Intellectual Property Security Agreement - MIDNIGHT HOLDINGS GROUP INC - 9-11-2007 by MHGI-Agreements

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									                                                    Exhibit 10.3

                        INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "AGREEMENT" dated as of March 28,
2007, by and among Midnight Holdings Group, Inc., a Delaware corporation (the "COMPANY"), and the
secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the
"SECURED PARTY").

                                                 WITNESSETH:

WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof, between Company and the
Secured Party (the "PURCHASE AGREEMENT"), Company has agreed to issue to the Secured Party and the
Secured Party has agreed to purchase from Company certain of Company's 10% Secured Convertible Notes,
due three years from the date of issue (the "NOTES"), which are convertible into shares of Company's Common
Stock, par value $.00005 per share (the "COMMON STOCK"). In connection therewith, Company shall issue
the Secured Party certain Common Stock purchase warrants dated as of the date hereof to purchase the number
of shares of Common Stock indicated below each Secured Party's name on the Purchase Agreement (the
"WARRANTS"); and

WHEREAS, in order to induce the Secured Party to purchase the Notes, Company has agreed to execute and
deliver to the Secured Party this Agreement for the benefit of the Secured Party and to grant to it a first priority
security interest in certain Intellectual Property (defined below) of Company to secure the prompt payment,
performance and discharge in full of all of Company's obligations under the Notes and exercise and discharge in
full of Company's obligations under the Warrants; and

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. DEFINED TERMS. Unless otherwise defined herein, terms which are defined in the Purchase Agreement and
used herein are so used as so defined; and the following terms shall have the following meanings:

                        "SOFTWARE INTELLECTUAL PROPERTY" shall mean:

(a) all software programs (including all source code, object code and all related applications and data files),
whether now owned, upgraded, enhanced, licensed or leased or hereafter acquired by the Company, above;

(b) all computers and electronic data processing hardware and firmware associated therewith;

(c) all documentation (including flow charts, logic diagrams, manuals, guides and specifications) with respect to
such software, hardware and firmware described in the preceding clauses (a) and (b); and
(d) all rights with respect to all of the foregoing, including, without limitation, any and all upgrades, modifications,
copyrights, licenses, options, warranties, service contracts, program services, test rights, maintenance rights,
support rights, improvement rights, renewal rights and indemnifications and substitutions, replacements, additions,
or model conversions of any of the foregoing.

"COPYRIGHTS" shall mean (a) all copyrights, registrations and applications for registration, ISSUED or filed,
including any reissues, extensions or renewals thereof, by or with the United States Copyright Office or any
similar office or agency of the United States, any state thereof, or any other country or political subdivision
thereof, or otherwise, including, all rights in and to the material constituting the subject matter thereof, including,
without limitation, any referred to in SCHEDULE B hereto, and (b) any rights in any material which is
copyrightable or which is protected by common law, United States copyright laws or similar laws or any law of
any State, including, without limitation, any thereof referred to in SCHEDULE B hereto.

"COPYRIGHT LICENSE" shall mean any agreement, written or oral, providing for a grant by the Company of
any right in any Copyright, including, without limitation, any thereof referred to in SCHEDULE B hereto.

"INTELLECTUAL PROPERTY" shall means, collectively, the Software Intellectual Property, Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and Trade Secrets.

"OBLIGATIONS" means all of the Company's obligations under this Agreement and the Notes, in each case,
whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or
extinguished and later decreased, created or incurred, and all or any portion of such obligations or liabilities that
are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the
Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended,
supplemented, converted, extended or modified from time to time.

"PATENTS" shall mean (a) all letters patent of the United States or any other country or any political subdivision
thereof, and all reissues and extensions thereof, including, without limitation, any thereof referred to in
SCHEDULE B hereto, and (b) all applications for letters patent of the United States and all divisions,
continuations and continuations-in-part thereof or any other country or any political subdivision, including, without
limitation, any thereof referred to in SCHEDULE B hereto.

"PATENT LICENSE" shall mean all agreements, whether written or oral, providing for the grant by the
Company of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation,
any thereof referred to in SCHEDULE B hereto.

"SECURITY AGREEMENT" shall mean the a Security Agreement, dated the date hereof between Company
and the Secured Party.

"TRADEMARKS" shall mean (a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks,

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logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether
in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state
thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any
thereof referred to in SCHEDULE B hereto, and (b) all reissues, extensions or renewals thereof.

"TRADEMARK LICENSE" shall mean any agreement, written or oral, providing for the grant by the Company
of any right to use any Trademark, including, without limitation, any thereof referred to in SCHEDULE B hereto.

"TRADE SECRETS" shall mean common law and statutory trade secrets and all other confidential or proprietary
or useful information and all know-how obtained by or used in or contemplated at any time for use in the business
of the Company (all of the foregoing being collectively called a "TRADE SECRET"), whether or not such Trade
Secret has been reduced to a writing or other tangible form, including all documents and things embodying,
incorporating or referring in any way to such Trade Secret, all Trade Secret licenses, including each Trade Secret
license referred to in SCHEDULE B hereto, and including the right to sue for and to enjoin and to collect
damages for the actual or threatened misappropriation of any Trade Secret and for the breach or enforcement of
any such Trade Secret license.

2. GRANT OF SECURITY INTEREST. In accordance with Section 3(m) of the Security Agreement, to secure
the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations,
the Company hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the Secured Party, a
continuing security interest in, a continuing first lien upon, an unqualified right to possession and disposition of and
a right of set-off against, in each case to the fullest extent permitted by law, all of the Company's right, title and
interest of whatsoever kind and nature in and to the Intellectual Property (the "SECURITY INTEREST").

3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and warrants, and
covenants and agrees with, the Secured Party as follows:

(a) The Company has the requisite corporate power and authority to enter into this Agreement and otherwise to
carry out its obligations thereunder. The execution, delivery and performance by the Company of this Agreement
and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company. This Agreement constitutes a legal, valid and binding obligation
of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally.

(b) The Company represents and warrants that it has no place of business or offices where its respective books
of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places
where the Intellectual Property is stored or located, except as has been disclosed to the Secured Party;

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(c) Except as set forth on SCHEDULE 3(C), the Company is the sole owner of the Intellectual Property (except
for non-exclusive licenses granted by the Company in the ordinary course of business), free and clear of any liens,
security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to
pledge the Intellectual Property. There is not on file in any governmental or regulatory authority, agency or
recording office an effective financing statement, security agreement, license or transfer or any notice of any of the
foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement)
covering or affecting any of the Intellectual Property. So long as this Agreement shall be in effect, the Company
shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing
statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party
pursuant to the terms of this Agreement), except for a financing statement covering assets acquired by the
Company after the date hereof, provided that the value of the Intellectual Property covered by this Agreement
along with the Collateral (as defined in the Security Agreement) is equal to at least 150% of the Obligations.

(d) The Company shall at all times maintain its books of account and records relating to the Intellectual Property
at its principal place of business and may not relocate such books of account and records unless it delivers to the
Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location
thereof (which must be within the United States) and (ii) evidence that the necessary documents have been filed
and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured
Party valid, perfected and continuing first priority liens in the Intellectual Property to the extent they can be
perfected through such filings.

(e) This Agreement creates in favor of the Secured Party a valid security interest in the Intellectual Property
securing the payment and performance of the Obligations and, upon making the filings required hereunder, a
perfected first priority security interest in such Intellectual Property to the extent that it can be perfected through
such filings.

(f) Upon request of the Secured Party, the Company shall execute and deliver any and all agreements,
instruments, documents, and papers as the Secured Party may request to evidence the Secured Party's security
interest in the Intellectual Property and the goodwill and general intangibles of the Company relating thereto or
represented thereby, and the Company hereby appoints the Secured Party its attorney-in-fact to execute and file
all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such
power being coupled with an interest is irrevocable until the Obligations have been fully satisfied and are paid in
full.

(g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or
default, or an event that with or without the passage of time or notice, shall constitute a breach or default, under
any agreement to which the Company is a party or by which the Company is bound. No consent (including,
without limitation, from stock holders or creditors of the Company) is required for the Company to enter into and
perform its obligations hereunder.

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(h) The Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and
perfected liens and security interests in the Intellectual Property to the extent they can be perfected by filing in
favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to
Section 11. The Company hereby agrees to defend the same against any and all persons. The Company shall
safeguard and protect all Intellectual Property for the account of the Secured Party. Without limiting the generality
of the foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Intellectual
Property and the Security Interest hereunder, and the Company shall obtain and furnish to the Secured Party
from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required
to maintain the priority of the Security Interest hereunder.

(i) The Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses
granted by the Company in the ordinary course of business), sell or otherwise dispose of any of the Intellectual
Property without the prior written consent of the Secured Party.

(j) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly,
in sufficient detail, of any substantial change in the Intellectual Property, and of the occurrence of any event which
would have a material adverse effect on the value of the Intellectual Property or on the Secured Party's security
interest therein.

(k) The Company shall permit the Secured Party and its representatives and agents to inspect the Intellectual
Property at any time, and to make copies of records pertaining to the Intellectual Property as may be requested
by the Secured Party from time to time.

(l) The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and
collect any rights, claims, causes of action and accounts receivable in respect of the Intellectual Property.

(m) The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any
attachment, garnishment, execution or other legal process levied against any Intellectual Property and of any other
information received by the Company that may materially affect the value of the Intellectual Property, the Security
Interest or the rights and remedies of the Secured Party hereunder.

(n) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company
with respect to the Intellectual Property is accurate and complete in all material respects as of the date furnished.

(o) SCHEDULE 3(a) to the Purchase Agreement contains a list of all of the subsidiaries of Company.

(p) SCHEDULE B attached hereto includes all Patents and Patent Licenses, if any, owned by the Company in its
own name as of the date hereof. SCHEDULE B hereto includes all Trademarks and Trademark Licenses, if any,
owned by the Company in its own name as of the date hereof. SCHEDULE B hereto includes all Copyrights and
Copyright

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Licenses, if any, owned by the Company in its own name as of the date hereof. SCHEDULE B hereto includes
all Trade Secrets and Trade Secret Licenses, if any, owned by the Company as of the date hereof. To the best of
the Company's knowledge, each License, Patent, Trademark, Copyright and Trade Secret is valid, subsisting,
unexpired, enforceable and has not been abandoned. Except as set forth in SCHEDULE B, none of such
Licenses, Patents, Trademarks, Copyrights and Trade Secrets is the subject of any licensing or franchise
agreement. To the best of the Company's knowledge, no holding, decision or judgment has been rendered by any
Governmental Body which would limit, cancel or question the validity of any License, Patent, Trademark,
Copyright and Trade Secrets . No action or proceeding is pending (i) seeking to limit, cancel or question the
validity of any License, Patent, Trademark, Copyright or Trade Secret, or (ii) which, if adversely determined,
would have a material adverse effect on the value of any License, Patent, Trademark, Copyright or Trade Secret.
The Company has used and will continue to use for the duration of this Agreement, proper statutory notice in
connection with its use of the Patents, Trademarks and Copyrights and consistent standards of quality in products
leased or sold under the Patents, Trademarks and Copyrights.

(q) With respect to any Intellectual Property:

(i) such Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part;

(ii) such Intellectual Property is valid and enforceable;

(iii) the Company has made all necessary filings and recordations to protect its interest in such Intellectual
Property, including, without limitation, recordations of all of its interests in the Patents, Patent Licenses,
Trademarks and Trademark Licenses in the United States Patent and Trademark Office and in corresponding
offices throughout the world and its claims to the Copyrights and Copyright Licenses in the United States
Copyright Office and in corresponding offices throughout the world;

(iv) other than as set forth in SCHEDULE B, the Company is the exclusive owner of the entire and
unencumbered right, title and interest in and to such Intellectual Property and no claim has been made that the use
of such Intellectual Property infringes on the asserted rights of any third party; and

(v) the Company has performed and will continue to perform all acts and has paid all required fees and taxes to
maintain each and every item of Intellectual Property in full force and effect throughout the world, as applicable.

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(r) Except with respect to any Trademark or Copyright that the Company shall reasonably determine is of
negligible economic value to the Company, the Company shall:

(i) maintain each Trademark and Copyright in full force free from any claim of abandonment for non-use, maintain
as in the past the quality of products and services offered under such Trademark or Copyright; employ such
Trademark or Copyright with the appropriate notice of registration; not adopt or use any mark which is
confusingly similar or a colorable imitation of such Trademark or Copyright unless the Secured Party shall obtain
a perfected security interest in such mark pursuant to this Agreement; and not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may
become invalidated;

(ii) not, except with respect to any Patent that it shall reasonably determine is of negligible economic value to it,
do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated; and

(iii) notify the Secured Party immediately if it knows, or has reason to know, that any application or registration
relating to any Patent, Trademark or Copyright may become abandoned or dedicated, or of any adverse
determination or development (including, without limitation, the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office, United States Copyright
Office or any court or tribunal in any country) regarding its ownership of any Patent, Trademark or Copyright or
its right to register the same or to keep and maintain the same.

(s) Whenever the Company, either by itself or through any agent, employee, licensee or designee, shall file an
application for the registration of any Patent, Trademark or Copyright with the United States Patent and
Trademark Office, United States Copyright Office or any similar office or agency in any other country or any
political subdivision thereof or acquire rights to any new Patent, Trademark or Copyright whether or not
registered, report such filing to the Secured Party within five business days after the last day of the fiscal quarter in
which such filing occurs.

(t) The Company shall take all reasonable and necessary steps, including, without limitation, in any proceeding
before the United States Patent and Trademark Office, United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to
obtain the relevant registration) and to maintain each registration of the Patents, Trademarks and Copyrights,
including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(u) In the event that any Patent, Trademark or Copyright included in the Intellectual Property is infringed,
misappropriated or diluted by a third party, promptly notify the Secured Party after it learns thereof and shall,
unless it shall reasonably determine that such Patent, Trademark or Copyright is of negligible economic value to it,
which determination it

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shall promptly report to the Secured Party, promptly sue for infringement, misappropriation or dilution, to seek
injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or
dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect
such Patent, Trademark or Copyright. If the Company lacks the financial resources to comply with this Section 3
(t), the Company shall so notify the Secured Party and shall cooperate fully with any enforcement action
undertaken by the Secured Party on behalf of the Company.

4. DEFAULTS. The following events shall be "EVENTS OF DEFAULT":

(a) The occurrence of an Event of Default (as defined in the Notes) under the Notes;

(b) Any representation or warranty of the Company in this Agreement or in the Security Agreement shall prove to
have been incorrect in any material respect when made;

(c) The failure by the Company to observe or perform any of its obligations hereunder or in the Security
Agreement for ten (10) days after receipt by the Company of notice of such failure from the Secured Party; and

(d) Any breach of, or default under, the Warrants.

5. DUTY TO HOLD IN TRUST. Upon the occurrence of any Event of Default and at any time thereafter, the
Company shall, upon receipt by it of any revenue, income or other sums subject to the Security Interest, whether
payable pursuant to the Notes or otherwise, or of any check, draft, note, trade acceptance or other instrument
evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith
endorse and transfer any such sums or instruments, or both, to the Secured Party for application to the
satisfaction of the Obligations.

6. RIGHTS AND REMEDIES UPON DEFAULT. Upon occurrence of any Event of Default and at any time
thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under
the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or
any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Intellectual
Property is then located). Without limitation, the Secured Party shall have the following rights and powers:

(a) The Secured Party shall have the right to take possession of the Intellectual Property and, for that purpose,
enter, with the aid and assistance of any person, any premises where the Intellectual Property, or any part
thereof, is or may be placed and remove the same, and the Company shall assemble the Intellectual Property and
make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the
Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's
respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting
the Intellectual Property in saleable or disposable form.

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(b) The Secured Party shall have the right to operate the business of the Company using the Intellectual Property
and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Intellectual
Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash
or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places,
and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except
as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the
Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale,
lease, assignment or other transfer of Intellectual Property, the Secured Party may, unless prohibited by
applicable law which cannot be waived, purchase all or any part of the Intellectual Property being sold, free from
and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived
and released.

7. APPLICATIONS OF PROCEEDS. The proceeds of any such sale, lease or other disposition of the
Intellectual Property hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and
preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in
connection therewith) of the Intellectual Property, to the reasonable attorneys' fees and expenses incurred by the
Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the
Intellectual Property, and then to satisfaction of the Obligations, and to the payment of any other amounts
required by applicable law, after which the Secured Party shall pay to the Company any surplus proceeds. If,
upon the sale, license or other disposition of the Intellectual Property, the proceeds thereof are insufficient to pay
all amounts to which the Secured Party is legally entitled, the Company will be liable for the deficiency, together
with interest thereon, at the rate of 15% per annum (the "DEFAULT RATE"), and the reasonable fees of any
attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law,
the Company waives all claims, damages and demands against the Secured Party arising out of the repossession,
removal, retention or sale of the Intellectual Property, unless due to the gross negligence or willful misconduct of
the Secured Party.

8. COSTS AND EXPENSES. The Company agrees to pay all out-of-pocket fees, costs and expenses incurred
in connection with any filing required hereunder, including without limitation, any financing statements, continuation
statements, partial releases and/or termination statements related thereto or any expenses of any searches
reasonably required by the Secured Party. The Company shall also pay all other claims and charges which in the
reasonable opinion of the Secured Party might prejudice, imperil or otherwise affect the Intellectual Property or
the Security Interest therein. The Company will also, upon demand, pay to the Secured Party the amount of any
and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and
agents, which the Secured Party may incur in connection with (i) the enforcement of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other realization upon, any of the Intellectual
Property, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Notes. Until so
paid, any fees payable hereunder shall be added to the principal amount of the Notes and shall bear interest at the
Default Rate.

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9. RESPONSIBILITY FOR INTELLECTUAL PROPERTY. The Company assumes all liabilities and
responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under
the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage
or theft of any of the Intellectual Property or its unavailability for any reason.

10. SECURITY INTEREST ABSOLUTE. All rights of the Secured Party and all Obligations of the Company
hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this
Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any
portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure
from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any
exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of
or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or
any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole
discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any
other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or
a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid
and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any
reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company
expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for
performance. In the event that at any time any transfer of any Intellectual Property or any payment received by
the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a
voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or
shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the
Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or
satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to
require the Secured Party to proceed against any other person or to apply any Intellectual Property which the
Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives
any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

11. TERM OF AGREEMENT. This Agreement and the Security Interest shall terminate on the date on which all
amounts outstanding under the Notes are no longer outstanding and all other Obligations have been paid or
discharged. Upon such termination, the Secured Party, at the request and at the expense of the Company, will
join in executing any termination statement with respect to any financing statement executed and filed pursuant to
this Agreement.

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12. POWER OF ATTORNEY; FURTHER ASSURANCES.

(a) The Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its
respective officers, agents, successors or assigns with full power of substitution, as the Company's true and lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to, after the occurrence and during
the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments
of payment (including payments payable under or in respect of any policy of insurance) in respect of the
Intellectual Property that may come into possession of the Secured Party; (ii) to sign and endorse any UCC
financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications and notices in connection with accounts, and other documents relating
to the Intellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any
time levied or placed on or threatened against the Intellectual Property;
(iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Intellectual
Property; and (v) generally, to do, at the option of the Secured Party, and at the Company's expense, at any
time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve and
realize upon the Intellectual Property and the Security Interest granted therein in order to effect the intent of this
Agreement, the Notes and the Warrants, all as fully and effectually as the Company might or could do; and the
Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power
of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as
long as any of the Obligations shall be outstanding.

(b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case
may be, in the proper filing and recording places in any jurisdiction, all such instruments, and take all such action
as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to
perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this
Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all
the Intellectual Property.

(c) The Company hereby irrevocably appoints the Secured Party as the Company's attorney-in-fact, with full
authority in the place and stead of the Company and in the name of the Company, from time to time in the
Secured Party's discretion, to take any action and to execute any instrument which the Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of
one or more financing or continuation statements and amendments thereto, relative to any of the Intellectual
Property without the signature of the Company where permitted by law.

13. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing, with
copies to all the other parties hereto, and shall be deemed to have been duly given when (i) if delivered by hand,
upon receipt, (ii) if sent by facsimile, upon receipt of proof of sending thereof,
(iii) if sent by nationally recognized overnight delivery service (receipt requested), the next business day or (iv) if
mailed by first-class registered or certified mail, return receipt requested, postage prepaid, four days after posting
in the U.S. mails, in each case if delivered to the following addresses:

                                                          11
              If to the Company:                        Midnight Holdings Group, Inc.
                                                        22600 Hall Road, Suite 205
                                                        Clinton Township, MI 48036
                                                        Attention: Chief Executive Officer
                                                        Telephone: 586-468-8741
                                                        Facsimile: 586-468-8768

              With copies to:                           Reitler Brown & Rosenblatt LLC
                                                        800 Third Avenue, 21st Floor
                                                        New York, NY 10022
                                                        Attention: Robert Brown, Esq.
                                                        Telephone: 212-209-3060
                                                        Facsimile: 212-371-5500

              If to the Secured Party:                  AJW Partners, LLC
                                                        AJW Offshore, Ltd.
                                                        AJW Qualified Partners, LLC
                                                        New Millennium Capital Partners II, LLC
                                                        1044 Northern Boulevard
                                                        Suite 302
                                                        Roslyn, New York 11576
                                                        Attention: Corey Ribotsky
                                                        Facsimile: 516-739-7115

              With copies to:                           Ballard Spahr Andrews & Ingersoll, LLP
                                                        1735 Market Street, 51st Floor
                                                        Philadelphia, Pennsylvania 19103
                                                        Attention: Gerald J. Guarcini, Esquire
                                                        Facsimile: 215-864-8999




14. OTHER SECURITY. To the extent that the Obligations are now or hereafter secured by property other than
the Intellectual Property or by the guarantee, endorsement or property of any other person, firm, corporation or
other entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate,
modify or take any other action with respect thereto, without in any way modifying or affecting any of the
Secured Party's rights and remedies hereunder.

                                                         12
15. MISCELLANEOUS.

(a) No course of dealing between the Company and the Secured Party, nor any failure to exercise, nor any delay
in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under the Notes shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b) All of the rights and remedies of the Secured Party with respect to the Intellectual Property, whether
established hereby or by the Notes or by any other agreements, instruments or documents or by law shall be
cumulative and may be exercised singly or concurrently.

(c) This Agreement and the Security Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and is intended to supersede all prior negotiations, understandings and agreements with
respect thereto. Except as specifically set forth in this Agreement, no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this Agreement and signed by the
parties hereto.

(d) In the event that any provision of this Agreement is held to be invalid, prohibited or unenforceable in any
jurisdiction for any reason, unless such provision is narrowed by judicial construction, this Agreement shall, as to
such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly
drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any provision of this
Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as to such
jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating
the remaining portion of such provision or the other provisions of this Agreement and without affecting the validity
or enforceability of such provision or the other provisions of this Agreement in any other jurisdiction.

(e) No waiver of any breach or default or any right under this Agreement shall be considered valid unless in
writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any
subsequent breach or default or right, whether of the same or similar nature or otherwise.

(f) This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and
assigns.

(g) Each party shall take such further action and execute and deliver such further documents as may be necessary
or appropriate in order to carry out the provisions and purposes of this Agreement.

