent, which consent shall not be unreasonably withheld;
provided,  however, in the event of a default by Sublessor under the Lease, this
Sublease, the Operating Agreement, Management Agreement or Option Agreement then
the Premises or the  Sublease may be assigned or subleased by Sublessor  without
the consent of the Sublessor.

                  5.  NOTICES.   Any  notices,   requests,   demands  and  other
communications  between the  parties  shall be deemed to have been duly given if
the same  shall be in  writing  and  shall be sent by  registered  mail,  return
receipt  requested  or  overnight  mail by a  reputable  courier,  or  sent  via
facsimile,  followed by  delivery of a hard copy sent via first class mail,  and
addressed:

    If to Sublessor:                    If to Sublessee:

    Midnight Auto Franchise Corp.       All Night Auto Bloomington/Normal, LLC
    22600 Hall Road, Suite 205          Attn:  Philip Elkus, Manager
    Clinton Twp, MI 48036               2788 Orchard Lake Road
    248                                 Farmington Hills, MI 48334

                  6. TERMS SUBJECT TO LEASE. Sublessee's rights pursuant to this
Sublease are subject and subordinate at all times to the Lease and to all of the
covenants  and  agreements  of the  Lease.  Accordingly,  if the  Lease  for the
Premises is terminated,  the Sublease shall  terminate  concurrently  therewith,
except for any  obligations  owing from  Sublessee to  Sublessor  for the period
prior to such termination,  and any  post-termination  obligations of Sublessee.
Sublessee  shall  not do,  permit  or  tolerate  anything  to be done in,  or in
connection  with  Sublessee's  use or  occupancy  of, the  Premises  which would
violate any Lease covenant or agreement. As to the Premises, Sublessee expressly
agrees to be bound by all obligations,  covenants and restrictions which are set
forth  in the  Lease in the  same  manner  as such  obligations,  covenants  and
restrictions  are binding upon Sublessor,  as Tenant under the Lease,  except as
expressly  modified by this  Sublease.  The Landlord under the Lease may enforce
against  Sublessee,  each in its own  capacity,  any of the  rights  granted  to
Landlord  pursuant  to the  Lease,  except  as  specifically  provided  in  this
Sublease.  Sublessor  may not grant to  Sublessee,  and nothing in the  Sublease
shall be construed or  interpreted  to grant,  any greater rights than Sublessor
has received as Tenant from Landlord pursuant to the Lease.

                  7.   LIMITATIONS   OF   SUBLESSOR'S   OBLIGATIONS.   Sublessee
acknowledges   and  agrees  that   Sublessor   shall  have  no   obligation   or
responsibility  whatsoever to provide or perform


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<PAGE>

any  service,  repair,  alteration  or  other  similar  obligation  which is the
obligation of Landlord to provide or perform pursuant to the terms of the Lease.

                  8. CONSENT OF LANDLORD. The parties acknowledge and agree that
the  consent  of the  Landlord  may be  required  under the Lease to permit  the
sublease of the Premises to  Sublessee.  If Sublessor  has not yet obtained that
consent,  and if such consent is required  under the Lease,  Sublessor will make
efforts to obtain that consent and Sublessee  agrees to cooperate with Sublessor
and/or Landlord in connection with such request for consent.

                  9. FURTHER  ASSURANCES.  Sublessee  agrees to sign and deliver
all documents and take any such actions which may be deemed reasonably necessary
by Sublessor to effectuate the transaction(s) contemplated by this Sublease.

                  10.  GOVERNING  LAW.  This  Sublease  is  being  executed  and
delivered in the State of Michigan,  and the laws of such state shall govern the
validity,  construction,  enforcement and  interpretation of this Sublease.  The
parties  agree that all  actions  arising  directly  or  indirectly  out of this
Sublease  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
Sublease.

                  11.  MARGINAL  HEADINGS.  The  marginal  headings  hereof  are
inserted  merely for the  convenience  of the  parties  and shall not be used to
construe or modify the terms of this Sublease in any respect.

                  12.  WAIVER.  Failure of  Sublessor  to complain of any act or
omission on the part of the Sublessee, no matter how long the same may continue,
shall not be deemed to be a waiver by Sublessor of any of its rights  hereunder.
No waiver by Sublessor at any time of any other provision of this Sublease shall
be deemed a waiver or  default  of any other  provision  of this  Sublease  or a
consent to any subsequent default of the same or any other provision  hereunder.
If any act or omission  by  Sublessee  shall  require the consent or approval of
Sublessor,  such consent or approval of such act or omission on any one occasion
shall not be deemed a consent  to or  approval  of said act or  omission  on any
subsequent  occasion  or consent to or  approval of any other act or omission on
the same or any subsequent occasion.

                  13.  PARTIES  BOUND.  This Sublease  shall be binding upon and
inure to the benefit of Sublessor  and  Sublessee  and their  respective  heirs,
personal representatives, successors and assigns.

                  14. PARTIAL  INVALIDITY.  If any provision of this Sublease is
held by a court of competent  jurisdiction to be invalid,  void or unenforceable
in any manner,  the  remaining  provisions of this  Sublease  shall  nonetheless
continue in full force and effect  without being  impaired or invalidated in any
way. In addition,  if any  provision of this Sublease may be modified by a court
of  competent  jurisdiction  such that it may be enforced,  then said  provision
shall be so modified and as modified shall be fully enforced.

                  15. ENTIRE  AGREEMENT.  Except as otherwise stated herein this
Sublease contains the entire understanding of the parties hereto with respect to
the subject matter


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<PAGE>

contained  herein  and  supersedes  all  prior and  contemporaneous  agreements,
understandings  and negotiations.  No parol evidence of prior or contemporaneous
agreements,  understandings and negotiations shall govern or be used to construe
or modify this Sublease.  No modification  or alteration  hereof shall be deemed
effective unless in writing and signed by the parties hereto.

                  IN WITNESS  WHEREOF,  the parties have signed this Sublease on
the date set forth above.

                                            "SUBLESSOR"



                                            MIDNIGHT AUTO FRANCHISE CORP.
                                            a Michigan corporation


                                            By: /s/ Nicholas Cocco
                                               ---------------------------------
                                                    Nicholas Cocco

                                            Its:CEO and Chairman



                                            "SUBLESSEE"

                                            ALL NIGHT AUTO OF
                                            BLOOMINGTON/NORMAL, LLC,
                                            a Michigan limited liability company



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

                                            Its:  Manager


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