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, SHAKER’S 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.

NOW, THEREFORE, in consideration of the premises and other valuable consideration, receipt of which is hereby acknowledged, and to induce Lender to make the Loan, Guarantor hereby covenants and agrees with Lender as follows:

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.

(b)         The term "Financial Information" means balance sheets, statements of profit and loss and other financial data furnished by Guarantor to Lender in connection with the Loan.

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.

(b)         Further, Guarantor represents and warrants to Lender that (1) all Financial Information fairly presents the financial condition of Guarantor as of the dates thereof, and the results of its operations for the periods for which the same are furnished; (2) all other information, reports, papers and data furnished to Lender in connection with the Loan are accurate and correct in all material respects and complete insofar as completeness may be necessary to give Lender a true and accurate knowledge of the subject matter thereof; (3) there has been no change in the assets, liabilities or financial condition of Guarantor from that set forth in the Financial Information, other than changes in the ordinary course of business, none of which changes have been materially adverse to Guarantor; (4) except as specifically disclosed (as to creditor or debtor, amount and security in the Financial Information), Guarantor does not have outstanding any loan or indebtedness, other than from Lender; (5) none of the property of Guarantor is, as of the date hereof, subject to any security interest, lien or other encumbrance in favor of anyone other than Lender; (6) there is no litigation, legal or administrative proceeding, investigation or other action of any nature pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor which involves the possibility of any judgment or liability not fully covered by insurance or which may materially and adversely affect any of the assets of Guarantor or its right or ability to carry on the business now conducted by Guarantor; (7) all Federal, state and other tax returns and reports of Guarantor required by law to be filed have been duly filed; and (8) all Federal, state and other taxes, assessments, fees and other governmental charges (other than those presently payable without penalty and other than those disclosed in the Financial Information) imposed upon Guarantor or the property or assets of the Guarantor which are due and payable have been paid.

4.     Security . Contemporaneous with the Loan to Borrower and to secure the payment and performance of all of Guarantor's obligations under this Guaranty, Guarantor grants to Lender a security interest in the Collateral and the proceeds thereof, now owned or hereafter acquired. Upon Lender's request, Guarantor will provide Lender with a list of all states where the Collateral is located. Guarantor hereby authorizes Lender to manually or electronically file this Guaranty and any other financing statements to perfect Lender's interest under this Guaranty in the Collateral and/or the Receivables.

5.       Covenants . Until the Indebtedness shall have been paid in full, Guarantor hereby covenants and agrees as follows:

(a)     Guarantor will maintain its existence and good standing as a corporation wherever it transacts its business, maintain the existence of its franchised dealership for the sale and service of motor vehicles and of parts, accessories and equipment therefor, and continue to transact the business presently conducted by it.

(b)     Guarantor will keep books of record and account of its operations in such form as will be satisfactory to Lender; and furnish to Lender (1) within 20 days after the end of each month, or at such other frequency as Lender may from time to time direct in writing, balance sheets and statements of profit and loss for such month, in such detail as Lender may reasonably require from time to time and certified as to the truth, accuracy and completeness of the information contained therein, in such form and by Guarantor or such directors, officers, managers, employees, or representatives of Guarantor as Lender may reasonably require from time to time, (2) at Lender's request, within 120 days after the close of each of Guarantor's fiscal years, or at such other frequency as Lender may from time to time direct in writing, a complete executed copy of a report of an examination of Guarantor's financial affairs acceptable to Lender, such report to include balance sheets and statements of profit and loss for such year in such detail as Lender may reasonably require from time to time, and (3) such other financial statements as Lender may reasonably require from time to time.

(c)     Guarantor will promptly pay when due all taxes, assessments and charges imposed upon it or upon its properties, assets, operations, products, income or securities and will also promptly pay all claims which constitute, or if unpaid may become, a lien, charge or encumbrance upon any of its properties, assets, operations, products, income or securities.

(d)     Guarantor will obtain and maintain insurance on Guarantor's property against risks, in amounts and with insurers acceptable to Lender, and cause notice of the interest of Lender, if any, to be noted on the policies of insurance. If Guarantor fails to obtain or maintain such insurance, or to furnish satisfactory evidence thereof upon request, Lender may, but shall not be required to, and without prejudice to Lender's rights hereunder if it does not, obtain such insurance, and in such event Guarantor shall pay to Lender forthwith upon demand, as an additional obligation of Guarantor to Lender, the amount incurred by Lender for such insurance, with interest thereon at the highest lawful contract rate. Guarantor hereby assigns to Lender any monies that may become payable under such insurance, including return or unearned premiums, and requests and authorizes any insurance company to make payment of such monies directly to Lender. Guarantor waives and releases Lender from all claims with respect to any and all rights.

(e)      Guarantor will provide safe storage and properly care for the Collateral and make all proper repairs thereto and at all times use, operate and enjoy the same strictly in accordance with all laws from time to time in force.

(f)       Guarantor will provide Lender with at least 30 days' prior written notice of a change in Guarantor's (1) legal name, (2) state of incorporation, registration or organization, (3) social security or Federal tax identification number, (4) location of its chief executive office, or (5) type of business organization (such as, corporation, partnership, limited liability company).

(g)      Guarantor will not create, suffer or permit any security interest, lien or other encumbrance to be levied upon or become a charge against any of the property of Guarantor, other than security interests, liens or other encumbrances which are (1) in favor of or subordinated to Lender, or (2) specifically disclosed by the Financial Information, or (3) for taxes not delinquent or being contested in good faith, or (4) liens of mechanics or materialmen arising in the ordinary course of business with respect to obligations that are not overdue or that are being contested in good faith, or (5) resulting from deposits or pledges to secure payments of workmen's compensation, unemployment insurance, old age pensions or other social security.

(h)      Guarantor will not endorse, guarantee or become surety for the payment of any debt or obligation of any individual, partnership, or corporation, directly or contingently, except for recourse on the obligations of retail purchasers of merchandise from Guarantor and in connection with endorsing checks and other negotiable instruments for deposit and collection and except for the Loan to Borrower.

(i)       Guarantor will not (1) sell, exchange, transfer or otherwise dispose of any of Guarantor's property, except in the normal course of business; (2) consolidate with or merge into any other business concern or permit any other business concern to consolidate with or merge into Guarantor; (3) sell, exchange, transfer, lease or otherwise dispose of all or any substantial part of the capital assets of Guarantor; (4) make any payment upon or transfer any assets in satisfaction, in whole or in part, of any indebtedness subordinated to any obligation owing to Lender; or (4) make or have outstanding, exc