(h) This Agreement shall be construed in accordance with the laws of the State of New York, except to the
extent the validity, perfection or enforcement of a security interest hereunder in respect of any particular
Intellectual Property which are governed by a jurisdiction other than the State of New York in which case such
law shall govern. Each of the parties hereto irrevocably submit to the exclusive jurisdiction of any New York
State or United States Federal court sitting in Manhattan county over any action or proceeding arising out of or

                                                           13
relating to this Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of such action
or proceeding may be heard and determined in such New York State or Federal court. The parties hereto agree
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. The parties hereto further waive any
objection to venue in the State of New York and any objection to an action or proceeding in the State of New
York on the basis of forum non conveniens.

(i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF
ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH
PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND
THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND
VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH CONSULTATION.
THIS WAIVER IS IRREVOCABLE, MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS AND
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF A LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(j) This Agreement may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the
event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as
if such facsimile signature were the original thereof.

                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                          14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and
year first above written.

                               MIDNIGHT HOLDINGS GROUP, INC.

                                                   By:

Nicholas Cocco Chief Executive Officer

                                         AJW PARTNERS, LLC
                                          By: SMS Group, LLC

                                                   By:

Corey S. Ribotsky Manager

                                       AJW OFFSHORE, LTD.
                                     By: First Street Manager II, LLC

                                                   By:

Corey S. Ribotsky Manager

                                 AJW QUALIFIED PARTNERS, LLC
                                      By: AJW Manager, LLC

                                                   By:

Corey S. Ribotsky Manager

                        NEW MILLENNIUM CAPITAL PARTNERS II, LLC
                                By: First Street Manager II, LLC

                                                   By:

Corey S. Ribotsky Manager

                                                   15
                                 WHOLLY-OWNED SUBSIDIARIES OF
                                 MIDNIGHT HOLDINGS GROUP, INC.:

                                                       By:

Nicholas Cocco Chief Executive Officer and/or President on behalf of the following entities:

                                  MIDNIGHT AUTO HOLDINGS, INC.,
                                        a Michigan corporation

                                 MIDNIGHT AUTO FRANCHISE CORP.,
                                        a Michigan corporation

                                  ALL NIGHT AUTO(R) STORES, INC.,
                                         a Michigan corporation

                                         ALL NIGHT AUTO INC.,
                                     a Michigan corporation - business done
                                           as All Night Auto of Troy

                              ALL NIGHT AUTO-GROSSE POINTE, INC.,
                                  a Michigan corporation - business done
                                    as All Night Auto of Grosse Pointe

                               ALL NIGHT AUTO OF NORMAL NORTH,
                                       a Michigan corporation

                                     ALL NIGHT AUTO OF AURORA,
                                          a Michigan corporation

                                      ALL NIGHT AUTO OF JOLIET,
                                           a Michigan corporation

                                  ALL NIGHT AUTO OF FORT WAYNE,
                                         a Michigan corporation

                                                       16
                                               SCHEDULE A

PRINCIPAL PLACE OF BUSINESS OF THE COMPANY:

                               22600 Hall Road, Clinton Township, MI 48036

LOCATIONS WHERE COLLATERAL IS LOCATED OR STORED:

3872 Rochester Road, Troy, MI 48083 989 S. Eola Road, Aurora, IL 60504 13 Westport Court, Bloomington,
IL 61704 9500 West 179th Street, Tinley Park, IL 60477 9502 West 179th Street, Tinley Park, IL 60477
1835 East Guadalupe, Suite 116, Tempe, AZ 85283

LIST OF SUBSIDIARIES OF THE COMPANY:

Midnight Auto Holdings, Inc.
Midnight Auto Franchise Corp.
All Night Auto, Inc.
All Night Auto Grosse Pointe, Inc. All Night Auto Stores, Inc.
All Night Auto of Normal North, Inc. All Night Auto of Aurora, Inc.
All Night Auto of Joliet, Inc.
All Night Auto of Fort Wayne, Inc.

                                                      17
                                 SCHEDULE B

A. LICENSES, PATENTS AND PATENT LICENSES

                            REGISTRATION or
       PATENT APPLICATION OR REGISTRATION NO. COUNTRY FILING DATE

B. TRADEMARKS AND TRADEMARK LICENSES

                             REGISTRATION or
                    SERVICE MARK 2,290,780. USA NOV 9 1999

C. COPYRIGHTS AND COPYRIGHT LICENSES

                            REGISTRATION or
        NAME APPLICATION OR REGISTRATION NO. COUNTRY FILING DATE

D. TRADE SECRETS AND TRADE SECRET LICENSES

                            REGISTRATION or
        NAME APPLICATION OR REGISTRATION NO. COUNTRY FILING DATE

                                      18
                SCHEDULE C

Jurisdictions

                    19
                                                    Exhibit 10.4

                                 REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March 28, 2007, and among
Midnight Holdings Group, Inc., a Delaware corporation with its headquarters located at 22600 Hall Road, Suite
205, Clinton Township, MI 48036 (the "COMPANY"), and each of the undersigned (together with their
respective affiliates and any assignee or transferee of all of their respective rights hereunder, the "INITIAL
INVESTORS").

                                                   WHEREAS:

A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith
(the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions
contained therein, to issue and sell to the Initial Investors (i) secured convertible notes in the aggregate principal
amount of up to Three Hundred Fifty Thousand Dollars ($350,000) (the "Notes") that are convertible into shares
of the Company's common stock (the "Common Stock"), upon the terms and subject to the limitations and
conditions set forth in such Notes and (ii) warrants (the "Warrants") to acquire an aggregate of 700,000 shares of
Common Stock, upon the terms and conditions and subject to the limitations and conditions set forth in the
Warrants; and

B. To induce the Initial Investors to execute and deliver the Securities Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the "1933 ACT"), and applicable state
securities laws;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and each of the Initial Investors hereby agree as follows:

1. DEFINITIONS.

a. As used in this Agreement, the following terms shall have the following meanings:

(i) "INVESTORS" means the Initial Investors and any transferee or assignee who agrees to become bound by
the provisions of this Agreement in accordance with Section 9 hereof.

(ii) "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected by preparing and
filing a Registration Statement or Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous basis ("RULE 415"), and the
declaration or ordering of effectiveness of such Registration Statement by the United States Securities and
Exchange Commission (the "SEC").

(iii) "REGISTRABLE SECURITIES" means the Conversion Shares issued or issuable upon conversion or
otherwise pursuant to the Notes and Additional Notes (as
defined in the Securities Purchase Agreement) including, without limitation, Damages Shares (as defined in the
Notes) issued or issuable pursuant to the Notes, shares of Common Stock issued or issuable in payment of the
Standard Liquidated Damages Amount (as defined in the Securities Purchase Agreement), shares issued or
issuable in respect of interest or in redemption of the Notes in accordance with the terms thereof) and Warrant
Shares issuable, upon exercise or otherwise pursuant to the Warrants and Additional Warrants (as defined in the
Securities Purchase Agreement), and any shares of capital stock issued or issuable as a dividend on or in
exchange for or otherwise with respect to any of the foregoing.

(iv) "REGISTRATION STATEMENT" means a registration statement of the Company under the 1933 Act.

b. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in
the Securities Purchase Agreement or the Convertible Note.

2. REGISTRATION.

a. MANDATORY REGISTRATION. The Company shall prepare, and, on or prior to one hundred and twenty
(120) days from the date of Closing (as defined in the Securities Purchase Agreement) (the "FILING DATE"),
file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of
Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the
consent of the Initial Investors, which consent will not be unreasonably withheld) covering the resale of the
Registrable Securities underlying the Notes and Warrants issued or issuable pursuant to the Securities Purchase
Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and
regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers
such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of
or otherwise pursuant to the Notes and exercise of the Warrants to prevent dilution resulting from stock splits,
stock dividends or similar transactions. The number of shares of Common Stock initially included in such
Registration Statement shall be no less than an amount equal to two (2) times the sum of the number of
Conversion Shares that are then issuable upon conversion of the Notes and Additional Notes (based on the
Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the
Conversion Price at such time), and the number of Warrant Shares that are then issuable upon exercise of the
Warrants, without regard to any limitation on the Investor's ability to convert the Notes or exercise the Warrants.
The Company acknowledges that the number of shares initially included in the Registration Statement represents
a good faith estimate of the maximum number of shares issuable upon conversion of the Notes and upon exercise
of the Warrants.

b. UNDERWRITTEN OFFERING. If any offering pursuant to a Registration Statement pursuant to Section 2(a)
hereof involves an underwritten offering, the Investors who hold a majority in interest of the Registrable Securities
subject to such underwritten offering, with the consent of a majority-in-interest of the Initial Investors, shall have
the right to select one legal counsel and an investment banker or bankers and manager or managers to administer
the

                                                          2
offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the
Company.

c. PAYMENTS BY THE COMPANY. The Company shall use its best efforts to obtain effectiveness of the
Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable
Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or
declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after
the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities
cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for
quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ
SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX")
after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-
Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included
for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in
such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the
damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable
Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The
Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding
principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes
from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"),
multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated
for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day
period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that
there shall be excluded from such period any delays which are solely attributable to changes required by the
Investors in the Registration Statement with respect to information relating to the Investors, including, without
limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the
Registration Statement pursuant to
Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that
sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the
Registration Statement has been declared effective (including, without limitation, when sales cannot be made by
reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance
with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section
3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included
for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted
after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means
two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end
of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of
Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for
an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of
Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of
Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

                                                        3
d. PIGGY-BACK REGISTRATIONS. Subject to the last sentence of this Section 2(d), if at any time prior to
the expiration of the Registration Period (as hereinafter defined) the Company shall determine to file with the SEC
a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of
any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities
issuable in connection with stock option or other BONA FIDE, employee benefit plans), the Company shall send
to each Investor who is entitled to registration rights under this Section 2(d) written notice of such determination
and, if within fifteen (15) days after the effective date of such notice, such Investor shall so request in writing, the
Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor
requests to be registered, except that if, in connection with any underwritten public offering for the account of the
Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common
Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing
or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be
obligated to include in such Registration Statement only such limited portion of the Registrable Securities with
respect to which such Investor has requested inclusion hereunder as the underwriter shall permit. Any exclusion
of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities in
proportion to the number of Registrable Securities sought to be included by such Investors; PROVIDED,
HOWEVER, that the Company shall not exclude any Registrable Securities unless the Company has first
excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such
Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED,
FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of
Registrable Securities shall be made pro rata with holders of other securities having the right to include such
securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in
such Registration Statement by reason of demand registration rights. No right to registration of Registrable
Securities under this Section 2(d) shall be construed to limit any registration required under Section 2(a) hereof. If
an offering in connection with which an Investor is entitled to registration under this Section 2(d) is an
underwritten offering, then each Investor whose Registrable Securities are included in such Registration Statement
shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten
offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same
terms and conditions as other shares of Common Stock included in such underwritten offering. Notwithstanding
anything to the contrary set forth herein, the registration rights of the Investors pursuant to this Section 2(d) shall
only be available in the event the Company fails to timely file, obtain effectiveness or maintain effectiveness of any
Registration Statement to be filed pursuant to
Section 2(a) in accordance with the terms of this Agreement.

e. ELIGIBILITY FOR FORM S-3, SB-2 OR S-1; CONVERSION TO FORM S-3. If the Company is not
currently eligible to use Form S-3, not later than five (5) business days after the Company first meets the
registration eligibility and transaction requirements for the use of Form S-3 (or any successor form) for
registration of the offer and sale by the Initial Investors and any other Investors of Registrable Securities, the
Company shall file a Registration Statement on Form S-3 (or such successor form) with respect to the
Registrable Securities covered by the Registration Statement on Form SB-2 or Form S-1, whichever is
applicable, filed

                                                           4
pursuant to Section 2(a) (and include in such Registration Statement on Form S-3 the information required by
Rule 429 under the 1933 Act) or convert the Registration Statement on Form SB-2 or Form S-1, whichever is
applicable, filed pursuant to Section 2(a) to a Form S-3 pursuant to Rule 429 under the 1933 Act and cause
such Registration Statement (or such amendment) to be declared effective no later than forty-five (45) days after
filing. In the event of a breach by the Company of the provisions of this Section 2(e), the Company will be
required to make payments pursuant to Section 2(c) hereof.

3. OBLIGATIONS OF THE COMPANY.

In connection with the registration of the Registrable Securities, the Company shall have the following obligations:

a. The Company shall prepare promptly, and file with the SEC not later than the Filing Date, a Registration
Statement with respect to the number of Registrable Securities provided in Section 2(a), and thereafter use its
best efforts to cause such Registration Statement relating to Registrable Securities to become effective as soon as
possible after such filing but in no event later than one hundred and twenty (120) days from the Filing Date), and
keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the
date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities
(in the opinion of counsel to the Initial Investors) may be immediately sold to the public without registration or
restriction (including, without limitation, as to volume by each holder thereof) under the 1933 Act (the
"REGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto
and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements therein not misleading.

b. The Company shall prepare and file with the SEC such amendments (including post-effective amendments)
and supplements to the Registration Statements and the prospectus used in connection with the Registration
Statements as may be necessary to keep the Registration Statements effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statements until such time as all of such
Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in the Registration Statements. In the event the number of shares available under a
Registration Statement filed pursuant to this Agreement is insufficient to cover all of the Registrable Securities
issued or issuable upon conversion of the Notes and exercise of the Warrants, the Company shall amend the
Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event
within fifteen (15) days after the necessity therefor arises (based on the market price of the Common Stock and
other relevant factors on which the Company reasonably elects to rely). The Company shall use its best efforts to
cause such amendment and/or new Registration Statement to become effective as soon as practicable following
the filing thereof, but in any event within thirty (30) days after the date on which the Company reasonably first
determines (or reasonably should have determined) the need therefor.

                                                           5
The provisions of Section 2(c) above shall be applicable with respect to such obligation, with the ninety (90) days
running from the day the Company reasonably first determines (or reasonably should have determined) the need
therefor.

c. The Company shall furnish to each Investor whose Registrable Securities are included in a Registration
Statement and its legal counsel (i) promptly (but in no event more than two (2) business days) after the same is
prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of each
Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each
amendment or supplement thereto, and, in the case of the Registration Statement referred to in Section
2(a), each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of
correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other
than any portion of any thereof which contains information for which the Company has sought confidential
treatment), and (ii) promptly (but in no event more than two
(2) business days) after the Registration Statement is declared effective by the SEC, such number of copies of a
prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other
documents as such Investor may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Investor. The Company will immediately notify each Investor by facsimile of the
effectiveness of each Registration Statement or any post-effective amendment. The Company will promptly (but
in no event more than five (5) business days) respond to any and all comments received from the SEC (which
comments shall promptly be made available to the Investors upon request), with a view towards causing each
Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable,
shall promptly file an acceleration request as soon as practicable (but in no event more than two (2) business
days) following the resolution or clearance of all SEC comments or, if applicable, following notification by the
SEC that any such Registration Statement or any amendment thereto will not be subject to review and shall
promptly file with the SEC a final prospectus as soon as practicable (but in no event more than two (2) business
days) following receipt by the Company from the SEC of an order declaring the Registration Statement effective.
In the event of a breach by the Company of the provisions of this
Section 3(c), the Company will be required to make payments pursuant to Section 2(c) hereof.

d. The Company shall use reasonable efforts to (i) register and qualify the Registrable Securities covered by the
Registration Statements under such other securities or "blue sky" laws of such jurisdictions in the United States as
the Investors who hold a majority in interest of the Registrable Securities being offered reasonably request, (ii)
prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the
Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; PROVIDED,
HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to (a)
qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3
(d), (b) subject itself to general taxation in any such jurisdiction, (c) file a general consent to service of process in
any such jurisdiction, (d) provide any undertakings that cause the

                                                           6
Company undue expense or burden, or (e) make any change in its charter or bylaws, which in each case the
Board of Directors of the Company determines to be contrary to the best interests of the Company and its
shareholders.

e. In the event Investors who hold a majority-in-interest of the Registrable Securities being offered in the offering
(with the approval of a majority-in-interest of the Initial Investors) select underwriters for the offering, the
Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary indemnification and contribution obligations, with the underwriters of
such offering.

f. As promptly as practicable after becoming aware of such event, the Company shall notify each Investor of the
happening of any event, of which the Company has knowledge, as a result of which the prospectus included in
any Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements therein not misleading, and use its
best efforts promptly to prepare a supplement or amendment to any Registration Statement to correct such untrue
statement or omission, and deliver such number of copies of such supplement or amendment to each Investor as
such Investor may reasonably request; provided that, for not more than ten (10) consecutive trading days (or a
total of not more than twenty (20) trading days in any twelve
(12) month period), the Company may delay the disclosure of material non-public information concerning the
Company (as well as prospectus or Registration Statement updating) the disclosure of which at the time is not, in
the good faith opinion of the Company, in the best interests of the Company (an "ALLOWED DELAY");
provided, further, that the Company shall promptly (i) notify the Investors in writing of the existence of (but in no
event, without the prior written consent of an Investor, shall the Company disclose to such investor any of the
facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise
the Investors in writing to cease all sales under such Registration Statement until the end of the Allowed Delay.
Upon expiration of the Allowed Delay, the Company shall again be bound by the first sentence of this Section 3
(f) with respect to the information giving rise thereto.

g. The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order
at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution
thereof.

h. The Company shall permit a single firm of counsel designated by the Initial Investors to review such
Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or
effectiveness thereof) a reasonable period of time prior to their filing with the SEC, and not file any document in a
form to which such counsel reasonably objects and will not request acceleration of such Registration Statement
without prior notice to such counsel. The sections of such Registration Statement covering information with
respect to the Investors, the Investor's beneficial ownership of securities of the Company or the Investors
intended method of disposition of Registrable Securities shall conform to the information provided to the
Company by each of the Investors.

                                                          7
i. The Company shall make generally available to its security holders as soon as practicable, but not later than
ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day
of the Company's fiscal quarter next following the effective date of the Registration Statement.

j. At the request of any Investor, the Company shall furnish, on the date that Registrable Securities are delivered
to an underwriter, if any, for sale in connection with any Registration Statement or, if such securities are not being
sold by an underwriter, on the date of effectiveness thereof (i) an opinion, dated as of such date, from counsel
representing the Company for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the underwriters, if any, and the Investors and
(ii) a letter, dated such date, from the Company's independent certified public accountants in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and the Investors.

k. The Company shall make available for inspection by (i) any Investor, (ii) any underwriter participating in any
disposition pursuant to a Registration Statement, (iii) one firm of attorneys and one firm of accountants or other
agents retained by the Initial Investors, (iv) one firm of attorneys and one firm of accountants or other agents
retained by all other Investors, and
(v) one firm of attorneys retained by all such underwriters (collectively, the "INSPECTORS") all pertinent
financial and other records, and pertinent corporate documents and properties of the Company, including without
limitation, records of conversions by other holders of convertible securities issued by the Company and the
issuance of stock to such holders pursuant to the conversions (collectively, the "RECORDS"), as shall be
reasonably deemed necessary by each Inspector to enable each Inspector to exercise its due diligence
responsibility, and cause the Company's officers, directors and employees to supply all information which any
Inspector may reasonably request for purposes of such due diligence; PROVIDED, HOWEVER, that each
Inspector shall hold in confidence and shall not make any disclosure (except to an Investor) of any Record or
other information which the Company determines in good faith to be confidential, and of which determination the
Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (b) the release of such Records is ordered pursuant to a
subpoena or other order from a court or government body of competent jurisdiction, or (c) the information in
such Records has been made generally available to the public other than by disclosure in violation of this or any
other agreement. The Company shall not be required to disclose any confidential information in such Records to
any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and
substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this
Section 3(k). Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a
court or governmental body of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality
agreement between the Company and any Investor) shall be deemed to limit the Investor's ability to sell
Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

                                                          8
l. The Company shall hold in confidence and not make any disclosure of information concerning an Investor
provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of
such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii)
the release of such information is ordered pursuant to a subpoena or other order from a court or governmental
body of competent jurisdiction, or (iv) such information has been made generally available to the public other than
by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that
disclosure of such information concerning an Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to such Investor prior to making such
disclosure, and allow the Investor, at its expense, to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, such information.

m. The Company shall (i) cause all the Registrable Securities covered by the Registration Statement to be listed
on each national securities exchange on which securities of the same class or series issued by the Company are
then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or
(ii) to the extent the securities of the same class or series are not then listed on a national securities exchange,
secure the designation and quotation, of all the Registrable Securities covered by the Registration Statement on
Nasdaq or, if not eligible for Nasdaq, on Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap,
on the OTCBB and, without limiting the generality of the foregoing, to arrange for at least two market makers to
register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such
Registrable Securities.

n. The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable
Securities not later than the effective date of the Registration Statement.

o. The Company shall cooperate with the Investors who hold Registrable Securities being offered and the
managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legends) representing Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the
managing underwriter or underwriters, if any, or the Investors may reasonably request and registered in such
names as the managing underwriter or underwriters, if any, or the Investors may request, and, within three (3)
business days after a Registration Statement which includes Registrable Securities is ordered effective by the
SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer
agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such
Registration Statement) an instruction in a form reasonably acceptable to the Investors and an opinion of such
counsel in a form reasonably acceptable to the Investors.

p. At the request of the holders of a majority-in-interest of the Registrable Securities, the Company shall prepare
and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and any prospectus used in connection with the Registration Statement as may be necessary in order
to change the plan of distribution set forth in such Registration Statement.

                                                            9
q. From and after the date of this Agreement, the Company shall not, and shall not agree to, allow the holders of
any securities of the Company to include any of their securities in any Registration Statement under
Section 2(a) hereof or any amendment or supplement thereto under Section 3(b) hereof without the consent of
the holders of a majority-in-interest of the Registrable Securities.

r. The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the
Investors of Registrable Securities pursuant to a Registration Statement.

4. OBLIGATIONS OF THE INVESTORS.

In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:

a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the
Company such information regarding itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such registration as the Company may
reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration
Statement, the Company shall notify each Investor of the information the Company requires from each such
Investor.

b. Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the
Company as reasonably requested by the Company in connection with the preparation and filing of the
Registration Statements hereunder, unless such Investor has notified the Company in writing of such Investor's
election to exclude all of such Investor's Registrable Securities from the Registration Statements.

c. In the event Investors holding a majority-in-interest of the Registrable Securities being registered (with the
approval of the Initial Investors) determine to engage the services of an underwriter, each Investor agrees to enter
into and perform such Investor's obligations under an underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification and contribution obligations, with the managing
underwriter of such offering and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of the Registrable Securities, unless such Investor has notified the Company in writing of
such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement.

d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(f) or 3(g), such Investor will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor's receipt
of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) and, if so
directed by the Company, such Investor shall deliver to the Company (at the expense of the

                                                          10
Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's
possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell
such Investor's Registrable Securities on the basis provided in any underwriting arrangements in usual and
customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions
and any expenses in excess of those payable by the Company pursuant to Section 5 below.

5. EXPENSES OF REGISTRATION.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualification fees, printers and accounting fees, the fees and disbursements of counsel for the
Company, and the reasonable fees and disbursements of one counsel selected by the Initial Investors pursuant to
Sections 2(b) and 3(h) hereof shall be borne by the Company.

