Preview | Guaranty and Security Agreement |

This GUARANTY AND SECURITY AGREEMENT, dated February ____, 2006, is from HOMETOWN AUTO FRAMINGHAM, INC., a Massachusetts corporation, FAMILY FORD, INC., a Connecticut corporation, SHAKERS INC., a Connecticut corporation, HOMETOWN BRATTLEBORO, INC., a Vermont corporation, and SHAKER AUTO GROUP, INC., a Connecticut corporation (collectively "Guarantor"), whose addresses are respectively 1309 South Main Street, Waterbury, CT 06706; 1200 Wolcott Street, Waterbury, CT 06705; 831 Straits Turnpike, Watertown, CT 06795; 1270 Putney Road, North Brattleboro, VT 05304; and 1309 South Main Street, Waterbury, CT 06706 (collectively "Guarantor's Address"), to FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Lender").

BAY STATE REALTY HOLDINGS, INC., a Massachusetts corporation ("Borrower") has requested a mortgage loan from Lender in the principal amount of $6,035,000.00 (the "Loan"), to be evidenced by the Promissory Note, dated as of even date herewith (the "Note"), from Borrower to the order of Lender, in the principal amount of the Loan. The Loan will be secured by the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of even date herewith (the "Mortgage"), from Borrower, as mortgagor, to Lender, as mortgagee.

Lender will not make the Loan unless Guarantor guarantees payment and performance of the terms thereof and provides a security interest to secure its guaranty, and Borrower has requested Guarantor to execute this Guaranty. Borrower will use the proceeds of the Loan to pay off an existing mortgage loan, and Guarantor acknowledges that he will be benefited directly and indirectly from the Loan.

1. Definitions. The terms "Event of Default", "Indebtedness", "Obligations", "Transaction Documents", "Lender's Address", "Property", "Investor" and "Rating Agency" shall have the meanings set forth in the Note and the Mortgage. In addition, the following terms shall have the following meanings:

(a) The term "Collateral" means all of the following personal property, whether now owned or hereafter acquired, (1) equipment, furniture, fixtures, supplies, machinery, materials and other goods of every kind, (2) motor vehicles, tractors, trailers, implements, service parts and accessories and inventory of every kind, (3) accounts, instruments, contract rights, chattel paper, general intangibles, commercial tort claims, deposit accounts, investment property, letter of credit rights, letters of credit, money, oil, gas and other minerals before extraction, documents and supporting obligations thereto, (4) general intangibles (including, without limitation, all trade names, trademarks, servicemarks, logos, copyrights, goodwill, books and records), (5) all monies or credits relating to the foregoing due to Borrower from any manufacturer, dealer or distributor of the foregoing, and (6) all proceeds of the foregoing, including without limitation, rentals due under any leases, proceeds of sale, exchange or other disposition of the foregoing, and any insurance proceeds of the foregoing, or any part thereof, by whomsoever obtained, together with all accessions, replacements and substitutions thereto or therefore and the proceeds and products thereof.

2. Guaranty. Guarantor absolutely, irrevocably and unconditionally guarantees to Lender (a) the due and punctual payment of the Indebtedness as and when it shall become due and payable whether by lapse of time, by acceleration of maturity or otherwise, and (b) the performance of the Obligations, irrespective of the validity, regularity or enforceability of the Note or the other Transaction Documents. This is a guaranty of performance and payment, and not of collection.

3. Representations and Warranties. (a) Guarantor represents and warrants to Lender that (1) Guarantor has received copies of the Transaction Documents and is familiar with and fully understands all of their terms and conditions; (2) Lender has not made any representations or warranties to Guarantor regarding the creditworthiness of Borrower or the prospects of repayment from sources other than Borrower; (3) this Guaranty is executed at the request of Borrower; (4) Guarantor has established adequate means of obtaining from Borrower on a continuing basis any information concerning Borrower's financial condition, business operations, assets and other matters bearing on the risk of non-payment of the Indebtedness, as Guarantor may deem material to its obligations hereunder, and (5) Guarantor has the power and authority to enter into this Guaranty and to guaranty the repayment of the Indebtedness and the performance of the Obligations and has taken all necessary action to insure that this Guaranty is legally valid and enforceable against Guarantor in accordance with its terms and conditions.