6. INDEMNIFICATION.

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

a. To the extent permitted by law, the Company will indemnify, hold harmless and defend (i) each Investor who
holds such Registrable Securities, (ii) the directors, officers, partners, employees, agents and each person who
controls any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the "1934 ACT"), if any, (iii) any underwriter (as defined in the 1933 Act) for the Investors, and (iv) the
directors, officers, partners, employees and each person who controls any such underwriter within the meaning of
the 1933 Act or the 1934 Act, if any (each, an "INDEMNIFIED PERSON"), against any joint or several losses,
claims, damages, liabilities or expenses (collectively, together with actions, proceedings or inquiries by any
regulatory or self-regulatory organization, whether commenced or threatened, in respect thereof, "CLAIMS") to
which any of them may become subject insofar as such Claims arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a Registration Statement or the omission or alleged
omission to state therein a material fact required to be stated or necessary to make the statements therein not
misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary
prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC)
or the omission or alleged omission to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were made, not misleading; or
(iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,

                                                          11
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities (the matters in the foregoing clauses (i) through (iii) being, collectively,
"VIOLATIONS"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel,
the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and
payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim arising out of or based
upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the
Company by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection
with the preparation of such Registration Statement or any such amendment thereof or supplement thereto, if such
prospectus was timely made available by the Company pursuant to Section 3(c) hereof; (ii) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld; and
(iii) with respect to any preliminary prospectus, shall not inure to the benefit of any Indemnified Person if the
untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely
basis in the prospectus, as then amended or supplemented, such corrected prospectus was timely made available
by the Company pursuant to Section 3(c) hereof, and the Indemnified Person was promptly advised in writing not
to use the incorrect prospectus prior to the use giving rise to a Violation and such Indemnified Person,
notwithstanding such advice, used it. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.

b. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees
severally and not jointly to indemnify, hold harmless and defend, to the same extent and in the same manner set
forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement,
each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act, any
underwriter and any other shareholder selling securities pursuant to the Registration Statement or any of its
directors or officers or any person who controls such shareholder or underwriter within the meaning of the 1933
Act or the 1934 Act (collectively and together with an Indemnified Person, an "INDEMNIFIED PARTY"),
against any Claim to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim arises out of or is based upon any Violation by such Investor, in each case to the extent
(and only to the extent) that such Violation occurs in reliance upon and in conformity with written information
furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and
subject to
Section 6(c) such Investor will reimburse any legal or other expenses (promptly as such expenses are incurred
and are due and payable) reasonably incurred by them in connection with investigating or defending any such
Claim; PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 6(b) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such
Investor, which consent shall not be unreasonably withheld; PROVIDED, FURTHER, HOWEVER, that the
Investor shall be liable under this Agreement (including this Section 6(b) and Section 7) for only that amount as
does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to
such Registration Statement. Such indemnity shall remain in

                                                         12
full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in this
Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if
the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a
timely basis in the prospectus, as then amended or supplemented.

c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying
party and the Indemnified Person or the Indemnified Party, as the case may be; PROVIDED, HOWEVER, that
an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and
expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified
Person or Indemnified Party and any other party represented by such counsel in such proceeding. The
indemnifying party shall pay for only one separate legal counsel for the Indemnified Persons or the Indemnified
Parties, as applicable, and such legal counsel shall be selected by Investors holding a majority-in-interest of the
Registrable Securities included in the Registration Statement to which the Claim relates (with the approval of a
majority-in-interest of the Initial Investors), if the Investors are entitled to indemnification hereunder, or the
Company, if the Company is entitled to indemnification hereunder, as applicable. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is actually prejudiced in its ability to defend such action. The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and
payable.

7. CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; PROVIDED, HOWEVER, that
(i) no contribution shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in
Section 6, (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was
not guilty of such fraudulent misrepresentation, and (iii) contribution (together with any indemnification or other
obligations under this Agreement) by

                                                         13
any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities.

8. REPORTS UNDER THE 1934 ACT.

With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any
other similar rule or regulation of the SEC that may at any time permit the investors to sell securities of the
Company to the public without registration ("RULE 144"), the Company agrees to:

a. make and keep public information available, as those terms are understood and defined in Rule 144;

b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933
Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that
nothing herein shall limit the Company's obligations under Section 4(c) of the Securities Purchase Agreement) and
the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

c. furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a
written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act
and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Investors to sell such securities pursuant to Rule 144 without registration.

9. ASSIGNMENT OF REGISTRATION RIGHTS.

The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any
portion of Registrable Securities if:
(i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within
a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of
such transferee or assignee, and (b) the securities with respect to which such registration rights are being
transferred or assigned,
(iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act and applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein, (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase Agreement, and (vi) such transferee shall
be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the
1933 Act.

                                                          14
10. AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with written consent of the Company, each of
the Initial Investors (to the extent such Initial Investor still owns Registrable Securities) and Investors who hold a
majority interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section
10 shall be binding upon each Investor and the Company.

11. MISCELLANEOUS.

a. A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of
record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two
or more persons or entities with respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such Registrable Securities.

b. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered
mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United
States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

                                                If to the Company:

                                           Midnight Holdings Group, Inc.
                                            22600 Hall Road, Suite 205
                                           Clinton Township, MI 48036

Attention: Chief Executive Officer Telephone: 586-468-8741 Facsimile: 586-468-8768

With a copy to:

Reitler Brown & Rosenblatt LLC 800 Third Avenue, 21st Floor New York, NY 10022
Attention: Robert S. Brown, Esq.

                                             Telephone: 212-209-3060

Facsimile: 212-371-5500

If to an Investor: to the address set forth immediately below such Investor's name on the signature pages to the
Securities Purchase Agreement.

                                                          15
With a copy to:

Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street
51st Floor
Philadelphia, Pennsylvania 19103 Attention: Gerald J. Guarcini, Esq.

                                            Telephone: 215-865-8625

Facsimile: 215-864-8999 Email: guarcini@ballardspahr.com

c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver thereof.

d. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS
LOCATED NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS
AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY
WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT
OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN
ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT
SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES,
INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

e. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

f. This Agreement, the Notes, the Warrants and the Securities Purchase Agreement (including all schedules and
exhibits thereto) constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There

                                                         16
are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement and the Securities Purchase Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter hereof and thereof.

g. Subject to the requirements of Section 9 hereof, this Agreement shall be binding upon and inure to the benefit
of the parties and their successors and assigns.

h. The headings in this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.

i. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of
the party so delivering this Agreement.

j. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

k. Except as otherwise provided herein, all consents and other determinations to be made by the Investors
pursuant to this Agreement shall be made by Investors holding a majority of the Registrable Securities,
determined as if the all of the Notes then outstanding have been converted into for Registrable Securities.

l. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each
Investor by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for breach of its obligations under this Agreement will be inadequate and
agrees, in the event of a breach or threatened breach by the Company of any of the provisions under this
Agreement, that each Investor shall be entitled, in addition to all other available remedies in law or in equity, and
in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of
showing economic loss and without any bond or other security being required.

m. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.

                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                         17
IN WITNESS WHEREOF, the Company and the undersigned Initial Investors have caused this Agreement to
be duly executed as of the date first above written.

MIDNIGHT HOLDINGS GROUP, INC.


Nicholas Cocco
Chief Executive Officer

AJW PARTNERS, LLC
By: SMS Group, LLC


Corey S. Ribotsky
Manager

AJW OFFSHORE, LTD.
By: First Street Manager II, LLC


Corey S. Ribotsky
Manager

AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC


Corey S. Ribotsky
Manager

NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC


Corey S. Ribotsky
Manager

                                                 18
                                                    Exhibit 10.5

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN
FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN
COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATIONS UNDER SAID ACT.

                              CALLABLE SECURED CONVERTIBLE NOTE

Clinton Township, Michigan
March 28, 2007 $[---]

FOR VALUE RECEIVED, MIDNIGHT HOLDINGS GROUP, INC., a Delaware corporation (hereinafter
called the "BORROWER"), hereby promises to pay to the order of [-----] or registered assigns (the
"HOLDER") the sum of $[---], on March 28, 2010 (the "MATURITY DATE"), and to pay interest on the
unpaid principal balance hereof at the rate of ten percent (10%) per annum from March 28, 2007 (the "ISSUE
DATE") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or
otherwise. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the
rate of fifteen percent (15%) per annum from the due date thereof until the same is paid ("DEFAULT
INTEREST"). Interest shall commence accruing on the issue date, shall be computed on the basis of a 365-day
year and the actual number of days elapsed and shall be payable, quarterly on March 31, June 30, September 30
and December 31 of each year beginning on the last day of the first full quarter after Issue Date. All payments
due hereunder (to the extent not converted into common stock, $.00005 par value per share, of the Borrower
(the "COMMON STOCK") in accordance with the terms hereof) shall be made in lawful money of the United
States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower
by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be
due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the
next succeeding day which is a business day and, in the case of any interest payment date which is not the date on
which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of
determining the amount of interest due on such date. As used in this Note, the term "business day" shall mean any
day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are
authorized or required by law or executive order to remain closed. Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain
Securities Purchase Agreement, dated March 28, 2007, pursuant to which this Note was originally issued (the
"PURCHASE AGREEMENT").

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be
subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal
liability upon the holder thereof. The obligations of the Borrower under this Note shall be secured by that certain
Security Agreement by and between the Borrower and the Holder of even date herewith.

The following terms shall apply to this Note:

                                    ARTICLE I. CONVERSION RIGHTS

1.1 CONVERSION RIGHT. The Holder shall have the right from time to time, and at any time on or prior to the
earlier of (i) the Maturity Date and
(ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III,
the Optional Prepayment Amount (as defined in Section 5.1) or (iii) any payments pursuant to Section 1.7, each
in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding
and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into
which such Common Stock shall hereafter be changed or reclassified at the conversion price (the
"CONVERSION PRICE") determined as provided herein (a "CONVERSION"); PROVIDED, HOWEVER,
that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this
Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through
the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other
security of the Borrower (including, without limitation, the warrants issued by the Borrower pursuant to the
Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained
herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note
with respect to which the determination of this proviso is being made, would result in beneficial ownership by the
Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the
proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except
as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the
applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached
hereto as Exhibit A (the "NOTICE OF CONVERSION"), delivered to the Borrower by the Holder in
accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile (or by
other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New
York, New York time on such conversion date (the "CONVERSION DATE"). The term "CONVERSION
AMOUNT" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note
to be converted in such

                                                         2
conversion PLUS (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided
in this Note to the Conversion Date PLUS
(3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) PLUS
(4) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or
pursuant to
Section 2(c) of that certain Registration Rights Agreement, dated as of March 28, 2007, executed in connection
with the initial issuance of this Note and the other Notes issued on the Issue Date (the "REGISTRATION
RIGHTS AGREEMENT").

1.2 CONVERSION PRICE.

(a) CALCULATION OF CONVERSION PRICE. The Conversion Price shall be the lesser of (i) the Variable
Conversion Price (as defined herein) and
(ii) the Fixed Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock
splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of
any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and
similar events). The "VARIABLE CONVERSION PRICE" shall mean the Applicable Percentage (as defined
herein) multiplied by the Market Price (as defined herein). "MARKET PRICE" means the average of the lowest
three (3) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period
ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via
facsimile (the "CONVERSION DATE"). "TRADING PRICE" means, for any security as of any date, the
intraday trading price on the Over-the-Counter Bulletin Board (the "OTCBB") as reported by a reliable reporting
service mutually acceptable to and hereafter designated by Holders of a majority in interest of the Notes and the
Borrower or, if the OTCBB is not the principal trading market for such security, the intraday trading price of such
security on the principal securities exchange or trading market where such security is listed or traded or, if no
intraday trading price of such security is available in any of the foregoing manners, the average of the intraday
trading prices of any market makers for such security that are listed in the "pink sheets" by the National Quotation
Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided
above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of
a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in
order to determine the Conversion Price of such Notes. "TRADING DAY" shall mean any day on which the
Common Stock is traded for any period on the OTCBB, or on the principal securities exchange or other
securities market on which the Common Stock is then being traded. "APPLICABLE PERCENTAGE" shall
mean 25%; provided, however, that the Applicable Percentage shall be increased to (i) 30% in the event that the
Registration Statement (as defined in the Registration Rights Agreement) is filed on or before the Filing Date (as
defined in the Registration Rights Agreement) and (ii) 40% in the event that the Registration Statement (as defined
in the Registration Rights Agreement) becomes effective on or before the Effectiveness Deadline) as defined in
the Registration Rights Agreement). The "FIXED CONVERSION PRICE" shall mean $.02.

(b) CONVERSION PRICE DURING MAJOR ANNOUNCEMENTS. Notwithstanding anything contained in
Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement that it intends to
consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or
continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the

                                                          3
assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender
offer to purchase 50% or more of the Borrower's Common Stock (or any other takeover scheme) (the date of
the announcement referred to in clause (i) or (ii) is hereinafter referred to as the "ANNOUNCEMENT DATE"),
then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted
Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which
would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price
that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the
Conversion Price shall be determined as set forth in this Section 1.2(a). For purposes hereof, "ADJUSTED
CONVERSION PRICE TERMINATION DATE" shall mean, with respect to any proposed transaction or
tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has
been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in
the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the
proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become
operative.

1.3 AUTHORIZED SHARES. Subject to the completion of the Charter Amendment Actions (as defined in the
Purchase Agreement), the Borrower covenants that during the period the conversion right exists, the Borrower
will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion of this Note and the other Notes
issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and
reserved two times the number of shares that is actually issuable upon full conversion of the Notes (based on the
Conversion Price of the Notes or the Exercise Price of the Warrants in effect from time to time) (the
"RESERVED AMOUNT"). The Reserved Amount shall be increased from time to time in accordance with the
Borrower's obligations pursuant to Section 4(h) of the Purchase Agreement. The Borrower represents that upon
issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower
shall issue any securities or make any change to its capital structure which would change the number of shares of
Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower
shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of
Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes.
The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the
Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall
constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and
conditions of this Note.

If, at any time a Holder of this Note submits a Notice of Conversion, and the Borrower does not have sufficient
authorized but unissued shares of Common Stock available to effect such conversion in accordance with the
provisions of this Article I (a "CONVERSION DEFAULT"), subject to Section 4.8, the Borrower shall issue to
the Holder all of the shares of Common Stock which are then available to effect such conversion. The portion of
this Note which the Holder included in its Conversion Notice and which exceeds the amount which is then
convertible into available shares of Common Stock (the "EXCESS AMOUNT") shall,

                                                          4
notwithstanding anything to the contrary contained herein, not be convertible into Common Stock in accordance
with the terms hereof until (and at the Holder's option at any time after) the date additional shares of Common
Stock are authorized by the Borrower to permit such conversion, at which time the Conversion Price in respect
thereof shall be the lesser of (i) the Conversion Price on the Conversion Default Date (as defined below) and (ii)
the Conversion Price on the Conversion Date thereafter elected by the Holder in respect thereof. In addition, the
Borrower shall pay to the Holder payments ("CONVERSION DEFAULT PAYMENTS") for a Conversion
Default in the amount of (x) the SUM OF (1) the then outstanding principal amount of this Note PLUS (2)
accrued and unpaid interest on the unpaid principal amount of this Note through the Authorization Date (as
defined below) PLUS (3) Default Interest, if any, on the amounts referred to in clauses (1) and/or (2),
MULTIPLIED BY (y) .24, MULTIPLIED BY (z) (N/365), where N = the number of days from the day the
holder submits a Notice of Conversion giving rise to a Conversion Default (the "CONVERSION DEFAULT
DATE") to the date (the "AUTHORIZATION DATE") that the Borrower authorizes a sufficient number of
shares of Common Stock to effect conversion of the full outstanding principal balance of this Note. The
Borrower shall use its best efforts to authorize a sufficient number of shares of Common Stock as soon as
practicable following the earlier of (i) such time that the Holder notifies the Borrower or that the Borrower
otherwise becomes aware that there are or likely will be insufficient authorized and unissued shares to allow full
conversion thereof and (ii) a Conversion Default. The Borrower shall send notice to the Holder of the
authorization of additional shares of Common Stock, the Authorization Date and the amount of Holder's accrued
Conversion Default Payments. The accrued Conversion Default Payments for each calendar month shall be paid
in cash or shall be convertible into Common Stock (at such time as there are sufficient authorized shares of
Common Stock) at the applicable Conversion Price, at the Borrower's option, as follows:

(a) In the event the Borrower elects to make such payment in cash, cash payment shall be made to Holder by the
fifth (5th) day of the month following the month in which it has accrued; and

(b) In the event the Borrower elects to make such payment in Common Stock, the Holder may convert such
payment amount into Common Stock at the Conversion Price (as in effect at the time of conversion) at any time
after the fifth day of the month following the month in which it has accrued in accordance with the terms of this
Article I (so long as there is then a sufficient number of authorized shares of Common Stock).

The Borrower's election shall be made in writing to the Holder at any time prior to 6:00 p.m., New York, New
York time, on the third day of the month following the month in which Conversion Default payments have
accrued. If no election is made, the Borrower shall be deemed to have elected to remit Common Stock. Nothing
herein shall limit the Holder's right to pursue actual damages (to the extent in excess of the Conversion Default
Payments) for the Borrower's failure to maintain a sufficient number of authorized shares of Common Stock, and
each holder shall have the right to pursue all remedies available at law or in equity (including degree of specific
performance and/or injunctive relief).

                                                         5
1.4 METHOD OF CONVERSION.

(a) MECHANICS OF CONVERSION. Subject to Section 1.1, this Note may be converted by the Holder in
whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of
Conversion (by facsimile or other reasonable means of communication dispatched on the Conversion Date prior
to 6:00 p.m., New York, New York time) and (B) subject to
Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) SURRENDER OF NOTE UPON CONVERSION. Notwithstanding anything to the contrary set forth
herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to
physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so
converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and
the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the
Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any
dispute or discrepancy, such records of the Borrower shall be controlling and determinative in the absence of
manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder
may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the
Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the
Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate
the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note,
acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of
this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than
the amount stated on the face hereof.

(c) PAYMENT OF TAXES. The Borrower shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or
property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower
shall not be required to issue or deliver any such shares or other securities or property unless and until the person
or persons (other than the Holder or the custodian in whose street name such shares are to be held for the
Holder's account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or
shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) DELIVERY OF COMMON STOCK UPON CONVERSION. Upon receipt by the Borrower from the
Holder of a facsimile transmission (or other reasonable means of communication) of a Notice of Conversion
meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or
cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable
upon such conversion within five (5) business days after such receipt (and, solely in the case of conversion of the
entire unpaid principal amount hereof, surrender of this Note) (such second business day being hereinafter
referred to as the "DEADLINE") in accordance with the terms hereof and the Purchase Agreement (including,
without limitation, in accordance with the requirements of Section 2(g) of the Purchase Agreement that certificates
for shares of Common Stock issued on or after the effective date of the Registration Statement upon conversion
of this Note shall not bear any restrictive legend).

                                                         6
(e) OBLIGATION OF BORROWER TO DELIVER COMMON STOCK. Upon receipt by the Borrower of
a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable
upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this
Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this
Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the
right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such
conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower's obligation
to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the
absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision
thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in
the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the
Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion
shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00
p.m., New York, New York time, on such date.

(f) DELIVERY OF COMMON STOCK BY ELECTRONIC TRANSFER. In lieu of delivering physical
certificates representing the Common Stock issuable upon conversion, provided the Borrower's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program,
upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section
1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock
issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC") system.

(g) FAILURE TO DELIVER COMMON STOCK PRIOR TO DEADLINE. Without in any way limiting the
Holder's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if
delivery of the Common Stock issuable upon conversion of this Note is more than two (2) days after the
Deadline (other than a failure due to the circumstances described in
Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000
per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such
cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or,
at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in
which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue
thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into
Common Stock in accordance with the terms of this Note.

1.5 CONCERNING THE SHARES. The shares of Common Stock issuable upon conversion of this Note may
not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the
Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion
shall be in form, substance and

                                                          7
scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or
transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are
sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("RULE 144") or (iv) such shares
are transferred to an "affiliate" (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer
the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase
Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set
forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been
registered under the Act as contemplated by the Registration Rights Agreement or otherwise may be sold
pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be
immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not
been so included in an effective registration statement or that has not been sold pursuant to an effective
registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the
following form, as appropriate:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN
FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN
COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
UNLESS SOLD PURSUANT TO RULE 144 OR REGULATIONS UNDER SAID ACT."

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefor
free of any transfer legend if
(i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such
Common Stock may be made without registration under the Act and the shares are so sold or transferred, (ii)
such Holder provides the Borrower or its transfer agent with reasonable assurances that the Common Stock
issuable upon conversion of this Note (to the extent such securities are deemed to have been acquired on the
same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable upon conversion
of this Note, such security is registered for sale by the Holder under an effective registration statement filed under
the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of
a particular date that can then be immediately sold. Nothing in this Note shall (i) limit the Borrower's obligation
under the Registration Rights Agreement or (ii) affect in any way the Holder's obligations to comply with
applicable prospectus delivery requirements upon the resale of the securities referred to herein.

1.6 EFFECT OF CERTAIN EVENTS.

(a) EFFECT OF MERGER, CONSOLIDATION, ETC. At the option of the Holder, the sale, conveyance or
disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a
transaction or series of related transactions in

                                                          8
which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other
business combination of the Borrower with or into any other Person (as defined below) or Persons when the
Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III)
pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a
condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated
pursuant to Section 1.6(b) hereof. "PERSON" shall mean any individual, corporation, limited liability company,
partnership, association, trust or other entity or organization.

(b) ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If, at any time when this Note is issued
and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of
shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the
Borrower shall be changed into the same or a different number of shares of another class or classes of stock or
securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the
assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the
Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and
upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled
to receive in such transaction had this Note been converted in full immediately prior to such transaction (without
regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be
made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to
any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effect any
transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior
written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special
meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger,
consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during
which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if
not the Borrower) assumes by written instrument the obligations of this Section
1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.

(c) ADJUSTMENT DUE TO DISTRIBUTION. If the Borrower shall declare or make any distribution of its
assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of
return of capital or otherwise (including any dividend or distribution to the Borrower's shareholders in cash or
shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a "DISTRIBUTION"), then
the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining
shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to
the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the
holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such
Distribution.

                                                           9
(d) ADJUSTMENT DUE TO DILUTIVE ISSUANCE. If, at any time when any Notes are issued and
outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have
issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before
deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection
therewith) less than the Fixed Conversion Price in effect on the date of such issuance (or deemed issuance) of
such shares of Common Stock (a "DILUTIVE ISSUANCE"), then immediately upon the Dilutive Issuance, the
Fixed Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in
such Dilutive Issuance; PROVIDED that only one adjustment will be made for each Dilutive Issuance.

The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner
issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to
purchase Common Stock or other securities convertible into or exchangeable for Common Stock
("CONVERTIBLE SECURITIES") (such warrants, rights and options to purchase Common Stock or
Convertible Securities are hereinafter referred to as "OPTIONS") and the price per share for which Common
Stock is issuable upon the exercise of such Options is less than the Fixed Conversion Price then in effect, then the
Fixed Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the "price
per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i)
the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all
such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower
upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of
such Options, the minimum aggregate amount of additional consideration payable upon the conversion or
exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options
(assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price
will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the
conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in
any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable
upon such conversion or exchange is less than the Fixed Conversion Price then in effect, then the Fixed
Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the "price
per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i)
the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all
such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the
Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become
convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the
conversion or exchange of all such Convertible Securities. No further adjustment to the Fixed Conversion Price
will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible
Securities.

                                                         10
(e) PURCHASE RIGHTS. If, at any time when any Notes are issued and outstanding, the Borrower issues any
convertible securities or rights to purchase stock, warrants, securities or other property (the "PURCHASE
RIGHTS") pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such
Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon
complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.

(f) NOTICE OF ADJUSTMENTS. Upon the occurrence of each adjustment or readjustment of the Conversion
Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute
such adjustment or readjustment and prepare and furnish to the Holder of a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.
The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate
setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number
of shares of Common Stock and the amount, if any, of other securities or property which at the time would be
received upon conversion of the Note.

1.7 TRADING MARKET LIMITATIONS. Unless permitted by the applicable rules and regulations of the
principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower
issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase
Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to
any rule of the principal United States securities market on which the Common Stock is then traded (the
"MAXIMUM SHARE AMOUNT"), which shall be 19.99% of the total shares outstanding on the Closing Date
(as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock
dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after
the date hereof. Once the Maximum Share Amount has been issued (the date of which is hereinafter referred to
as the "MAXIMUM CONVERSION DATE"), if the Borrower fails to eliminate any prohibitions under
applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-
regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower's ability to
issue shares of Common Stock in excess of the Maximum Share Amount (a "TRADING MARKET
PREPAYMENT EVENT"), in lieu of any further right to convert this Note, and in full satisfaction of the
Borrower's obligations under this Note, the Borrower shall pay to the Holder, within fifteen (15) business days of
the Maximum Conversion Date (the "TRADING MARKET PREPAYMENT DATE"), an amount equal to
130% TIMES the SUM of (a) the then outstanding principal amount of this Note immediately following the
Maximum Conversion Date, PLUS (b) accrued and unpaid interest on the unpaid principal amount of this Note
to the Trading Market Prepayment Date, PLUS (c) Default Interest, if any, on the amounts referred to in clause
(a) and/or (b) above, PLUS (d) any optional amounts that may be added thereto at the Maximum Conversion
Date by the Holder in accordance with the terms hereof (the then outstanding principal amount of this Note
immediately following the Maximum Conversion Date, PLUS the amounts referred to in clauses (b), (c) and (d)
above shall collectively be referred

                                                          11
to as the "REMAINING CONVERTIBLE AMOUNT"). With respect to each Holder of Notes, the Maximum
Share Amount shall refer to such Holder's PRO RATA share thereof determined in accordance with Section 4.8
below. In the event that the sum of
(x) the aggregate number of shares of Common Stock issued upon conversion of this Note and the other Notes
issued pursuant to the Purchase Agreement PLUS (y) the aggregate number of shares of Common Stock that
remain issuable upon conversion of this Note and the other Notes issued pursuant to the Purchase Agreement,
represents at least one hundred percent (100%) of the Maximum Share Amount (the "TRIGGERING EVENT"),
the Borrower will use its best efforts to seek and obtain Shareholder Approval (or obtain such other relief as will
allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the
Triggering Event and before the Maximum Conversion Date. As used herein, "SHAREHOLDER APPROVAL"
means approval by the shareholders of the Borrower to authorize the issuance of the full number of shares of
Common Stock which would be issuable upon full conversion of the then outstanding Notes but for the Maximum
Share Amount.

1.8 STATUS AS SHAREHOLDER. Upon submission of a Notice of Conversion by a Holder, (i) the shares
covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such
Holder's allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into
shares of Common Stock and (ii) the Holder's rights as a Holder of such converted portion of this Note shall
cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any
remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the
Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received
certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the
Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder
otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall
regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the
Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been
surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the
Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any
subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent
conversions determined in accordance with Section 1.3) for the Borrower's failure to convert this Note.

                                   ARTICLE II. CERTAIN COVENANTS

2.1 DISTRIBUTIONS ON CAPITAL STOCK. So long as the Borrower shall have any obligation under this
Note, the Borrower shall not without the Holder's written consent (a) pay, declare or set apart for such payment,
any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other
than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b)
directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital
stock except for distributions pursuant to any shareholders' rights plan which is approved by a majority of the
Borrower's disinterested directors.

                                                          12
2.2 RESTRICTION ON STOCK REPURCHASES. So long as the Borrower shall have any obligation under
this Note, the Borrower shall not without the Holder's written consent redeem, repurchase or otherwise acquire
(whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of
related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or
acquire any such shares.

2.3 BORROWINGS. So long as the Borrower shall have any obligation under this Note, the Borrower shall not,
without the Holder's written consent, create, incur, assume or suffer to exist any liability for borrowed money in
excess of $50,000, except (a) borrowings in existence or committed on the date hereof and of which the
Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors or financial
institutions incurred in the ordinary course of business or (c) borrowings, the proceeds of which shall be used to
repay this Note.

2.4 SALE OF ASSETS. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not, without the Holder's written consent, sell, lease or otherwise dispose of any significant portion of its assets
outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a
specified use of the proceeds of disposition.

2.5 ADVANCES AND LOANS. So long as the Borrower shall have any obligation under this Note, the
Borrower shall not, without the Holder's written consent, lend money, give credit or make advances to any
person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries
and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof
and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course
of business or (c) not in excess of $50,000.

2.6 CONTINGENT LIABILITIES. So long as the Borrower shall have any obligation under this Note, the
Borrower shall not, without the Holder's written consent, assume, guarantee, endorse, contingently agree to
purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or
corporation, except by the endorsement of negotiable instruments for deposit or collection and except
assumptions, guarantees, endorsements and contingencies (a) in existence or committed on the date hereof and
which the Borrower has informed Holder in writing prior to the date hereof, and (b) similar transactions in the
ordinary course of business.

                                    ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an "EVENT OF DEFAULT") shall occur:

3.1 FAILURE TO PAY PRINCIPAL OR INTEREST. The Borrower fails to pay the principal hereof or
interest thereon when due on this Note, whether at maturity, upon a Trading Market Prepayment Event pursuant
to Section 1.7, upon acceleration or otherwise;

                                                          13
3.2 CONVERSION AND THE SHARES. The Borrower fails to issue shares of Common Stock to the Holder
(or announces or threatens that it will not honor its obligation to do so) upon exercise by the Holder of the
conversion rights of the Holder in accordance with the terms of this Note (for a period of at least sixty
(60) days, if such failure is solely as a result of the circumstances governed by Section 1.3 and the Borrower is
using its best efforts to authorize a sufficient number of shares of Common Stock as soon as practicable), fails to
transfer or cause its transfer agent to transfer (electronically or in certificated form) any certificate for shares of
Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note or the Registration Rights Agreement, or fails to remove any restrictive legend (or to
withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock
issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note or
the Registration Rights Agreement (or makes any announcement, statement or threat that it does not intend to
honor the obligations described in this paragraph) and any such failure shall continue uncured (or any
announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for ten (10) days
after the Borrower shall have been notified thereof in writing by the Holder;

3.3 FAILURE TO TIMELY FILE REGISTRATION OR EFFECT REGISTRATION. The Borrower fails to
file the Registration Statement within sixty (60) days following the Closing Date (as defined in the Purchase
Agreement) or obtain effectiveness with the Securities and Exchange Commission of the Registration Statement
within two hundred fifty (250) days following the Closing Date (as defined in the Purchase Agreement) or such
Registration Statement lapses in effect (or sales cannot otherwise be made thereunder effective, whether by
reason of the Borrower's failure to amend or supplement the prospectus included therein in accordance with the
Registration Rights Agreement or otherwise) for more than twenty (20) consecutive days or forty (40) days in
any twelve month period after the Registration Statement becomes effective;

3.4 BREACH OF COVENANTS. The Borrower breaches any material covenant or other material term or
condition contained in Sections 1.3, 1.6 or 1.7 of this Note, or Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 5 of the
Purchase Agreement and such breach continues for a period of ten (10) days after written notice thereof to the
Borrower from the Holder;

3.5 BREACH OF REPRESENTATIONS AND WARRANTIES. Any representation or warranty of the
Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in
connection herewith (including, without limitation, the Purchase Agreement and the Registration Rights
Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with
the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note, the
Purchase Agreement or the Registration Rights Agreement;

3.6 RECEIVER OR TRUSTEE. The Borrower or any subsidiary of the Borrower shall make an assignment for
the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed;

                                                          14
3.7 JUDGMENTS. Any money judgment, writ or similar process shall be entered or filed against the Borrower
or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain
unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder,
which consent will not be unreasonably withheld;

3.8 BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower
or any subsidiary of the Borrower;

3.9 DELISTING OF COMMON STOCK. The Borrower shall fail to maintain the listing of the Common Stock
on at least one of the OTCBB or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq
SmallCap Market, the New York Stock Exchange, or the American Stock Exchange; or

3.10 DEFAULT UNDER OTHER NOTES. An Event of Default has occurred and is continuing under any of
the other Notes issued pursuant to the Purchase Agreement, then, upon the occurrence and during the
continuation of any Event of Default specified in Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the option of
the Holders of a majority of the aggregate principal amount of the outstanding Notes issued pursuant to the
Purchase Agreement exercisable through the delivery of written notice to the Borrower by such Holders (the
"DEFAULT NOTICE"), and upon the occurrence of an Event of Default specified in Section 3.6 or 3.8, the
Notes shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of
its obligations hereunder, an amount equal to the greater of (i) 130% TIMES the SUM of (w) the then
outstanding principal amount of this Note PLUS (x) accrued and unpaid interest on the unpaid principal amount
of this Note to the date of payment (the "MANDATORY PREPAYMENT DATE") PLUS (y) Default Interest,
if any, on the amounts referred to in clauses (w) and/or (x) PLUS (z) any amounts owed to the Holder pursuant
to Sections 1.3 and 1.4(g) hereof or pursuant to Section 2(c) of the Registration Rights Agreement (the then
outstanding principal amount of this Note to the date of payment PLUS the amounts referred to in clauses (x), (y)
and
(z) shall collectively be known as the "DEFAULT SUM") or (ii) the "parity value" of the Default Sum to be
prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion
of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately
preceding the Mandatory Prepayment Date as the "Conversion Date" for purposes of determining the lowest
applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific
Conversion Date in which case such Conversion Date shall be the Conversion Date), MULTIPLIED BY (b) the
highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the
Event of Default and ending one day prior to the Mandatory Prepayment Date (the "DEFAULT AMOUNT")
and all other amounts payable hereunder shall immediately become due and payable, all without demand,
presentment or notice, all of which hereby are expressly waived, together with all costs, including, without
limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and
remedies available at law or in equity. If the Borrower fails to pay the Default Amount within five (5) business
days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so
long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares),
to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount,

                                                         15
the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion
Price then in effect.

                                      ARTICLE IV. MISCELLANEOUS

4.1 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the
exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

4.2 NOTICES. Any notice herein required or permitted to be given shall be in writing and may be personally
served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt
if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days
after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by
mail. For the purposes hereof, the address of the Holder shall be as shown on the records of the Borrower; and
the address of the Borrower shall be 22600 Hall Road, Suite 205 Clinton Township, MI 48036, facsimile
number: 586-468-8768. Both the Holder and the Borrower may change the address for service by service of
written notice to the other as herein provided.

4.3 AMENDMENTS. This Note and any provision hereof may only be amended by an instrument in writing
signed by the Borrower and the Holder. The term "Note" and all reference thereto, as used throughout this
instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as
originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 ASSIGNABILITY. This Note shall be binding upon the Borrower and its successors and assigns, and shall
inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an
"accredited investor" (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the
contrary, this Note may be pledged as collateral in connection with a BONA FIDE margin account or other
lending arrangement.

4.5 COST OF COLLECTION. If default is made in the payment of this Note, the Borrower shall pay the
Holder hereof costs of collection, including reasonable attorneys' fees.

4.6 GOVERNING LAW. THIS NOTE SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN
NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE, THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE

                                                         16
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY
MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN
ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE SHALL
BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED
BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

4.7 CERTAIN AMOUNTS. Whenever pursuant to this Note the Borrower is required to pay an amount in
excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued
and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual
damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the
amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to
compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale
of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such
shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages
is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the
opportunity to convert this Note into shares of Common Stock.

4.8 ALLOCATIONS OF MAXIMUM SHARE AMOUNT AND RESERVED AMOUNT. The Maximum
Share Amount and Reserved Amount shall be allocated pro rata among the Holders of Notes based on the
principal amount of such Notes issued to each Holder. Each increase to the Maximum Share Amount and
Reserved Amount shall be allocated pro rata among the Holders of Notes based on the principal amount of such
Notes held by each Holder at the time of the increase in the Maximum Share Amount or Reserved Amount. In
the event a Holder shall sell or otherwise transfer any of such Holder's Notes, each transferee shall be allocated a
pro rata portion of such transferor's Maximum Share Amount and Reserved Amount. Any portion of the
Maximum Share Amount or Reserved Amount which remains allocated to any person or entity which does not
hold any Notes shall be allocated to the remaining Holders of Notes, pro rata based on the principal amount of
such Notes then held by such Holders.

4.9 DAMAGES SHARES. The shares of Common Stock that may be issuable to the Holder pursuant to
Sections 1.3 and 1.4(g) hereof and pursuant to Section 2(c) of the Registration Rights Agreement ("DAMAGES
SHARES") shall be treated as Common Stock issuable upon conversion of this Note for all purposes hereof and
shall be subject to all of the limitations and afforded all of the rights of the other shares of Common Stock issuable
hereunder, including without limitation, the right to be included in the Registration Statement filed pursuant to the
Registration Rights Agreement. For purposes of calculating interest payable on the outstanding principal amount
hereof, except as otherwise provided herein, amounts convertible into Damages

                                                         17
Shares ("DAMAGES AMOUNTS") shall not bear interest but must be converted prior to the conversion of any
outstanding principal amount hereof, until the outstanding Damages Amounts is zero.

4.10 DENOMINATIONS. At the request of the Holder, upon surrender of this Note, the Borrower shall
promptly issue new Notes in the aggregate outstanding principal amount hereof, in the form hereof, in such
denominations of at least $50,000 as the Holder shall request.

4.11 PURCHASE AGREEMENT. By its acceptance of this Note, each Holder agrees to be bound by the
applicable terms of the Purchase Agreement.

4.12 NOTICE OF CORPORATE EVENTS. Except as otherwise provided below, the Holder of this Note shall
have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into
Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower's
shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any
taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise
acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or
any other securities or property, or to receive any other right, or for the purpose of determining shareholders who
are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the
assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower
shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30)
days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such
record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement
regarding the amount and character of such dividend, distribution, right or other event to the extent known at such
time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder
substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.12.

4.13 REMEDIES. The Borrower acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby.
Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note
will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of
this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in
addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing
economic loss and without any bond or other security being required.

                                                          18
                                       ARTICLE V. CALL OPTION

5.1 CALL OPTION. Notwithstanding anything to the contrary contained in this Article V, so long as (i) no Event
of Default or Trading Market Prepayment Event shall have occurred and be continuing, (ii) the Borrower has a
sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of the Notes,
then at any time after the Issue Date, and
(iii) the Common Stock is trading at or below $.04 per share, the Borrower shall have the right, exercisable on
not less than ten (10) Trading Days prior written notice to the Holders of the Notes (which notice may not be
sent to the Holders of the Notes until the Borrower is permitted to prepay the Notes pursuant to this Section
5.1), to prepay all of the outstanding Notes in accordance with this Section 5.1. Any notice of prepayment
hereunder (an "OPTIONAL PREPAYMENT") shall be delivered to the Holders of the Notes at their registered
addresses appearing on the books and records of the Borrower and shall state (1) that the Borrower is exercising
its right to prepay all of the Notes issued on the Issue Date and (2) the date of prepayment (the "OPTIONAL
PREPAYMENT NOTICE"). On the date fixed for prepayment (the "OPTIONAL PREPAYMENT DATE"),
the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order
of the Holders as specified by the Holders in writing to the Borrower at least one (1) business day prior to the
Optional Prepayment Date. If the Borrower exercises its right to prepay the Notes, the Borrower shall make
payment to the holders of an amount in cash (the "OPTIONAL PREPAYMENT AMOUNT") equal to either (i)
135% (for prepayments occurring within thirty (30) days of the Issue Date), (ii) 145% for prepayments occurring
between thirty-one (31) and ninety (90) days of the Issue Date, or (iii) 150% (for prepayments occurring after
the ninetieth (90th) day following the Issue Date), multiplied by the sum of (w) the then outstanding principal
amount of this Note PLUS (x) accrued and unpaid interest on the unpaid principal amount of this Note to the
Optional Prepayment Date PLUS (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x)
PLUS (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section 2
(c) of the Registration Rights Agreement (the then outstanding principal amount of this Note to the date of
payment PLUS the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the
"OPTIONAL PREPAYMENT SUM"). Notwithstanding notice of an Optional Prepayment, the Holders shall at
all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Notes in
accordance with Article I and any portion of Notes so converted after receipt of an Optional Prepayment Notice
and prior to the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional
Prepayment Amount shall be deducted from the principal amount of Notes which are otherwise subject to
prepayment pursuant to such notice. If the Borrower delivers an Optional Prepayment Notice and fails to pay the
Optional Prepayment Amount due to the Holders of the Notes within two (2) business days following the
Optional Prepayment Date, the Borrower shall forever forfeit its right to redeem the Notes pursuant to this
Section 5.1.

                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                      19
IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized
officer this 28th day of March, 2007.

                              MIDNIGHT HOLDINGS GROUP, INC.

                              By: _______________________________
                                          Nicholas Cocco
                                       Chief Executive Officer

                                                  20
                                                   EXHIBIT A

                                         NOTICE OF CONVERSION
                                    (To be Executed by the Registered Holder
                                          in order to Convert the Notes)

The undersigned hereby irrevocably elects to convert $__________ principal amount of the Note (defined
below) into shares of common stock, par value $.00005 per share ("COMMON STOCK"), of Midnight
Holdings Group, Inc., a Delaware corporation (the "BORROWER") according to the conditions of the
convertible Notes of the Borrower dated as of March 28, 2007 (the "Notes"), as of the date written below. If
securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to the
Holder for any conversion, except for transfer taxes, if any. A copy of each Note is attached hereto (or evidence
of loss, theft or destruction thereof).

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to
the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission
system ("DWAC TRANSFER").

Name of DTC Prime Broker: _____________________________________________ Account Number:
_______________________________________________________

In lieu of receiving shares of Common Stock issuable pursuant to this Notice of Conversion by way of a DWAC
Transfer, the undersigned hereby requests that the Borrower issue a certificate or certificates for the number of
shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto)
in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name: _________________________________________________________________ Address:
______________________________________________________________

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to
the undersigned upon conversion of the Notes shall be made pursuant to registration of the securities under the
Securities Act of 1933, as amended (the "ACT"), or pursuant to an exemption from registration under the Act.

Date of Conversion: _____________________________ Applicable Conversion Price:
____________________ Number of Shares of Common Stock to be Issued Pursuant to Conversion of the
Notes: ______________ Signature: ______________________________________ Name:
___________________________________________ Address:
________________________________________

                                                         21
The Borrower shall issue and deliver shares of Common Stock to an overnight courier not later than three
business days following receipt of the original Note(s) to be converted, and shall make payments pursuant to the
Notes for the number of business days such issuance and delivery is late.

                                                       22
                            Exhibit 10.6

                    ASSET PURCHASE AGREEMENT



ELITE AUTOMOTIVE GROUP, LLC, AN OKLAHOMA LIMITED LIABILITY COMPANY

                            AS SELLER

                               AND

     ALL NIGHT AUTO OF OKLAHOMA, INC. A MICHIGAN CORPORATION,

                            AS BUYER



                          MARCH 30, 2007
                                           TABLE OF CONTENTS

1. PURCHASE AND SALE OF ASSETS ............................................ 7
1.1 Purchased Assets ................................................ 7
1.2 Excluded Assets ................................................. 8
2. LIABILITIES ............................................................ 9

             2.1    Assumed Liabilities .............................................    9
             2.2    Excluded Liabilities ............................................    9
             2.3    Future Liabilities ..............................................    9
          3. PURCHASE PRICE .........................................................    9
             3.1    Consideration ...................................................    9
             3.2    Closing Payment .................................................    9
             3.3    Allocation of Purchase Price ....................................   10
          4. REPRESENTATIONS AND WARRANTIES OF SELLER AND MEMBERS ...................   10
             4.1    Organization and Good Standing ..................................   10
             4.2    Authority and Enforceability; No Conflict .......................   10
             4.3    Financial Statements ............................................   11
             4.4    Undisclosed Liabilities .........................................   11
             4.5    Absence of Changes ..............................................   11
             4.6    Tax Matters .....................................................   12
             4.7    Books and Records ...............................................   13
             4.8    Sufficiency of Assets ...........................................   13
             4.9    Title; Liens ....................................................   13
             4.10   Contracts. ......................................................   13
             4.11   Condition of Assets .............................................   14
             4.12   Intellectual Property ...........................................   15
             4.13   Licenses ........................................................   15
             4.14   Consents ........................................................   15
             4.15   Employees .......................................................   16
             4.16   Employee Benefits ...............................................   17
             4.17   Insurance .......................................................   18
             4.18   Fleet and Commercial Customers ..................................   18
             4.19   Suppliers .......................................................   18
             4.20   Relationships With Related Persons ..............................   18
             4.21   Environmental, Health and Safety Matters ........................   19
             4.22   Proceedings; Orders .............................................   20
             4.23   Compliance With Laws ............................................   20
             4.24   Claims for Faulty Services ......................................   22
             4.25   Brokers' or Finders' Fees .......................................   22
             4.26   Solvency ........................................................   22
             4.27   Disclosure. .....................................................   22
             4.28   Management Agreements ...........................................   23
             4.29   Patriot Act .....................................................   23
             4.30   Restriction of Access ...........................................   23




5. REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTORS ................. 23
5.1 Organization and Good Standing .................................. 23
5.2 Authority and Enforceability; No Conflict ....................... 23



Asset Purchase Agreement - Elite Automotive Group, LLC Page 2 of 62
           5.3    Brokers' or Finders' Fees .......................................   24
           5.4    Financial Statements ............................................   24
           5.5    Absence of Changes ..............................................   24
           5.6    Consents ........................................................   24
           5.7    Proceedings .....................................................   24
           5.8    Compliance With Laws ............................................   25
           5.9    Solvency ........................................................   25
           5.10   Disclosure. .....................................................   25
        6. COVENANTS ..............................................................   26
           6.1    Further Assurances ..............................................   26
           6.2    Non-Assignable Contracts ........................................   26
           6.3    Public Announcements ............................................   26
           6.4    Employee Matters ................................................   27
           6.5    Account Receivable Collections ..................................   27
           6.6    Members Services ................................................   27
           6.7    Non-Competition Agreement .......................................   27
           6.8    Leases ..........................................................   28
           6.9    Seller's Liability Insurance to remain in Force .................   28
           6.10   Title Policies ..................................................   28
           6.11   Environmental Surveys ...........................................   28
        7. CONDITIONS TO BUYER'S OBLIGATION AT CLOSING ............................   28
           7.1    Accuracy of Representations and Warranties ......................   28
           7.2    Performance of Agreement ........................................   29
           7.3    Consents ........................................................   29
           7.4    Satisfactory Due Diligence Investigation ........................   29
           7.5    Documentation ...................................................   29
           7.6    Uniform Commercial Code Searches ................................   29
           7.7    Proceedings and Litigation Searches .............................   29
           7.8    Tax Lien Searches ...............................................   29
           7.9    Unemployment Liability or Similar Letters .......................   29
           7.10   Seller's Accounts Payable .......................................   30
           7.11   Leases ..........................................................   30
           7.12   Opinion of Counsel ..............................................   30
           7.13   Deliveries ......................................................   30
           7.14   Royalties .......................................................   30
        8. CONDITIONS TO SELLER'S OBLIGATIONS AT CLOSING ..........................   30
           8.1    Accuracy of Representations and Warranties ......................   30
           8.2    Performance of Agreement ........................................   30
           8.3    Consents ........................................................   30
           8.4    Leases ..........................................................   31
           8.5    Deliveries ......................................................   31
           8.6    Satisfactory Due Diligence Investigation ........................   31
           8.7    Documentation ...................................................   31
           8.8    Opinion of Counsel ..............................................   31
           8.9    Manager's Approval ..............................................   31




Asset Purchase Agreement - Elite Automotive Group, LLC Page 3 of 62
9. CLOSING; DELIVERIES .................................................... 31
9.1 Seller's Deliveries ............................................ 31
9.2 Buyer's Deliveries ............................................. 32
10. INDEMNIFICATION AND SURVIVAL .......................................... 33

            10.1    Indemnification of Buyer .......................................   33
            10.2    Indemnification of Seller ......................................   33
            10.3    Procedure for Indemnification and Assumption of Defense ........   34
            10.4    Right of Offset ................................................   36
            10.5    Survival .......................................................   36
            10.6    Remedies Not Exclusive .........................................   36
         11. MISCELLANEOUS .........................................................   36
            11.1    Dispute Resolution .............................................   36
            11.2    Expenses .......................................................   37
            11.3    Notices ........................................................   37
            11.4    Headings .......................................................   37
            11.5    Governing Law; Forum Selection .................................   37
            11.6    No Assignment; Benefit .........................................   38
            11.7    Entire Agreement ...............................................   38
            11.8    Tax Matters ....................................................   38
            11.9    Counterparts ...................................................   38
            11.10     Waiver .......................................................   38
            11.11     Amendment ....................................................   38
            11.12     Number and Gender ............................................   38
            11.13     Ambiguity ....................................................   38
            11.14     WAIVER OF JURY TRIAL .........................................   38
            11.15     Mutual Release ...............................................   39




                                       EXHIBIT AND SCHEDULES

EXHIBITS

                         A      Covenant Not to Compete
                         B      Promissory Note
                         C      Employment Agreement
                         D      Lease-Norman
                         E      Lease-Yukon
                         F      Lease-Warr Acres/Release of Elite and Stearman
                         G-1    Equipment Leases
                         G      Bill of Sale
                         H      Assignment of Insurance Policies
                         I      Closing Statement
                         J      Opinion of Counsel - Seller and Members
                         K      Opinion of Counsel - Buyer and Guarantors
                         L      Dispute Resolution Procedures
                         M      Mutual Release and Satisfaction




Asset Purchase Agreement - Elite Automotive Group, LLC Page 4 of 62
Asset Purchase Agreement - Elite Automotive Group, LLC Page 5 of 62
SCHEDULES

                  1.1(a)    Fixed Assets
                  1.1(c)    Intellectual Property
                  1.1(e)    Machinery and Equipment
                  1.1(f)    Assumed Contracts
                  1.1(g)    License
                  1.1(i)    Warranties
                  1.1(j)    Leasehold Improvements
                  1.1(k)    Litigation Rights
                  1.1(l)    Prepaid Expenses
                  1.2(g)    Other Excluded Assets
                  2.1       Assumed Liabilities
                  3.3(d)    Security Agreement
                  3.4       Allocation of Consideration
                  4.1       Jurisdictions in which Qualified
                  4.3       Financial Statements
                  4.4       Liabilities
                  4.6       Tax Matters
                  4.9       Liens
                  4.10(a)   Material Contracts
                  4.10(b)   Material Contracts Exceptions
                  4.11      Condition of Assets
                  4.12      Seller's Intellectual Property
                  4.13      Seller's Licenses
                  4.14      Seller's Consents
                  4.15      Employees
                  4.16      Employee Benefits
                  4.17      Insurance
                  4.18      Fleet and Commercial Customers
                  4.19      Suppliers
                  4.20      Relationships With Related Persons
                  4.21      Environmental, Health and Safety Matters
                  4.22      Proceedings; Orders
                  4.23      Compliance with Laws; Licenses
                  4.24      Warranty Claims
                  4.25      Accounts Receivable
                  5.0       Buyer's Form 10-K, for the period ending 12/31/06
                  5.6       Buyer and Guarantor Consents
                  5.7       Buyer and Guarantor Proceedings
                  5.8       Buyer and Guarantors Compliance with Law
                  6.4       Employee Matters




Asset Purchase Agreement - Elite Automotive Group, LLC Page 6 of 62
                                     ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is entered into on March 30, 2007, by ALL NIGHT AUTO OF
OKLAHOMA, INC., a Michigan corporation ("BUYER"), ELITE AUTOMOTIVE GROUP LLC, an
Oklahoma limited liability company ("SELLER"), and STEPHEN J.
STEARMAN ("STEVE"), PAULA L. STEARMAN ("PAULA") AND JAMES C. BRUNSON ("JAMES")
(Steve, Paula and James are sometimes referred to individually as a "MEMBER", and sometimes collectively as
the "MEMBERS"). MIDNIGHT HOLDINGS GROUP, INC., MIDNIGHT AUTO FRANCHISE
CORPORATION, and ALL NIGHT AUTO STORES, INC. have joined in this Agreement as joint and several
Guarantors (collectively, the "GUARANTORS").

                                                  RECITALS:

A. Seller owns and operates three automotive service and retail sales centers as a franchisee of Midnight Auto
Franchise Corporation (as a whole, the "Business," and individually, the "Businesses").

B. Seller operates the Business from three locations:

7311 North MacArthur Blvd., Warr Acres, OK ("Warr Acres" or "Leased Premises);
1121 Rambling Oaks Drive, Norman, OK ("Norman"); and 539 South Mustang Road, Yukon, OK ("Yukon").

Seller owns the real estate on which the Norman and Yukon Businesses are located, and leases the real estate on
which the Warr Acres store is located from an unaffiliated third party.

C. Members own all of the issued and outstanding membership interests of Seller.

D. This Agreement describes the terms under which Buyer is buying the Business and substantially all of the non-
equipment assets of Seller and Midnight Auto Franchise Corp. is leasing the equipment and the Warr Acres,
Norman and Yukon locations.

E. Certain capitalized terms are defined in Appendix A.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree to the following:

1. PURCHASE AND SALE OF ASSETS; LEASE OF EQUIPMENT.

1.1 PURCHASED ASSETS. The Seller hereby sells and Buyer hereby purchases all of the Purchased Assets,
free and clear of all Liens. Purchased Assets means all of the assets, other than Excluded Assets, owned by
Seller or in which Seller has any interest and which are used in connection with the Business, including (but not
limited to) the following:


Asset Purchase Agreement - Elite Automotive Group, LLC Page 7 of 62
(a) [intentionally deleted];

(b) all Goodwill;

(c) all Intellectual Property, including that listed on SCHEDULE 1.1(c);

(d) all Business Records;

(e) [intentionally deleted];

(f) those Contracts that will be assumed by Buyer as listed on SCHEDULE 1.1(f) ("Assumed Contracts");

(g) all Licenses, including those listed on SCHEDULE 1.1(g), to the extent they can be transferred;

(h) all Inventories;

(i) all Warranties, including those listed on SCHEDULE 1.1(i);

(j) all Leasehold Improvements, including those listed on SCHEDULE 1.1(j);

(k) all Litigation Rights, including those listed on SCHEDULE 1.1(k);

(l) all Prepaid Expenses, including those listed on SCHEDULE 1.1(l);

(m) cash, cash equivalents and securities; and

(n) all other assets, whether known or unknown, tangible or intangible, or real or personal, and wherever located.

1.2 Excluded Assets. Buyer is not buying any of the FOLLOWING ("Excluded Assets"):

(a) any Contracts other than the Assumed Contracts;

(b) any Limited Liability Company Records;

(c) any claims for Tax or other tax refunds from any governmental authority;

(d) any rights in connection with and assets of any Employee Benefit Plan;

(e) any rights in connection with the Accounts Receivable except as otherwise set forth in this Agreement;

(f) any rights in connection with the Real Property except as otherwise set forth in this Agreement;

(g) those assets listed on SCHEDULE 1.2(g); and,


Asset Purchase Agreement - Elite Automotive Group, LLC Page 8 of 62
(h) the Leased Assets.

1.3 Leased Assets. Seller will lease to Midnight Auto Franchise Corp. and Midnight Auto Franchise Corp. will
lease from Seller the following assets ("Leased Assets") pursuant to the Equipment Leases attached as Exhibit G-
1:

(a) all Fixed Assets, including those listed on SCHEDULE 1.1(a);

(b) all Machinery and Equipment, including that listed on SCHEDULE 1.1(e).

2. LIABILITIES.

2.1 ASSUMED LIABILITIES. Buyer hereby assumes and will be liable and responsible for the following
liabilities of Seller (collectively, the "Assumed Liabilities"):

(a) Seller's obligations under the Assumed Contracts, other than
(i) those that should have been performed prior to the date hereof, (ii) those arising from a breach prior to the
date hereof and (iii) those arising from a warranty claim with respect to work done prior to the date hereof; and

(b) any other set liabilities set forth on Schedule 2.1.

2.2 EXCLUDED LIABILITIES. Buyer will not assume any of the Excluded Liabilities.

2.3 FUTURE LIABILITIES. Buyer will be liable and responsible for all debts and liabilities related to the
operation of the Business arising on or after the date of this Agreement. Seller is and shall remain liable for all
debts and liabilities, except Assumed Liabilities, that arise out of the operation of the Business before the date of
this Agreement.

3. PURCHASE PRICE.

3.1 CONSIDERATION. As consideration ("Consideration") for the Purchased Assets and Members' covenant
of Non-Competition set forth in Section 6.7:

(a) Buyer will pay [*] Dollars ($[*]) ("Purchase Price"); and

(b) Buyer will assume the Assumed Liabilities.

3.2 CLOSING PAYMENT. At Closing, Buyer will deliver the following:

(a) $[*] of the Purchase Price in immediately available funds; and

(b) $[*], the balance of the Purchase Price, shall be paid to Seller in accordance with the terms of a promissory
note to be delivered by Buyer to Seller incurred herewith, in the form of the attached EXHIBIT B (the
"Promissory Note").


Asset Purchase Agreement - Elite Automotive Group, LLC Page 9 of 62
(c) Guarantors hereby jointly and severally guarantee the Buyer's prompt performance of its obligations under the
Promissory Note and the Contemplated Transactions.

3.3 ALLOCATION OF PURCHASE PRICE. Buyer and Seller will allocate the Purchase Price in the manner
set forth on SCHEDULE 3.3, and will file all Tax Returns in a manner consistent with such allocation.

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND MEMBERS. Seller and Members, jointly
and severally, representand warrant the following to Buyer, as of the date hereof:

4.1 ORGANIZATION AND GOOD STANDING. Seller is a limited liability company, duly organized, validly
existing and in good standing under the laws of Oklahoma and has all the requisite authority to own the Purchased
Assets and to conduct the Business as currently owned and conducted. Seller is qualified to do business as a
foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which
Seller is required to be qualified. SCHEDULE 4.1 lists all jurisdictions in which Seller is qualified to do business.
Seller owns no equity interest in any other entity or joint venture.

4.2 AUTHORITY AND ENFORCEABILITY; NO CONFLICT.

(a) Seller has the power and authority to enter into this Agreement, to enter into any and all Additional
Agreements to which it is, or will be, a party, and to execute and deliver all other documents to be executed and
delivered by Seller pursuant to this Agreement (subject to Seller's Required Statutory Approvals) and to
consummate the transactions contemplated in this Agreement. The execution and delivery of this Agreement and
the Additional Agreements have been authorized by all necessary action on Seller's part. This Agreement and all
of the Additional Agreements to which Seller is a party, when fully executed and delivered, will constitute legal,
valid and binding obligations of Seller, enforceable against it in accordance with their respective terms except that
such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

(b) Seller's execution and delivery of this Agreement and all of the Additional Agreements does not violate,
conflict with or result in a breach of or constitute a default under any provision of (i) Seller's Governing
Documents, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or
license of any court or governmental authority applicable to Seller or any of its properties or assets, or (iii) any
note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other
instrument, obligation or agreement of any kind to which Seller is now a party or by which it or


Asset Purchase Agreement - Elite Automotive Group, LLC Page 10 of 62
any of its properties or assets may be bound or affected, or result in the creation or imposition of any lien or
encumbrance on any of the Purchased Assets or the Business or any portion thereof.

4.3 FINANCIAL STATEMENTS.

(a) Set forth on SCHEDULE 4.3 are:

(i) the reviewed balance sheet of Seller as of December 31, 2006 (including the notes to such balance sheet) (the
"Most Recent Balance Sheet") and the related reviewed statements of income and expenses and cash flow, for
the fiscal year then ended (including the notes to such additional statements); and

(ii) the unaudited balance sheets of Seller as of the end of January, 2007 and the related unaudited statements of
income and cash flow for the month then ended.

(b) All of the financial statements referenced in subparagraphs
(a) and (b) above (the "Financial Statements"), are true, correct and complete in all material respects; have been
prepared in accordance with GAAP applied consistently with all corresponding prior fiscal periods of Seller; and
present fairly the financial condition, results of operation, and cash flows of Seller as of the dates and for the
periods indicated.

4.4 UNDISCLOSED LIABILITIES. Except as set forth on SCHEDULE 4.4, Seller has no liabilities or
obligations of any nature other than those (a) reflected in the Financial Statements or the Schedules to this
Agreement, (b) the current liabilities incurred by Seller in the ordinary course since the date of the Most Recent
Balance Sheet, or
(c) the Assumed Liabilities.

4.5 ABSENCE OF CHANGES.

(a) Since the date of the Most Recent Balance Sheet, there has not been any material adverse change in the
business, operations, prospects, assets, results of operations or condition (financial or otherwise) of Seller, and
no event has occurred or circumstance exists that may result in a Material Adverse Effect on the Business.

(b) Since the date of the Most Recent Balance Sheet, Seller has conducted the Business only in the ordinary
course consistent with past practice.

(c) Since the date of the Most Recent Balance Sheet, Seller has not, other than in the ordinary course and
consistent with past practice:

(i) sold, transferred or leased to others any of its assets;

(ii) terminated or materially amended any Contract;


Asset Purchase Agreement - Elite Automotive Group, LLC Page 11 of 62
(iii) made any capital expenditures or capital additions or improvements in excess of an aggregate of $10,000;

(iv) incurred or guaranteed any loan or other obligation;

(v) discharged or satisfied any Lien other than as required pursuant to this Agreement;

(vi) cancelled or compromised any debt or claim or waived or released any right of substantial value;

(vii) subjected any of the Purchased Assets or Leased Assets to any Lien;

(viii) other than as may be consistent with past practice and in the ordinary course, made any change in the rate of
compensation, commission, bonus or other direct or indirect remuneration payable or to be come payable to any
employee, agent, or Member of Seller, or agreed to pay any bonus, extra compensation, pension, severance or
vacation pay to any employee, agent, or Member of Seller;

(ix) modified any Employee Benefit Plan;

(x) entered into any agreement or commitment to do any of the above.

(d) Seller has paid its accounts payable in the ordinary course and in terms no slower than 30 days.

4.6 TAX MATTERS. Except as set forth on SCHEDULE 4.6:

(a) Seller has maintained all records relating to Taxes appropriate to be maintained by it, and have filed timely all
Tax Returns which it is required to file under applicable laws and regulations, and all such Tax Returns are
complete and correct and have been prepared in compliance with all applicable laws and regulations;

(b) Seller has paid timely all Taxes due and owing by it (whether or not such Taxes are required to be shown on
a Tax Return) and have withheld timely and paid over to the appropriate taxing authority all Taxes which it is
required to withhold from amounts paid or owing to any employee, member, manager, investor, creditor,
independent contractor or other third party;

(c) There are no material unresolved questions or claims concerning any Tax liability of Seller;


Asset Purchase Agreement - Elite Automotive Group, LLC Page 12 of 62
(d) There are no liens for Taxes on any of Seller's assets, other than liens for Taxes not yet due and payable;

(e) Neither the Seller nor the Members have received any written notice regarding the audit, examination or
delinquency of any Tax or Tax Return with respect to the Business or any of the Purchased Assets that have not
been resolved or completed; and

(f) Neither the Seller nor the Members are currently contesting any Taxes with respect to the Business or any of
the Purchased Assets or Leased Assets.

4.7 BOOKS AND RECORDS. The Business Records of Seller, all of which have been made available to
Buyer, represent actual, bona fide transactions and have been maintained in accordance with sound business
practices.

4.8 SUFFICIENCY OF ASSETS. Other than the Purchased Assets, the Leased Assets and the Excluded
Assets, (i) Seller does not use any tangible or intangible assets in connection with its operation of the Business;
and (ii) no tangible or intangible assets are necessary to operate the Business in the manner presently operated by
Seller.

4.9 TITLE; LIENS. Except as set forth on Schedule 4.9, Seller owns good and marketable title to all of the
Purchased Assets and the Leased Assets, free and clear of all Liens other than Liens for Taxes for the current
Tax year that are not yet due and payable.

(a) Schedule 1.1(a) contains a true, correct and complete list of all material Fixed Assets that Seller used in
connection with the operation of, or that are related to, the Business.

(b) Schedule 1.1(e) contains a true, correct and complete list of all material Machinery and Equipment that Seller
used in connection with the operation of, or that are related to, the Business.

(c) Schedule 1.1(i) contains a true, correct and complete list of all material Warranties relating to the Business or
the Purchased Assets or the Leased Asseets.

(d) Schedule 1.1(k) contains a true, correct and complete list of all material Litigation Rights relating to the
Business or the Purchased Assets or the Leased Assets

(e) Schedule 1.1(l) contains a true, correct and complete list of all material Prepaid Expenses relating to the
Business or the Purchased Assets or the Leased Assets.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 13 of 62
4.10 CONTRACTS.

(a) Schedule 4.10(a) identifies each Material Contract to which either Seller is a party, or by which either Seller
or any of the Purchased Assets is bound or subject. Seller has delivered or otherwise made available to Buyer a
true, correct and complete copy of each Material Contract that is written. Schedule 4.10(a) sets forth reasonably
complete details concerning each Material Contract that is oral, including the parties to the Contract and the
amount and nature of either Seller's remaining commitment under the Contract.

(b) Except as set forth on SCHEDULE 4.10(b):

(i) each Assumed Contract is in full force and effect and is legal, valid, binding and enforceable in accordance
with its terms;

(ii) each Assumed Contract is assignable without the consent of any other Person;

(iii) to Seller's Knowledge, following the Closing, each Assumed Contract will continue to be legal, valid, binding,
enforceable and in full force and effect on identical terms;

(iv) to Seller's Knowledge, each Person that has or had any obligation or liability under any Assumed Contract is,
and at all times has been, in full compliance with such Assumed Contract;

(v) to Seller's Knowledge, no Assumed Contract will or could reasonably be expected to, on full completion or
performance, have a material adverse effect on the Business or the Purchased Assets or the Leased Assets;

(vi) there are no on-going renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any
Assumed Contract. No Person has asked to renegotiate any Assumed Contract;

(vii) there are no oral agreements or forbearance arrangements in effect, or known disputes with respect to any
Assumed Contract; and

(viii) Seller entered into each Assumed Contract in the ordinary course of business and without the commission of
any act, whether alone or in concert with any other Person, or any consideration having been paid or promised,
that is or would be in violation of any Requirement of Law.

4.11 CONDITION OF ASSETS. Except as set forth on SCHEDULE 4.11:

(a) all of the Fixed Assets, Machinery and Equipment (collectively, the "Tangible Assets") are in generally good
repair and operating condition (ordinary wear and tear excepted), are suitable for immediate use in the


Asset Purchase Agreement - Elite Automotive Group, LLC Page 14 of 62
ordinary course of operating the Business, and, to Seller's Knowledge, have been operated and maintained in
accordance with all Requirements of Law and any applicable warranties; and

(b) Seller has maintained all of the Tangible Assets in the ordinary course of business; there is no deferred
maintenance of any Tangible Asset; and, none of the Tangible Assets requires repairs or replacement other than
as part of routine maintenance in the ordinary course of the Business.

4.12 INTELLECTUAL PROPERTY. The attached SCHEDULE 4.12 contains a true and complete list of
Intellectual Property and any and all corporate and assumed names under which Seller has conducted or is
currently conducting business. Except as set forth on the attached SCHEDULE 4.12, Seller has the complete and
unrestricted right to use and own, has good and marketable title to and has the exclusive right to assign its entire
right, title and interest in and to all of the Intellectual Property, and each item of the Intellectual Property is in full
force and effect. The items comprising the Intellectual Property are the only proprietary property used or
necessary in connection with the Business as presently conducted. Except as set forth on the attached
SCHEDULE 4.12, there has been no infringement, misappropriation or misuse of any of the Intellectual Property
or any other proprietary information related to the Business. There is no claim against Seller that the Intellectual
Property infringes any patent, trademark, trade name, copyright, domain name or other proprietary or intellectual
property right of any third party or that Seller is illegally using the trade secrets or property rights of any third
party.

4.13 LICENSES. SCHEDULE 4.13 is a list of all Licenses used in connection with the Business or the
Purchased Assets or the Leased Assets. Seller has provided Buyer with copies of all Licenses. Except as set
forth on SCHEDULE 4.13, all of the Licenses are in full force and effect and are assignable or transferable to
Buyer in connection with the consummation of the transactions contemplated in this Agreement. Except as set
forth on SCHEDULE 4.13, Seller has obtained all Licenses necessary to, or desirable with respect to, and has
complied with all laws applicable to, its operation of the Business, its ownership of the Purchased Assets or the
Leased Assets. Seller has not engaged in any activity that would cause revocation or suspension of any of the
Licenses. No action or proceeding looking to or contemplating the revocation or suspension of any of the
Licenses is pending or, to Seller's Knowledge, threatened.

4.14 CONSENTS. Except as set forth on SCHEDULE 4.14, Seller does not need any consent, approval, filing
with, or notice to, any Governmental Authority or any lender, lessor, creditor, shareholder or other third-party, in
connection with the execution and delivery of this Agreement and the Additional Agreements or the
consummation of the transactions contemplated in this Agreement and the Additional Agreements. Prior to the
Closing, Seller will properly obtain, perform or give all of the consents, approvals, filings and notices set forth on
the attached


Asset Purchase Agreement - Elite Automotive Group, LLC Page 15 of 62
SCHEDULE 4.14, and as of the Closing, Seller shall give Buyer's counsel copies or adequate evidence of all
such consents, approvals, filings and notices.

4.15 EMPLOYEES.

(a) SCHEDULE 4.15 contains an accurate list of all of the agents and employees of Seller, and the following
information: (i) each employee's and agent's salary or hourly rate and annual bonus, if any, for the fiscal year
ended December 31, 2006 and the current fiscal year, (ii) the total value and an itemization of all fringe benefits
or incentive pay received or to be received by each such individual within such periods,
(iii) each employee's and agent's title and position, and (iv) whether any such employee or agent is absent from
active employment and, if so, the date such absence commenced, the reason for such absence and the anticipated
date of return to active employment.

(b) Except as set forth on SCHEDULE 4.15, there are no, nor have there ever been, written or verbal collective
bargaining or union contracts, employment agreements or other understandings with or affecting any of Seller's
employees.

(c) Hours worked by, and payments made to, Seller's employees (including leased employees) have been in
compliance with the Fair Labor Standards Act and other Requirements of Law.

(d) Except as set forth on SCHEDULE 4.15, all payments due from Seller on account of employees' work,
including health or welfare insurance, vacation monies, retirement plan contributions and severance payments,
have been paid in full.

(e) No labor dispute pertaining to the Business is pending or, to Seller's Knowledge, threatened. There are no
unfair labor practice complaints pending or, to the Seller's Knowledge, threatened involving Seller. Seller has not
experienced any strike or work stoppage during the three (3) years prior to the date of this Agreement. No
representation question exists respecting Seller's employees, and no grievance or internal or informal complaint
exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no
claim for one has been asserted.

(f) Except as set forth on SCHEDULE 4.15, no employee or agent of Seller will become entitled to any payment
or benefit under any contract, plan, understanding, agreement, bonus or arrangement, whether oral or written,
between Seller and such employee or agent in the event that the employment or engagement of such employee or
agent is terminated following the consummation of the transactions contemplated by this Agreement.


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(g) There is no pending or, to Seller's Knowledge, threatened Proceeding with respect to the employment (or
former employment or prospective employment, as the case may be) by Seller of any employee, former
employee or prospective employee (including any leased employee).

(h) To Seller's Knowledge, no complaint or other document has been filed with the Oklahoma Commissioner of
Labor, alleging a violation or breach of any provision of Okla. Stat. Title 40,
Section 165.1 ET SEQ. or any regulation or order thereunder, nor does Seller know of any basis for the filing of
any such complaint or other document.

(i) Seller has operated the Business in compliance with all Labor Laws (without limiting the foregoing, Seller has
not received any written notice of any violation of, and to Seller's Knowledge there is no violation of, any
provision of the Americans with Disabilities Act, the WARN Act, or COBRA).

4.16 EMPLOYEE BENEFITS.

(a) EMPLOYEE BENEFIT PLANS AND DOCUMENTS. Except as disclosed in SCHEDULE 4.16, Seller
does not (and has not) maintained, sponsored, participated in or contributed to, any Employee Benefit Plan.

(b) REPRESENTATIONS. Except as specifically set forth in SCHEDULE 4.16:

(i) COMPLIANCE WITH LAWS: Each Employee Benefit Plan has been administered in full and complete
compliance with ERISA, the Code, the Age Discrimination in Employment Act (to the extent applicable),
COBRA, and any other applicable Requirements of Law, and each Employee Benefit Plan is valid and binding, in
full force and effect, and there are no defaults.

(ii) NO CLAIMS PENDING OR THREATENED: There are no actions, suits or claims pending (other than
routine claims for benefits) or, to the Seller's Knowledge, threatened against any Employee Benefit Plan, against
the assets of any Employee Benefit Plan or against Seller for benefits arising under or pursuant to any Employee
Benefit Plan.

(iii) NO FUNDING DEFICIENCY: Seller does not have a "funding deficiency" as that term is used in Section
412 of the Code, whether or not waived, with regard to any Employee Benefit Plan.

(iv) NO RETIREE BENEFITS: No retiree benefits are payable, either now or in the future, pursuant to any
Welfare Plan.

(v) SUFFICIENT ASSETS: As of the date hereof: (i) with regard to funded plans, the assets of each such
Employee Benefit Plan listed in


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SCHEDULE 4.16 will be equal to or greater than the accrued benefits of the participants and beneficiaries of
such plans.

4.17 INSURANCE. Seller has maintained and now maintains insurance with respect to the Purchased Assets
and Leased Assets, the Business and the Leased Premises covering property damage by fire or other casualty,
general, products and completed operations liability, auto and excess liability, workers' compensation, and fidelity
bonds, all sufficient to protect against any such liabilities, claims and risks, as is customary in the industry.
SCHEDULE 4.17 contains a true and correct list of all insurance policies (other than life insurance policies)
currently maintained by Seller and maintained by Seller for the preceding five (5) years stating the name of the
insurer, policy number, type of coverage, limits and deductibles. All current insurance policies are in full force and
effect. Seller has not received any oral or written notice from any insurance carrier, agent or representative of any
defects or inadequacies in the Purchased Assets or the Leased Assets, the Business, or the Leased Premises,
which, if uncorrected, would result in a termination of insurance coverage or a material increase in the premiums
charged therefore. Except as set forth on SCHEDULE 4.17, there is no state of facts and no event has occurred
forming the basis for any present property, liability, auto, workers' compensation or fidelity claim, which is not
fully covered by insurance.

4.18 FLEET AND COMMERCIAL CUSTOMERS. SCHEDULE 4.18 lists, for the year ended December 31,
2006, the ten (10) largest fleet and/or commercial customers (by dollar volume) of Seller during such year or
partial year, showing the dollar volume of each. To Seller's Knowledge, Seller has good business relationships
with each of its customers listed in Scheduled 4.18, and no adverse change has occurred in the business
relationships of Seller with those customers listed in Schedule 4.18. To Seller's Knowledge, no customer listed in
SCHEDULE 4.18 intends to cease or substantially reduce purchasing goods or services from Seller.

4.19 SUPPLIERS. SCHEDULE 4.19 lists, for the year ended December 31, 2006, the twenty (20) largest
suppliers (by dollar volume) of Seller during such year or partial year, showing the dollar volume of each. Except
as set forth in SCHEDULE 4.19, to Seller's Knowledge, Seller has a good business relationship with each of its
suppliers listed in Schedule 4.19, and no adverse change has occurred in the business relationships of Seller with
those suppliers listed in SCHEDULE
4.19. To Seller's Knowledge, no supplier (whether or not listed in SCHEDULE 4.19) intends to cease or
substantially reduce supplying goods or services to Seller.

4.20 RELATIONSHIPS WITH RELATED PERSONS. Except as disclosed in SCHEDULE 4.20, neither
Seller nor the Members nor any affiliate of any of them: (i) have had any interest in any property (whether real,
personal or mixed and whether tangible or intangible) used in or pertaining to Seller's business; (ii) is a party to
any Contract with, or has any claim or right against, Seller; or (iii) owns, has owned, of record or as a beneficial
owner, an equity interest or any other financial or profit interest in any Person that has;


Asset Purchase Agreement - Elite Automotive Group, LLC Page 18 of 62
(a) had business dealings or a material financial interest in any transaction with Seller other than business dealings
or transactions disclosed in SCHEDULE 4.20, each of which has been conducted in the ordinary course of
Business with Seller at substantially prevailing market prices and on substantially prevailing market terms; or

(b) engaged in competition with Seller with respect to any line of the products or services of Seller in any market
presently served by Seller, except for ownership of less than one percent (1%) of the outstanding capital stock of
a competing business that is publicly traded on any recognized exchange or in the over-the-counter market.

4.21 ENVIRONMENTAL, HEALTH AND SAFETY MATTERS. Except as disclosed in SCHEDULE 4.21:

(a) Seller has not received notice, and Seller has no information which indicates that Seller will be receiving notice
of Proceedings or losses relating to alleged violations by Seller of any Environmental Laws relating to the
Business;

(b) Seller has not received notice or a request for information (and has no Knowledge of any facts or
circumstances) to the effect that Seller may be a potentially responsible party for any facility, site or location
pursuant to CERCLA or other similar Environmental Law relating to the Business;

(c) Seller has been in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions,
requirements and obligations established under the requirements of Environmental Laws relating to the Business,
except where such noncompliance would not have any reasonable likelihood, singly or in the aggregate, of
materially adversely affecting the financial condition, operations, assets, business or properties of the Business,
taken as a whole;

(d) Seller has timely filed all notices, reports and other submissions required under all Environmental Laws,
except for such notices, reports or other submissions with respect to which the failure to so file would not have
any reasonable likelihood, singly or in the aggregate, of materially adversely affecting the financial condition,
operations, assets, business or properties of the Business, taken as a whole;

(e) Seller has been issued all permits, certificates, approvals, licenses and other authorizations required under all
Environmental Laws, have timely applied for them, and are and continue to be in compliance with them and Seller
has had all such required permits, and other authorizations and has been in compliance therewith, in each case
except for such permits and other authorizations with respect to which the failure to obtain or to comply with
which would not have any reasonable likelihood, singly or in the aggregate,


Asset Purchase Agreement - Elite Automotive Group, LLC Page 19 of 62
of materially adversely affecting the financial condition, operations, assets, business or properties of the Business,
taken as a whole; and

(f) Seller has not transported, treated, disposed of or arranged for the transportation, treatment or disposal of any
hazardous wastes, Hazardous Materials, or any waste that was stored, disposed of or treated at any site listed on
any federal CERCLA or state list or other lists of hazardous substance sites.

(g) Neither Seller nor its Members have any knowledge of existence or installation upon the Leased Premises,
either presently or at any previous time, of an underground storage tank.

(h) To Seller's Knowledge, there have been no releases of hazardous substances on the property or on any
adjacent property.

4.22 PROCEEDINGS; ORDERS.

(a) Except as set forth in SCHEDULE 4.22 there is no pending or, to Seller's Knowledge, threatened
Proceeding:

(i) by or against Seller or that otherwise relates to or may affect the Business or any of the Purchased Assets or
any of the Leased Assets; or

(ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with
the Contemplated Transactions.

(b) To Seller's Knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to
any such Proceeding.

(C) Except as set forth in SCHEDULE 4.22;

(i) there is no Order to which Seller, the Business or any of the Purchased Assets or the Leased Assets is
subject; and

(ii) to Seller's Knowledge, no officer, director, agent or employee of Seller is subject to any Order that prohibits
such officer, director, agent or employee from engaging in any conduct relating to the business of Seller.

4.23 COMPLIANCE WITH LAWS.

(a) Except as set forth in SCHEDULE 4.23;


Asset Purchase Agreement - Elite Automotive Group, LLC Page 20 of 62
(i) Seller is (and has always been) in full compliance with each Requirement of Law that is (or was) applicable to
the Business or the ownership or use of any of its assets;

(ii) no event has occurred or circumstance exists that (A) may constitute or result in a violation by Seller of, or a
failure on the part of Seller to comply with, any Requirement of Law or (B) may give rise to any obligation on the
part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and

(iii) Seller has not received, at any time, any notice or other communication (whether oral or written) from any
Governmental Authority or any other Person regarding (A) any actual, alleged, possible or potential violation of,
or failure to comply with, any Requirement of Law or (B) any actual, alleged, possible or potential obligation on
the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

(b) SCHEDULE 4.13 contains an accurate list of each License that is held by Seller or that otherwise relates to
the Business or the Purchased Assets or Leased Assets. Each License listed in SCHEDULE 4.13 is valid and in
full force and effect. Except as set forth in SCHEDULE 4.13:

(i) Seller is, and at all times has been, in full compliance with all of the terms and requirements of each License
identified in SCHEDULE 4.13;

(ii) no event has occurred or circumstance exists that may (A) constitute or result directly or indirectly in a failure
to comply with any term or requirement of any License listed in SCHEDULE 4.13 or (B) result directly or
indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any
License listed in SCHEDULE 4.13;

(iii) Seller has not received any notice (whether oral or written) from any Governmental Authority or any other
Person regarding (A) any actual, alleged, or possible failure to comply with any term or requirement of any
License or (B) any actual, proposed, possible or revocation, withdrawal, suspension, cancellation, termination of
or modification to any Governmental Authorization; and

(iv) all applications required to have been filed for the renewal of the Licenses listed in SCHEDULE 4.13 have
been timely filed with the appropriate Governmental Authority, and all other filings required to have been made
with respect to such Licenses have been timely made with the appropriate Governmental Authorities.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 21 of 62
(c) The Licenses listed in SCHEDULE 4.13 collectively constitute all of the Licenses necessary to permit Seller
to lawfully operate the Business. Except as set forth in SCHEDULE 4.13, all of the Licenses are assignable to
Buyer.

4.24 CLAIMS FOR FAULTY SERVICES.

(a) SCHEDULE 4.24 contains an accurate list of all claims made within the past 24 months by any customer of
Seller, where the customer has claimed that Seller's goods or services were faulty and the cost to correct any
such allegation of faulty goods or services exceeded $500, including the claimant's name, the nature of the claim
and the amount paid to satisfy the claim.

(b) Except as listed on SCHEDULE 4.24, neither Seller nor the Members are aware of (i) any actual or alleged
accident, failure, condition or defect in any of Seller's products or services that resulted, or is alleged to have
resulted, in bodily injury or damage to property (including Seller's product), or (ii) any complaints of defects in, or
complaints of any actual or potential malfunction of, any of Seller's products and services.

4.25 BROKERS' OR FINDERS' FEES. Neither Seller nor any of its employees, agents or representatives have
incurred any obligation, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other
similar payments in connection with the sale of the Purchased Assets or the Leased Assets or the Contemplated
Transactions.

4.26 SOLVENCY.

(a) Seller is not insolvent and will not be rendered insolvent by any of the Contemplated Transactions. As used in
this section, "insolvent" means that both: (i) the sum of the debts and other probable liabilities of Seller exceeds
the present fair saleable value of Seller's assets; and (ii) Seller has sufficient liquidity to pay its obligations in the
ordinary course of business.

(b) The cash available to Seller following consummation of the Contemplated Transactions, after taking into
account all other anticipated uses of the cash, will be sufficient to pay all of Seller's obligations in accordance with
their terms.

4.27 DISCLOSURE.

(a) No representation or warranty or other written statement made by Seller's Members or their agents in this
Agreement, in any Schedule, or given to Buyer in connection with the Contemplated Transactions, contains any
untrue statement or omits to state a material fact necessary to make it in light of the circumstances in which it was
made, not misleading.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 22 of 62
(b) Neither Seller nor Members has Knowledge of any fact (other than general economic or industry conditions)
that may materially adversely affect the Business or the Purchased Assets or the Leased Assets.

4.28 MANAGEMENT AGREEMENTS. Seller is not a party to any management agreement with respect to the
Business or any of the Purchased Assets or Leased Assets.

4.29 PATRIOT ACT. Seller and its Members and managers, shall not transfer any of the proceeds obtained as a
result of this Agreement to any person or entity listed on the Office of Foreign Assets Control list as "Terrorists"
or "Specially Designated Nationals and Blocked Persons" or otherwise be in violation of the International Money
Laundering Abatement and Financial Anti-Terrorism Act of 2001.

4.30 RESTRICTION OF ACCESS. To Seller's Knowledge, there are no current federal, state, county, or
municipal plans to materially restrict or materially change access to any part of the Leased Premises from any
highway or road leading directly to or abutting any part of the Leased Premises.

5. REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTORS. Buyer and Guarantors,
jointly and severally, represent and warrant to Seller and the Members, as follows:

5.1 ORGANIZATION AND GOOD STANDING. Buyer is a Michigan corporation, duly organized, validly
existing and in good standing under the laws of Michigan. Midnight Holdings Group, Inc. is a Delaware
corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.
Midnight Auto Franchise Corporation is a Michigan corporation, duly organized, validly existing and in good
standing under the laws of the State of Michigan. All Night Auto Stores, Inc. is a Michigan corporation, duly
organized, validly existing and in good standing under the laws of the State of Michigan. Buyer and Guarantors
are qualified to do business as a foreign corporation and are in good standing under the laws of each state or
other jurisdiction in which Buyer or Guarantors are required to be qualified.

5.2 AUTHORITY AND ENFORCEABILITY; NO CONFLICT.

(a) Buyer and Guarantors have the power and authority to enter into this Agreement, to enter into any and all
Additional Agreements to which they are, or will be, a party, and to consummate the transactions contemplated in
this Agreement. The execution and delivery of this Agreement and the Additional Agreements have been
authorized by all necessary action on Buyer's and Guarantors' part. This Agreement and all of the Additional
Agreements to which Buyer or Guarantors are a party, when fully executed and delivered, will constitute legal,
valid and binding obligations of Buyer and Guarantors, enforceable against them in accordance with their
respective terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws


Asset Purchase Agreement - Elite Automotive Group, LLC Page 23 of 62
affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

(b) Buyer's and Guarantors' execution and delivery of this Agreement and all of the Additional Agreements does
not violate, conflict with or result in a breach of any provision of (i) Buyer's or Guarantors' Governing Documents,
(ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any
court or governmental authority applicable to Buyer or Guarantors or any of their properties or assets, or (iii) any
note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other
instrument, obligation or agreement of any kind to which Buyer or Guarantors are now a party or by which they
or any of their properties or assets may be bound or affected.

5.3 BROKERS' OR FINDERS' FEES. Neither Buyer nor any of its employees, agents or representatives has
incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payments in connection with the sale of the Purchased Assets or the Leased Assets or the
Contemplated Transactions.

5.4 FINANCIAL STATEMENTS. All financial statements filed by Midnight Holdings Group, Inc. with the
Securities and Exchange Commission ("SEC") since January 1, 2006 are true, correct and complete in all
material respects; have been prepared in accordance with GAAP applied consistently; and present fairly the
financial condition, results of operation, and cash flows of Midnight Holdings Group, Inc. as of the dates and for
the periods indicated.

5.5 ABSENCE OF CHANGES. Since the date of the most recent financial statement filed by Midnight Holdings
Group, Inc. with the SEC, there has not been any material adverse change in the business, operations, prospects,
assets, results of operations or condition (financial or otherwise) of Midnight Holdings Group, Inc., and no event
has occurred or circumstance exists that may result in a Material Adverse Change.

5.6 CONSENTS. Except as set forth in SCHEDULE 5.6, Buyer and Guarantors do not need any consent,
approval, filing with, or notice to, any Governmental Authority or any lender, lessor, creditor, shareholder or
other third-party, in connection with the execution and delivery of this Agreement and the Additional Agreements
or the consummation of the transactions contemplated in this Agreement and the Additional Agreements.

5.7 PROCEEDINGS

(a) Except as set forth in SCHEDULE 5.7, there is no pending or, to Buyer's Knowledge or to Guarantors'
Knowledge, threatened Proceeding:


Asset Purchase Agreement - Elite Automotive Group, LLC Page 24 of 62
(i) by or against Buyer or Guarantors or that otherwise relates to or may affect their business, the Business or any
of the Purchased Assets; or

(ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with
the Contemplated Transactions.

(b) To Buyer's Knowledge and to Guarantors' Knowledge, no event has occurred or circumstance exists that is
reasonably likely to give rise to any such Proceeding.

5.8 COMPLIANCE WITH LAWS. Except as set forth in SCHEDULE 4.23;

(a) Buyer and Guarantors are (and have always been) in full compliance with each Requirement of Law that is (or
was) applicable to their businesses or the ownership or use of any of their assets;

(b) no event has occurred or circumstance exists that (A) may constitute or result in a violation by Buyer or
Guarantors of, or a failure on the part of Buyer or Guarantors to comply with, any Requirement of Law or (B)
may give rise to any obligation on the part of Buyer or Guarantors to undertake, or to bear all or any portion of
the cost of, any remedial action of any nature; and

(c) Buyers and Guarantors have not received, at any time, any notice or other communication (whether oral or
written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible or
potential violation of, or failure to comply with, any Requirement of Law or (B) any actual, alleged, possible or
potential obligation on the part of Buyer or Guarantors to undertake, or to bear all or any portion of the cost of,
any remedial action of any nature.

5.9 SOLVENCY. Buyer and Guarantors, as the case may be, are not insolvent and will not be rendered
insolvent by any of the Contemplated Transactions. As used in this section, "insolvent" means that both: (i) the
sum of the debts and other probable liabilities of Buyer and Guarantors, as the case may be (excluding
indebtedness owed by Buyer to its private equity funding source, NIR Group, Inc. and its affilates), exceeds the
present fair saleable value of Buyer's and Guarantors' assets, as the case may be, and
(ii) Buyer and Guarantors, as the case may be, have sufficient liquidity (assuming that NIR Group, Inc. or its
affiliates continue to provide funding to Midnight Holdings Group, Inc. consistent with their past practice) to pay
their obligations in the ordinary course of business.

5.10 Subsidiaries. Buyer has formed and owns as wholly-owned subsidiaries, All Night Auto of Warr Acres, Inc.
(to operate the Warr Acres Location), All Night Auto of Yukon,


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Inc. (to operate the Yukon Location), All Night Auto of Norman, Inc. (to operate the Norman Location).

5.11 DISCLOSURE.

(a) No representation or warranty or other written statement made by Buyer or Guarantors in this Agreement, in
any Schedule, or given to Seller in connection with the Contemplated Transactions, contains any untrue statement
or omits to state a material fact necessary to make it in light of the circumstances in which it was made, not
misleading.

(b) Neither Buyer nor Guarantors have Knowledge of any fact (other than general economic or industry
conditions) that may materially adversely affect their businesses, the Business or the Purchased Assets or the
Leased Assets.

6. COVENANTS.

6.1 FURTHER ASSURANCES. From time to time after the date hereof, at a party's request and without further
consideration, the other party or parties, as the case may be, will execute and deliver or cause to be executed
and delivered such further instruments of conveyance, assignment and transfer and will take such other action as
the requesting party may reasonably request in order to more effectively effectuate the contemplated transactions.
On Buyer's request, Seller and Members will cooperate with Buyer on or after the date hereof by furnishing
information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements
or disputes involving Buyer and which are based on contracts, leases, arrangements or acts of Seller which were
in effect or occurred on or before the date hereof.

6.2 NON-ASSIGNABLE CONTRACTS. If any Assumed Contract, by virtue of its subject matter, or by
operation of law, is not assignable to Buyer without the consent of a third party (the "Non-Assignable
Contracts"), including without limitation those listed on Schedule 4.10, Seller agrees to use its best efforts as soon
as practicable after the execution and delivery of this Agreement to obtain any consents necessary to convey to
Buyer such Non-Assignable Contracts or the benefits of such Contracts, or if such consent is not obtained, to
provide Buyer with the same economic and other benefits of any such Non-Assignable Contracts as if it had been
assigned. Nothing in this Agreement shall be construed as an attempt or an agreement to assign or cause the
assignment of any Non-Assignable Contract, unless such consent has been given, or as to which all the remedies
for its enforcement by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments
provided by this Agreement.

6.3 PUBLIC ANNOUNCEMENTS. Except as required by Law (including the duty of Buyer to file a Form 8-
K with respect to this transaction), no party to this Agreement will, nor will they permit any of their affiliates to,
make any public announcement


Asset Purchase Agreement - Elite Automotive Group, LLC Page 26 of 62
in respect of this Agreement or the transactions contemplated by this Agreement without the prior consent of the
other.

6.4 EMPLOYEE MATTERS.

(a) NO OBLIGATION TO HIRE. No provision of this Agreement is intended to confer on any employee of
Seller any right to continued employment after the date hereof except as otherwise expressly stated herein. On or
as of the date hereof, Seller will terminate those of its employees to whom Buyer chooses to offer employment
(as identified on Schedule 6.4) and will pay all such employees any amounts due through the date hereof for
accrued wages and benefits.

(b) NO OBLIGATION UNDER PLANS OR OTHER LIABILITY. Buyer assumes no obligation arising under
any of Seller's Employee Benefit Plans, whether for current, former or retired employees of Seller. Seller will
indemnify and hold Buyer harmless from any obligation arising with respect to Seller's Employee Benefit Plans.
Seller is and shall be fully liable for all workers' compensation benefits payable to its employees for any claim for
such benefits arising as the result of an injury or occupational disease sustained prior to the date hereof.

6.5 ACCOUNT RECEIVABLE COLLECTIONS. In order to avoid disruption of the Business, Buyer shall use
commercially reasonable efforts to collect Seller's Accounts Receivable as set forth in Schedule 4.25. The
amount of any Accounts Receivable collected will be paid over to Seller, less a fifteen (15%) percent collection
fee that shall be retained by Buyer. Any accounts receivable remaining unpaid thirty
(30) days following Closing will be turned over to Seller for collection. Buyer assumes no liability for the
uncollectability of any accounts receivable.

6.6 MEMBERS SERVICES. On the date hereof, Buyer shall enter into an Employment Agreement with Steve in
the form of the attached Exhibit C (the "Employment Agreement"). In addition, Buyer shall hire James and Joya
Stearman on the same terms and conditions and with the same benefits as the Buyer offers its other employees
who hold comparable positions

6.7 NON-COMPETITION AGREEMENT. The Members hereby agree that during the period of five (5) years
following the date of this Agreement (the "Restricted Period"), none of them shall, directly or indirectly, as
employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative
capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant
or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or
otherwise assist any person or entity (other than the Buyer) that engages in or owns, invests in, operates, manages
or controls any venture or enterprise that directly or indirectly engages or proposes to engage the automotive
repair business, or the sale of


Asset Purchase Agreement - Elite Automotive Group, LLC Page 27 of 62
automotive aftermarket parts or accessories and which conducts (or proposes to conduct) business anywhere
within a 10 mile radius around any retail store or automotive service center operated, franchised, or supplied by
the Buyer or its affiliates (or potential retail store or automotive service center locations which the Buyer plans to
open, build, operate, franchise or supply as of the end of the Restricted Period if the Buyer has taken more than
one affirmative act in effecting such plans) in the State of Oklahoma (the "Territory"); PROVIDED, HOWEVER,
that nothing contained herein shall be construed to prevent the Members from investing in the stock or other
securities of any competing corporation or entity listed on a national securities exchange or traded in the over-the-
counter market, but only if the Members are not actively involved in the business of said corporation or entity and
if the Members and their associates (as such term is defined in Regulation 14(A) promulgated under the Securities
Exchange Act of 1934, as in effect on the date of this Agreement), collectively, do not own more than an
aggregate of five (5%) percent of the stock of such corporation ("Permitted Investments"). Notwithstanding
anything in this Section 6.7 or elsewhere in this Agreement to the contrary, should the Buyer, the Guarantors or
any of their affiliates, successors or assigns breach any provision of this Agreement or the Additional Agreements,
which breach is not cured within fifteen (15) Business Days written notice by the Seller or a Member to the
breaching party, this Section 6.7 shall become void as of the end of the fifteen (15) Business Day notice period
unless otherwise agreed to in writing by the parties. The voiding of this Section 6.7 shall not diminish or otherwise
adversely affect the Seller's or the Members' right to bring an action to for that breach.

6.8 LEASES. On the date of this Agreement, Buyer and Seller shall enter into Leases for the Norman and
Yukon stores and Seller shall have caused the owner of the Warr Acres real estate to have entered into a lease
with Buyer for the Warr Acres store on terms reasonably satisfactory to Buyer (the "Leases"). The Leases shall
be in the form of Exhibits D, E and F to this Agreement.

6.9 SELLER'S LIABILITY INSURANCE TO REMAIN IN FORCE. [Intentionally deleted.]

6.10 TITLE POLICIES. [Intentionally deleted.]

6.11 ENVIRONMENTAL SURVEYS. On the date of this Agreement, the Buyer will have obtained Phase I
environmental surveys conducted by an environmental consulting firm reasonably acceptable to the Seller, the
costs, fees, and expenses of which will be shared equally between the Buyer and the Seller.

7. CONDITIONS TO BUYER'S OBLIGATION AT CLOSING. The obligation of Buyer to consummate the
Contemplated Transactions is subject to the satisfaction of all of the following conditions precedent, any of which
may be waived in writing by Buyer:

7.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. All representations, warranties and
covenants made by Seller in this Agreement or any instrument contemplated by this Agreement must be true and
correct in all respects.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 28 of 62
7.2 PERFORMANCE OF AGREEMENT. Seller must have performed all of its obligations under this
Agreement that are to have been performed.

7.3 CONSENTS. All consents, approvals or authorizations of, or designations, declarations or filings with, any
Governmental Authority, or any lender, lessor, creditor, landlord or other Person required in connection with the
execution, delivery, performance of or compliance with this Agreement and the Contemplated Transactions must
have been received or made.

7.4 SATISFACTORY DUE DILIGENCE INVESTIGATION. Buyer must be satisfied, in its sole and absolute
discretion, with the results of its due diligence investigations of the Business and the Purchased Assets and the
Leased Assets (including, without limitation, a satisfactory walk though inspection and a physical inspection of the
service centers by Buyer 24 hours before closing to confirm that the service centers are in the same condition as
on the date of the Term Sheet dated January 25, 2007 between the parties and that each service center has a
reasonable amount of inventory to meet customer needs).

7.5 DOCUMENTATION. Seller (and in the case of the Employment Agreement, Steve) must have executed
and delivered or caused to be executed and delivered all of the documents described in Section 9.1 below. All
documents relating to the Contemplated Transactions must be satisfactory in form and content to Buyer's legal
counsel.

7.6 UNIFORM COMMERCIAL CODE SEARCHES. Buyer shall have received Uniform Commercial Code
Searches certified by the Secretary of State or corresponding state agency and, if applicable, county agency in
each state in which any of the Purchased Assets or Leased Assets are located and in which Seller is formed,
dated not earlier than ten
(10) days prior to the Date hereof showing no Liens.

7.7 PROCEEDINGS AND LITIGATION SEARCHES. Buyer shall have received certified litigation searches
dated no earlier than thirty (30) days prior to the date hereof of the litigation records from each of the counties in
which Seller conducts (or conducted) business showing that, other than the litigation disclosed on Schedule 4.23,
no Proceeding has been filed against Seller or any of the Purchase Assets.

7.8 TAX LIEN SEARCHES. Buyer shall have received certified tax lien searches dated no earlier than thirty
(30) days prior to the date hereof of the tax records from each of the counties in which Seller conducts (or
conducted) business showing no tax liens have been filed against Seller or any of the Purchased Assets or Leased
Assets.

7.9 UNEMPLOYMENT LIABILITY OR SIMILAR LETTERS. Seller, at its cost and expense, must provide
Buyer a certificate from any applicable Employment Security Commission or other similar state agency from the
State of Oklahoma showing that Seller has no unpaid unemployment or other tax or similar liability.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 29 of 62
7.10 SELLER'S ACCOUNTS PAYABLE. On the date hereof, Seller shall pay in full all amounts owed by it to
those third parties who have provided goods or services to Seller on or prior to the date hereof.

7.11 LEASES. Midnight Auto Franchise Corporation and the owner(s) of the Leased Premises must have
executed the Leases. Midnight Auto Franchise Corporation and Seller must have entered into mutually
satisfactory leases with respect to the Yukon and Norman locations.

7.12 OPINION OF COUNSEL. Buyer must receive an opinion of Seller's counsel covering those matters set
forth in Sections 4.1 and 4.2, in form and content acceptable to Buyer (provided however that the matters
referred to in Section 4.2 may be to the best of counsel's Knowledge without inquiry).

7.13 DELIVERIES. Seller must have delivered all documents to be made by it under this Agreement on the date
hereof, together with all other documents and instruments reasonably requested by Buyer to evidence compliance
with the terms and conditions of this Agreement.

7.14 ROYALTIES. Seller must have paid to Midnight Auto Franchise Corporation all royalties due under the
franchise agreement between Seller and Midnight Auto Franchise Corporation, arising out of Seller's business
operations up to and including the date hereof
(which amount, as of January 25, 2007 was approximately $73,000) (the "Royalty Amount"), which constitutes
all monies due under the franchise agreement between Seller and Midnight Auto Franchise Corporation arising
out of Seller's business operations up to and including the date hereof. The acceptance of the Royalty Amount by
the Buyer shall constitute a full release of the Seller and the Members by Midnight Auto Franchise Corporation,
the Guarantors and their affiliates from any and all obligations that the Seller and the Members may have under
any franchise or other agreements with Midnight Auto Franchise Corporation, with the Guarantors or with their
respective affiliates other than those obligations related to the Contemplated Transactions.

8. CONDITIONS TO SELLER'S OBLIGATIONS AT CLOSING. The obligation of Seller to consummate the
Contemplated Transactions is subject to the satisfaction of all of the following conditions precedent, any of which
may be waived in writing by Seller:

8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. All representations, warranties and
covenants made by Buyer and Guarantors in this Agreement or any instrument contemplated by this Agreement
must be true and correct in all respects.

8.2 PERFORMANCE OF AGREEMENT. Buyer and Guarantors must have performed all of their obligations
under this Agreement.

8.3 CONSENTS. All consents, approvals or authorizations of, or designations, declarations or filings with, any
Governmental Authorities, or any lender, lessor,


Asset Purchase Agreement - Elite Automotive Group, LLC Page 30 of 62
creditor, landlord or other Person required in connection with the execution, delivery, performance of or
compliance with this Agreement and the transactions contemplated by this Agreement must have been received
or made.

8.4 LEASES. Midnight Auto Franchise Corporation and the owner(s) of the Leased Premises must have entered
into the Leases.

8.5 DELIVERIES. Buyer and Guarantors must have delivered all documents to be made by them under this
Agreement on the date hereof, together with all other documents and instruments reasonably requested by Seller
to evidence compliance with the terms and conditions of this Agreement.

8.6 SATISFACTORY DUE DILIGENCE INVESTIGATION. Seller must be satisfied, in its sole and absolute
discretion, with the results of its due diligence investigations of the Buyer and the Guarantors, which shall be
limited to the information which Midnight Holdings Group, Inc. has filed with the SEC.

8.7 DOCUMENTATION. Buyer and Guarantors must have executed and delivered or caused to be executed
and delivered all of the documents described in Section 9.2 below. All documents relating to the Contemplated
Transactions must be satisfactory in form and content to Seller's legal counsel.

8.8 OPINION OF COUNSEL. Seller must receive an opinion of Buyer's counsel covering those matters set
forth in Sections 5.1 and 5.2, in form and content acceptable to Seller (provided however that the matters
referred to in Section 5.2 may be to the best of counsel's Knowledge without inquiry).

8.9 MANAGER'S APPROVAL. Approval of the Manager of Seller of the transactions contemplated herein.

9. CLOSING; DELIVERIES. The purchase and sale of the Purchased Assets and the leasing of the Leased
Assets shall take place at the offices of McAfee & Taft at 9:00 a.m. local on the date hereof or in such other
manner and at such other time and place as the parties shall agree upon (which time and place are designated as
the "CLOSING").

9.1 SELLER'S DELIVERIES. Seller will execute and deliver, or cause to be executed and delivered, the
following:

(a) Warranty Bill of Sale (the "Bill of Sale") and one or more Assignment and Assumption Agreements (the
"Assignments"), in form attached as Exhibit G to this Agreement, and such other transfer documents as may be
necessary or appropriate to evidence the transfer of the Purchased Assets to Buyer.

(b) Assignments of all insurance policies included in the Purchased Assets in the form attached as Exhibit H to this
Agreement.

(c) Certificates of title to any vehicles listed on Schedule 1.1(e).


Asset Purchase Agreement - Elite Automotive Group, LLC Page 31 of 62
(d) The Closing Statement in the form attached as Exhibit I to this Agreement.

(e) The Leases attached as Exhibits D, E, and F.

(f) The insurance certificate referred to in Section 6.9.

(g) Seller's Opinion of Counsel in the form attached as Exhibit J to this Agreement.

(h) Possession of the Purchased Assets and the Leased Assets.

(i) The Employment Agreement.

(j) The Non-Competition Agreement

(k) Wire transfer of the Royalty Amount to Midnight Auto Franchise Corporation.

(l) Estoppel letters with respect to Leases and Equipment Leases, and lien releases for each lien that has attached
to a Purchased Asset.

(m) Such other documents and instruments as are contemplated in this Agreement or that Buyer or Buyer's
counsel may reasonably request in order to evidence or consummate the transactions contemplated in this
Agreement or to affect the purpose or intent of this Agreement.

(n) The Mutual Release described in Section 11.16 (the "Mutual Release").

(o) The Equipment Leases attached as Exhibit G-1 [intentionally deleted]

9.2 BUYER'S DELIVERIES. Buyer and Guarantors will execute and deliver, or cause to be executed and
delivered, the following:

(a) Payment via wire transfer of the $[*] initial payment of the Purchase Price to Seller and delivery of the
Promissory Note

(b) The Mutual Release.

(c) The Closing Statement.

(d) The Leases.

(e) The Employment Agreement, the Restricted Stock Certificate and the Exhibits to the Employment Agreement.

(f) Buyer's and Guarantors' Opinion of Counsel in the form attached as Exhibit K to this Agreement.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 32 of 62
(g) Phase I environmental surveys conducted on the land and premises of the Yukon and Norman Businesses by
an environmental consulting firm reasonably acceptable to Seller.

(h) The Leases and such other documents and instruments as are contemplated in this Agreement or that Seller or
Seller's counsel may reasonably request in order to evidence or consummate the transactions contemplated in this
Agreement or to affect the purpose or intent of this Agreement.

10. INDEMNIFICATION AND SURVIVAL.

10.1 INDEMNIFICATION OF BUYER. Seller and the Members, jointly and severally, agree to indemnify,
defend and hold Buyer, and its officers, directors, managers, employees, equity owners, successors and assigns
("Buyer Indemnified Parties"), harmless from and against any and all liabilities, losses, costs, expenses, damages,
fines, judgments or penalties (collectively, "Damages") which Buyer may incur and become liable for as a result
or, or in connection with:

(a) All liabilities, obligations, claims, demands, liens or judgments (each a "Claim") against Buyer relating, in any
way, to any Excluded Liability.

(b) Any inaccuracy, misrepresentation or omission, in any representation of Seller in this Agreement or the
Additional Agreements.

(c) Any breach of any representation or warranty made by Seller in this Agreement or the Additional
Agreements.

(d) Any Damages incurred by Buyer as a result of the failure by Seller or Members to fulfill any agreement or
covenant in this Agreement or the Additional Agreements.

(e) All actions, suits, proceedings, demands, assessments, judgments, costs, and expenses including, without
limitation, interest which may be imposed by any third party, court costs, litigation expenses, reasonable
attorneys, accountant and consultants fees, and expenses relating to proofs of claim, relating, in any way, to any
of the items described in (a) through (d) above.

10.2 INDEMNIFICATION OF SELLER. Buyer and Guarantors, jointly and severally, agree to indemnify,
defend and hold Seller, and its officers, directors, managers, employees, equity owners, successors and assigns
("Seller Indemnified Parties"), harmless from and against any and all Damages which Seller or the Members may
incur or become liable for as a result or in connection with:

(a) All Claims against Seller or the Members relating, in any way, to any Assumed Liability.

(b) Any inaccuracy, misrepresentation or omission, in any representation of Buyer or Guarantors in this
Agreement or the Additional Agreements.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 33 of 62
(c) Any breach of any representation or warranty made by Buyer or Guarantors in this Agreement or the
Additional Agreements.

(d) Any Damages incurred by Seller as a result of Buyer's or Guarantors' failure to fulfill any agreement or
covenant in this Agreement or the Additional Agreements.

(e) All actions, suits, proceedings, demands, assessments, judgments, costs, and expenses including, without
limitation, interest which may be imposed by any third party, court costs, litigation expenses, reasonable
attorneys, accountant and consultants fees, and expenses relating to proofs of claim, relating, in any way, to any
of the items described in (a) through (d) above.

10.3 PROCEDURE FOR INDEMNIFICATION AND ASSUMPTION OF DEFENSE.

(a) NOTICE. Any party or other person or entity which may entitled to be indemnified under the provisions of
this Agreement (the "Indemnified Party") shall give written notice to the indemnifying party (the "Indemnifying
Party") promptly after becoming aware of any Claim for which recovery against the Indemnifying Party may be
sought. If the right to indemnification arises from the Claim of a third party (a "Third Party Claim"), then, within
ten (10) days after learning of the assertion of any Third Party Claim, the Indemnified Party shall notify the
Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of the
Third Party Claim at its own expense with counsel of its choosing. Notice under either of the foregoing sentences
of this subsection (a) is referred to as an "Indemnification Notice." The right to indemnification under this
Agreement will not be affected by any failure to give, or any delay in giving, the Indemnification Notice, unless,
and then only to the extent that, the rights and remedies of the party to whom such notice was to have been given
are prejudiced. Failure by an Indemnifying Party to notify an Indemnified Party of its election to defend any Third
Party Claim within ten (10) days of receipt of an Indemnification Notice is deemed a waiver by the Indemnifying
Party of its right to defend such Third Party Claim.

(b) DEFENSE ASSUMED. If the Indemnifying Party assumes the defense of a Third Party Claim, the
Indemnifying Party must take all steps necessary in the defense or settlement of the Third Party Claim and hold
the Indemnified Party harmless from and against any and all damages caused by or arising out of any settlement of
the Claim approved by the Indemnifying Party or any judgment rendered in connection with the Claim. Unless the
Indemnifying Party's insurance carrier has assumed defense of the matter in question, such Indemnifying Party
may not, in the defense of the Third Party Claim, without the written consent of the Indemnified Party (which
consent will not be unreasonably withheld):


Asset Purchase Agreement - Elite Automotive Group, LLC Page 34 of 62
(i) consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs);

(ii) enter into any settlement, except a settlement involving solely the payment of money for which the
Indemnifying Party is solely responsible, and which does not require an admission of liability, responsibility or
wrong-doing on the part of the Indemnified Party;

(iii) enter into any settlement that does not include, as an unconditional term thereof, the giving by the claimant or
the plaintiff to the Indemnified Party a release from all liability in respect of such Third Party Claim or resulting
litigation.

If an Indemnified Party unreasonably withholds his or its consent to the entry of any judgment or settlement, the
Indemnifying Party does not have any obligation to indemnify the Indemnified Party with respect to such Claim.
Notwithstanding anything in this Section 10.3 to the contrary, the Indemnified Party may, with counsel of its
choice and at its expense, participate in the defense of any such Third Party Claim.

(c) DEFENSE NOT ASSUMED. If the Indemnifying Party does not assume the defense of any Third Party
Claim after receipt of an Indemnification Notice, the Indemnified Party may defend against such Third Party
Claim in such manner as it deems appropriate, which may include settling such Claim on such terms as it deems
appropriate. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any
settlement and for all Damages incurred by the Indemnified Party in connection with the defense against or
settlement of the Third Party Claim or resulting litigation.

(d) ASSIGNMENT OF CLAIMS. Once the Indemnifying Party's satisfies its obligation to indemnify under this
Agreement, the Indemnified Party shall assign to the Indemnifying Party any and all claims, causes of action and
demands of whatever kind and nature which the Indemnified Party may have against any person, firm or other
entity giving rise to such indemnified loss, and the Indemnified Party will reasonably cooperate in any efforts to
recover any such loss.

(e) BUYER'S RIGHT TO SETTLE CLAIMS. Notwithstanding the provisions above, in the event that, in order
to protect the Business or the Purchased Assets or the Leased Assets, Buyer reasonably believes that it is
required to settle any Claim, the defense of which Seller would otherwise be entitled to assume pursuant to the
provisions of Section 10.3, Buyer is entitled to settle such Claim after first giving Seller not less than three (3)
business days' prior written notice of the Claim and the proposed settlement. The terms of such settlement will be
binding on Seller if they are commercially reasonable.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 35 of 62
10.4 RIGHT OF OFFSET. Any amount which Seller or any Member owes to Buyer or any Buyer Indemnified
Party under this Agreement (including amounts due under this Section 10) may, at the option of Buyer, be set off
against any amounts due from Buyer or Midnight Auto Franchise Corp. to Seller (or any Member) under this
Agreement, the Promissory Note, or under the Leases for the Yukon or Norman locations (provided, however,
in the case of offsets against amounts due under the Leases, the offset shall not exceed a maximum of $500 per
month per lease with respect to Norman and Yukon Leases). Failure of Buyer to exercise its rights under this
Section 10.4 will not affect Buyer's right to indemnification under this Section 10.

10.5 SURVIVAL. The representations and warranties of Seller, Members, Buyer and Guarantors contained in
this Agreement will survive for a period of twenty-four (24) months from the date hereof, except that the
representations and warranties contained in Sections 4.1, 4.2, 5.1, and 5.2 (relating to Good Standing and
Authority) and 4.9 (relating to Title and Liens) will survive indefinitely and the representations and warranties
contained in Sections 4.23 and 5.8 (relating to compliance with laws), 4.17 (relating to employee benefits), 4.6
(relating to Taxes) and 4.22 (relating to environmental matters) will survive until six (6) months after the expiration
of the applicable statute of limitations, as determined by a court of competent jurisdiction. Any claim that is made
in writing before the applicable survival period expires will survive until fully and finally resolved.

10.6 REMEDIES NOT EXCLUSIVE. Buyer and Seller are entitled to exercise and resort to all rights and
remedies for misrepresentation or breach as are afforded to such party at law or in equity, including, without
limitation, rescission, specific performance, action for damages, adjustment to the Purchase Price or such other
remedies and relief as may be afforded to such party under this Agreement or by a court of competent
jurisdiction. Neither the existence or exercise of any specific remedies is intended to be exclusive of or impair or
otherwise adversely affect in any manner whatsoever any rights, remedies or relief otherwise available to such
party, and each and every right and remedy will be cumulative and in addition to every other right and remedy
provided in this Agreement or by law.

11. MISCELLANEOUS.

11.1 DISPUTE RESOLUTION. All disputes between the parties arising out of any provision of this Agreement,
shall be resolved in accordance with the Dispute Resolution Procedures set forth in the attached Exhibit L,
provided, however, that a party may seek a preliminary injunction or other provisional judicial relief if in its
judgment such action is necessary to avoid irreparable damage or to preserve the status quo. Despite any such
action, the parties will continue to participate in good faith in the procedures set forth in Exhibit L. All disputes
relating to the determination of the Adjustment shall be resolved by the Arbitrator. The prevailing party in any
dispute arising out of any provision of this Agreement or the Additional Agreements shall be entitled to recover its
costs, including reasonable attorneys' fees, from the nonprevailing party.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 36 of 62
11.2 EXPENSES. Seller and Buyer will each bear the expenses incurred by them in connection with the
preparation and negotiation of this Agreement and the Additional Agreements and the consummation of the
transactions contemplated in this Agreement, PROVIDED HOWEVER, upon presentation of an invoice from
Seller's counsel, Buyer shall immediately reimburse Seller for reasonable legal fees incurred by Seller and
Members in connection with the Contemplated Transactions up to a maximum reimbursement of Twelve
Thousand Five Hundred Dollars ($12,500.00).

11.3 NOTICES. All notices, consents, waivers, requests, demands and other communications permitted under
or required pursuant to this Agreement shall be in writing and shall be deemed given to a party when (a) delivered
to the appropriate address by hand delivery or by nationally recognized overnight courier service (costs prepaid),
(b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment, or (c) received or
rejected by the addressee, if sent postage prepaid by certified or registered mail, return receipt requested, in each
case to the parties at the addresses, facsimile numbers or e-mail addresses and marked to the attention of the
person (by name or title) designated below, or at such other address, facsimile number or e-mail address as a
party may designate by written notice given to the other parties as provided in this Section 11.3:

                   If to Seller:                            With a required copy to:

                   Stephen J. Stearman                      Phil Sears, Esquire
                   12800 SW 58th Street                     McAfee & Taft, P.C.
                   Mustang, OK 73064                        10th Floor, 2 Leadership Square
                                                            211 N. Robinson
                                                            Oklahoma City, OK 73102-7103

                   If to Buyer:                             With a required copy to:

                   Nicholas A. Cocco                        Enterprise Law Partners, PLLC
                   Chairman, President & CEO                7457 Franklin Road, Suite 250
                   Midnight Holdings Group, Inc.            Bloomfield Hills, MI 47301
                   22600 Hall Road, Suite 205               Attn: Richard Bruder
                   Clinton Township, MI 48036




11.4 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

11.5 GOVERNING LAW. This Agreement has been executed in, and is to be construed and enforced in
accordance with the laws of, the State of Michigan without regard to the conflicts of law principles.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 37 of 62
11.6 NO ASSIGNMENT; BENEFIT. No party may assign its rights and obligations under this Agreement
without the prior written consent of the other parties. This Agreement is binding on and inures to the benefit of the
parties and their respective successors and assigns.

11.7 ENTIRE AGREEMENT. This Agreement, including the Exhibits and the Schedules attached or to be
attached to it, is and shall be deemed to be the complete and final expression of the agreement between the
parties as to the matters contained in and related to this Agreement and supersedes any previous agreements
between the parties pertaining to such matters.

11.8 TAX MATTERS. Seller shall pay all sales, use and transfer taxes (including taxes, if any, imposed on the
transfer of real and personal property) payable in connection with the transactions contemplated in this
Agreement.

11.9 COUNTERPARTS. This Agreement may be executed in counterparts, each of which is deemed an original
and all of which together are considered one and the same agreement. Photostatic or facsimile reproductions of
this Agreement may be made and relied on to the same extent as originals.

11.10 WAIVER. A party's waiver of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent or similar breach.

11.11 AMENDMENT. This Agreement may only be amended by written agreement executed by all of the
parties.

11.12 NUMBER AND GENDER. The terms used in this Agreement, regardless of the number and gender in
which they are used, shall be construed to include the other number (singular or plural), and the other genders
(masculine, feminine or neuter), as the context or sense of this Agreement or any paragraph or clause may
require.

11.13 AMBIGUITY. Each of the parties acknowledges 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.

11.14 WAIVER OF JURY TRIAL: THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO: (i) THIS AGREEMENT;
OR (ii) ANY OF THE TRANSACTIONS OR OTHER AGREEMENTS CONTEMPLATED BY THIS
AGREEMENT.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 38 of 62
11.15 MUTUAL RELEASE. At Closing, and as a condition to closing, the parties shall execute and deliver to
each other a Mutual Release in the form attached as Exhibit M to this Agreement.

                                   [SIGNATURES ON NEXT PAGE]



Asset Purchase Agreement - Elite Automotive Group, LLC Page 39 of 62
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

         SELLER:                                       BUYER:

         ELITE AUTOMOTIVE GROUP, LLC                   ALL NIGHT AUTO OF OKLAHOMA, INC.

         By: __________________________________        By: _________________________________
             Stephen J. Stearman, Sole Manager             Nicholas A. Cocco, President

         MEMBERS:                                      GUARANTORS:

                                                       MIDNIGHT HOLDINGS GROUP, INC.,
         _____________________________________         a Delaware Corporation
         Stephen J. Stearman, Individually

                                                       By: ________________________________
         _____________________________________             Nicholas A. Cocco
         Paula L. Stearman, Individually                   President, Chairman & CEO

                                                       ALL NIGHT AUTO STORES, INC.,
         _____________________________________         a Michigan Corporation
         James C. Brunson, Individually

                                                       By: ________________________________
                                                           Nicholas A. Cocco
                                                           President

                                                       MIDNIGHT AUTO FRANCHISE CORP.,
                                                       a Michigan Corporation,

                                                       By: ________________________________
                                                           Nicholas A. Cocco,
                                                           President




Asset Purchase Agreement - Elite Automotive Group, LLC Page 40 of 62
                                                  APPENDIX A
                                                  DEFINITIONS

The following terms as used in this Agreement have the meanings set forth below unless the context requires
otherwise:

ACCOUNTS RECEIVABLE means all of the notes and accounts receivable and all other receivables of Seller
which are related to the Business.

ADDITIONAL AGREEMENTS shall mean the Leases, the Employment Agreement, any exhibits to those
agreements and any other agreements between or among the parties related to the Contemplated Transactions
other than this Agreement.

AGREEMENT means this Agreement, including all schedules and exhibits.

ASSIGNMENTS has the meaning set forth in Section 9.2.

ASSUMED CONTRACTS has the meaning set forth in Section 1.1. (f).

ASSUMED LIABILITIES has the meaning set forth in Section 2.1.

BILL OF SALE has the meaning set forth in Section 9.1(a).

BUSINESS has the meaning set forth in the Recitals.

BUSINESS DAY shall mean any day when national banks are open for business, excluding a Saturday, Sunday
or a public holiday under the laws of the State of Michigan.

BUSINESS RECORDS means all sales and business records, personnel records of Seller's employees, credit
records of Seller's customers, customer lists, supplier lists, advertising and promotional materials, financial and
marketing information, pricing and cost information and all other books and records of every kind and nature
used in connection with or related to the Business or the Purchased Assets or the Leased Assets.

BUYER INDEMNIFIED PARTIES has the meaning set forth in Section 10.1.

BUYER has the meaning set forth in the preamble to this Agreement.

BUYER'S KNOWLEDGE means the Knowledge of the Buyer, its chief executive officer, and any other
individual signing this Agreement on its behalf. A Person will be deemed to have Knowledge of a particular fact
or other matter if: (i) that individual is actually aware of the fact or matter; or (ii) a prudent individual could be
expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonably
comprehensive investigation regarding the fact.

CLAIM has the meaning set forth in Section 10.1. (a)


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CLOSING STATEMENT means a written statement setting forth the Purchase Price and such other matters as
the parties may deem appropriate.

COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

CODE means the Internal Revenue Code of 1986, as amended.

CONSIDERATION has the meaning set forth in Section 3.1.

CONTEMPLATED TRANSACTIONS means those transactions contemplated to be consummated in this
Agreement.

CONTRACTS means written or oral contracts, subcontracts, agreements, commitments, leases or other
instruments to which Seller is bound relating to the Business or the Purchased Assets or Leased Assets.

DAMAGES has the meaning set forth in Section 10.1.

DISPUTE RESOLUTION PROCEDURES means the procedures set forth in Exhibit A.

EMPLOYEE BENEFIT PLAN means and includes any Pension Plan, Welfare Plan and any bonus, profit-
sharing, severance, deferred compensation, annuity, retirement, stock option, stock purchase, executive
compensation, incentive compensation, educational assistance, fringe benefit, insurance or other plan or
arrangement whether oral or written providing benefits to a current or former employee, director or consultant of
Seller.

ENVIRONMENT LAWS means any and all international, federal, state, and local statutes, laws, rules,
regulations, ordinances, orders, common law, and similar provisions having the force or effect of law, concerning
public health or safety, worker health or safety or pollution or protection of the environment, resource
conservation, air contamination, water and/or groundwater contamination, soil or sediment contamination,
Hazardous Substances, solid or hazardous wastes or residues as such Environmental Laws may be amended
from time to time, including but not limited to, the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean
Water Act, 33 U.S.C. Section 1251 et seq., the Resource Conservation Recovery Act ("RCRA"), 42 U.S.C.
Section 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., and the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
Section 9601 et seq. the Superfund Amendments and Reauthorization Act, the Solid Waste Amendments of
1984, the Safe Drinking Water Act, the Occupational Safety and Health Act, the Emergency Planning and
Community Right-to-Know Act of 1986, the Federal Insecticide, Fungicide and Rodenticide Act, the Atomic
Energy Act of 1954, the Energy Reorganization Act and the Oil Pollution Act of 1990, whether currently in
existence or hereafter enacted or which govern: (i) the existence, cleanup, removal and/or remedy of
contamination or threat of contamination on or about owned or leased real property; (ii) the emission or discharge
of Hazardous Materials into the environment; (iii) the control of Hazardous Materials; or
(iv) the use, generation, transport, treatment, storage, disposal, removal, recycling, handling or recovery of
Hazardous Materials, including building materials.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 42 of 62
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all
applicable rules, regulations and guidance promulgated under it

EXCLUDED ASSETS has the meaning set forth in Section 1.2.

EXCLUDED LIABILITIES shall mean:

(a) any liabilities under the Contracts and Licenses which have arisen or accrued and pertain to a period prior to
the Closing Date, including, without limitation, the liability for the payment of any amounts due and payable or
accrued but not yet due or payable prior to the Closing Date under the Contracts and Licenses; and

(b) the payment of all Taxes due and payable or accrued but not yet paid (including, without limitation, month end
sales taxes) prior to the Closing Date; and

(c) any liabilities arisen or accrued prior to the Closing Date pertaining to the employment of any employees of
Seller, including the payment of any compensation, accrued paid time off, sick time, personal days and any
amounts accrued under any employee benefit or welfare plan of the Seller; and

(d) any claim for personal injury or property damage to a Person which is based on any event which occurred at
the Business or in connection with the Business prior to the Closing Date; and,

(e) any liabilities (including costs of cleanup, containment or other remediation) arising prior to the Closing Date
from or in connection with any environmental health or safety liabilities and/or environmental claims arising out of
or relating to (i) the ownership or operation by Seller of any of the Assets, or (ii) any bodily injury (including
illness, disability and death, regardless of when any bodily injury occurred, was incurred or manifested itself),
personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of
real property) or other damage of or to any Person or any assets in any way arising from or allegedly arising from
any hazardous activity conducted by Seller with respect to the Business, that was present or suspected to be
present on or before the Closing Date on or at the Business, or was released or allegedly released by Seller on or
at the Business at any time on or prior to the Closing Date.

FINANCIAL STATEMENTS has the meaning set forth in Section 4.3.

FIXED ASSETS means all furniture, fixtures and other fixed assets used in connection with the Business.

GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other statements by such other Persons
as may be approved by a significant segment of the accounting profession, which are applicable to the
circumstances as of the date of determination and which are applied on a consistent basis.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 43 of 62
GOODWILL means the goodwill and all other intangible assets associated with the Business.

GOVERNING DOCUMENTS means, with respect to any Person, the articles of incorporation, articles of
organization, partnership certificates, bylaws, partnership agreement or other organizational or governing
documents of such Person.

GOVERNMENTAL AUTHORITY means any nation or government, any state or other political subdivision,
and any entity exercising executive, legislative, judicial, regulatory or administrative functions or pertaining to
government.

GUARANTORS' KNOWLEDGE means the Knowledge of the Guarantors, their chief executive officer, and
any other individual signing this Agreement on their behalf. A Person will be deemed to have Knowledge of a
particular fact or other matter if: (i) that individual is actually aware of the fact or matter; or (ii) a prudent
individual could be expected to discover or otherwise become aware of that fact or matter in the course of
conducting a reasonably comprehensive investigation regarding the fact.

HAZARDOUS MATERIALS means any material or substance: (i) which is or becomes defined as a "hazardous
substance", "pollutant" or "contaminant" pursuant to CERCLA and amendments thereto and regulations
promulgated thereunder; (ii) containing gasoline, oil, diesel fuel or other petroleum products, or fractions thereof;
(iii) which is or becomes defined as a "hazardous waste" pursuant to RCRA and amendments thereto and
regulations promulgated thereunder; (iv) containing polychlorinated biphenyls (PCBs); (v) containing asbestos;
(vi) which is radioactive, including but not limited to radon and other radioactive elements, ionizing radiation,
electromagnetic field radiation and other non-ionizing radiation; (vii) which is a pesticide, fungicide, fertilizer or
defoliant; (viii) which is biologically hazardous, infectious carcinogenic, mutagenic or etiologic; (ix) the presence of
which requires investigation or remediation under any federal, state or local statute, regulation, ordinance or
policy; (x) which is or becomes defined as a "hazardous waste", "hazardous substance", "pollutant" or
"contaminant" or other such terms used to define a substance having an adverse effect on the environment under
any federal, state or local statute, regulation or ordinance; (xi) any toxic, flammable, explosive, dangerous,
corrosive or otherwise hazardous substance, material or waste which is or becomes regulated by any federal,
state or local governmental authority; or (xii) which causes a nuisance upon or waste to real property.

INDEMNIFICATION NOTICE has the meaning set forth in Section 10.3.

INDEMNIFIED PARTY has the meaning set forth in Section 10.3.

INDEMNIFYING PARTY has the meaning set forth in Section 10.3.

INTELLECTUAL PROPERTY means all patents, patent applications, trademarks, trademark applications and
registrations, trade names, service marks, services names, copyrights, copyright applications and registrations,
domain names and sites, commercial and technical trade secrets, engineering, production and other designs,
drawings, specifications, formulae, technology, Seller's licenses to use computer and electronic data processing
programs and software with the associated backup disks, inventions, processes, know-how, confidential
information and other proprietary property


Asset Purchase Agreement - Elite Automotive Group, LLC Page 44 of 62
rights and interests used in connection with the operation of or related to the Business or the Purchased Assets or
Leased Assets.

INVENTORIES means all inventories of or relating to the Business, regardless of nature or kind, including
inventories of raw materials and supplies, and goods and work-in-process.

LABOR LAWS shall mean applicable federal, state, and local employment and labor laws and regulations
regarding employees, labor and employment practices, and terms and conditions of employment, including but
not limited to the National Labor Relations Act of 1947, as amended, the Fair Labor Standards Act, as
amended, the Equal Pay Act of 1963, as amended, Title VII of the Civil Rights Act of 1964, as amended, the
Age Discrimination in Employment Act of 1967, as amended, The Immigration Reform and Control Act of 1986,
as amended, the Civil Rights Act of 1866, 42 U.S.C. Sec. 1981 & 1983, as amended, The Occupational Safety
& Health Act, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income
Security Act of 1974, as amended, Executive Order 11246, the Vietnam Era Veterans' Readjustment Assistance
Act of 1974, as amended, the Drug Free Workplace Act of 1986, as amended, the Worker Adjustment and
Retraining Notification Act of 1988, as amended, and the Family and Medical Leave Act of 1993, as amended,
and all similar or related state and local statues and regulations.

LEASED PREMISES shall have the meaning set forth in the Recitals.

LEASEHOLD IMPROVEMENTS shall mean all improvements, additions, trade fixtures, and similar items, that
are made or installed at any of the Business locations identified in Recital B.

LEASES shall have the meaning set forth in Section 7.11.

LIENS means any liens, encumbrances, mortgages, security interests, pledges, restrictions, infringements,
judgments, defects of title, adverse rights or interests, options, voting trust, warrants and charges and claims of
any kind whatsoever, whether legal or equitable.

LICENSES means all foreign, federal, state and local Governmental franchises, permits, licenses, certificates or
other authorizations held by Seller, or applied for by or on Seller's behalf, in connection with the Business or the
Purchased Assets or Leased Assets.

LIMITED LIABILITY COMPANY RECORDS means Seller's minute books, record books, unit books, equity
ownership records, and other records of Seller relating to its organization and existence

LITIGATION RIGHT means all claims and rights concerning any Proceeding in connection with or with respect
to the Business or the Purchased Assets or the Leased Assets in which Seller is a claimant.

MACHINERY AND EQUIPMENT means all equipment, machinery, office equipment and vehicles used in
connection with or related to the Business or the Purchased Assets or Leased Assets.

MATERIAL ADVERSE EFFECT means any reasonable likelihood, singly or in the aggregate, of materially and
adversely affecting the financial condition, operations, assets, business or


Asset Purchase Agreement - Elite Automotive Group, LLC Page 45 of 62
properties of the Seller or the Buyer and the Guarantors, as the respective case may be, taken as a whole.

MATERIAL CONTRACT means any Contract that cannot be terminated by Seller without liability on not more
than 20 days notice or that requires payments to or from Seller aggregating $5,000 or more, including without
limitation, any agreement to provide services or materials or to acquire any assets or properties and all material
third party warranties and claims for warranties relating to the Business or the Purchased Assets or the Leased
Assets.

MOST RECENT BALANCE SHEET has the meaning set forth in Section 4.3.

NON-ASSIGNABLE CONTRACT has the meaning set forth in Section 6.2.

ORDER means any order, ruling, decree, judgment or stipulation to which Seller, Buyer or a Guarantor is a party
or by which Seller, Buyer or a Guarantor or any of the Purchased Assets or Leased Assets are bound, by or with
any Governmental Authority.

PENSION PLAN means any employee pension benefit plan as defined in Section 3(2) of ERISA.

PERSON means a natural person or any legal or commercial entity, including, without limitation, a corporation,
general partnership, joint venture, limited partnership, limited liability company, trust, business association, trust or
any person acting in a representative or fiduciary capacity.

PREPAID EXPENSES means all prepaid expenses, deposits, advance payments, claims for refunds, credits and
the like, including postal and utility deposits, if any, and other prepaid items relating to the Business or the
Purchased Assets or Leased Assets.

PROCEEDING means action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena,
inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any
court, tribunal, arbitrator or other Governmental Authority or quasi-governmental authority.

PURCHASED ASSETS has the meaning set forth in Section 1.1.

REAL PROPERTY means the buildings and real estate upon which the Norman and Yukon stores are located.

REQUIRED STATUTORY APPROVAL means all required filings or approvals from applicable federal or state
environmental or other Governmental Authorities, public service commissions and public utility commissions.

REQUIREMENTS OF LAW means, with respect to any Person, the Governing Documents of such Person and
any statute, law, treaty, rule, regulation, order or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person
or any of its property is subject, including without limitation Environmental Laws.

SELLER INDEMNIFIED PARTIES has the meaning set forth in Section 10.2.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 46 of 62
SELLER has the meaning set forth in the preamble to this Agreement.

SELLER'S KNOWLEDGE means the Knowledge of the Members. A Person will be deemed to have
Knowledge of a particular fact or other matter if: (i) that individual is actually aware of the fact or matter; or (ii) a
prudent individual could be expected to discover or otherwise become aware of that fact or matter in the course
of conducting a reasonably comprehensive investigation regarding the fact.

MEMBERS has the meaning set forth in the preamble to this Agreement.

TANGIBLE ASSETS has the meaning set forth in Section 4.11

TAX means any federal, state, province, local, or foreign income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock,
franchise, profits, withholding, social security (or similar), unemployment, disability, transfer, service, goods and
services, net worth, real property, personal property, excise, ad valorem, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, imposed by any
Governmental Authority including without limitation, any interest, penalty, addition, charges, fees, fines, levies or
other assessments, associated with any Tax or with respect thereto, whether disputed or not.

TAX RETURN means any return, declaration, election, report, notice, claim for refund, declaration of estimated
Taxes, or information return or statement relating to the determination, assessment, collection, payment,
administration, implementation or enforcement of any Taxes, including any schedule or attachment, and including
any amendment.

THIRD PARTY CLAIM has the meaning set forth in Section 10.3.

WARRANTIES means all warranties, guaranties and assurances provided in respect of any of the Purchased
Assets or Leased Assets.

WARN ACT means the Worker's Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101, et seq.,
and any similar state and local laws, as amended from time to time, and any regulations, rules and guidance issued
pursuant thereto.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 47 of 62
                                          EXHIBIT A

                               COVENANT NOT TO COMPETE


Asset Purchase Agreement - Elite Automotive Group, LLC Page 48 of 62
                                          EXHIBIT B

                                    PROMISSORY NOTE


Asset Purchase Agreement - Elite Automotive Group, LLC Page 49 of 62
                                          EXHIBIT C

                                EMPLOYMENT AGREEMENT


Asset Purchase Agreement - Elite Automotive Group, LLC Page 50 of 62
                                         EXHIBIT D

                                      LEASE-NORMAN


Asset Purchase Agreement - Elite Automotive Group, LLC Page 51 of 62
                                          EXHIBIT E

                                       LEASE-YUKON


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                                          EXHIBIT F

                                    LEASE-WARR ACRES


Asset Purchase Agreement - Elite Automotive Group, LLC Page 53 of 62
                                         EXHIBIT G

                                        BILL OF SALE


Asset Purchase Agreement - Elite Automotive Group, LLC Page 54 of 62
                                         EXHIBIT H

                          ASSIGNMENT OF INSURANCE POLICIES


Asset Purchase Agreement - Elite Automotive Group, LLC Page 55 of 62
                                          EXHIBIT I

                                   CLOSING STATEMENT


Asset Purchase Agreement - Elite Automotive Group, LLC Page 56 of 62
                                          EXHIBIT J

                     OPINION OF COUNSEL - SELLER AND MEMBERS


Asset Purchase Agreement - Elite Automotive Group, LLC Page 57 of 62
                                         EXHIBIT K

                    OPINION OF COUNSEL - BUYER AND GUARANTORS


Asset Purchase Agreement - Elite Automotive Group, LLC Page 58 of 62
                                                     EXHIBIT L

                                  DISPUTE RESOLUTION PROCEDURES

This Exhibit L sets forth the procedure for resolving disputes relating to or arising out of any provision of the
Asset Purchase Agreement between Elite Automotive Group, LLC (Seller) and All Night Auto of Oklahoma,
Inc. (Buyer) dated March 30, 2007 (the "Agreement"), as prescribed pursuant to Section 11.2 of the Agreement.
This Exhibit L forms a part of and is subject to the provisions of the Agreement. All capitalized terms used, but
not defined, in this Exhibit L have the same meanings as in the Agreement.

1. DIRECT NEGOTIATION. If a dispute arises out of or relates to this Agreement, or its breach, the parties
agree first to try in good faith to settle the dispute through direct negotiations. Promptly on notification of any such
dispute, each party will designate one or more representatives and such representatives will meet promptly in an
effort to resolve the dispute.

2. MEDIATION. If the dispute is not resolved by direct negotiation within thirty
(30) days after the date of the first meeting, then any party to the dispute can submit the dispute to non-binding
mediation under the Commercial Mediation Rules ("Mediation Rules") of the American Arbitration Association
("AAA") then in effect. If the dispute is submitted to mediation, the parties agree to try in good faith to settle the
dispute by using a Neutral Mediator who will assist the parties in reaching a settlement of the dispute by
facilitating negotiations between or among them. The Neutral Mediator will be chosen pursuant to the Mediation
Rules, will participate impartially in the negotiations, and will advise and consult with the parties involved. During
the course of the mediation proceedings, all fees to be paid to the mediator, and all expenses incurred by the
mediator in connection with the arbitration, shall be borne equally by the parties. However, the mediator shall
award all costs, expenses and fees including, without limitation, the mediator's costs, expenses and fees and the
prevailing party's reasonable attorneys' fees to the party prevailing in the arbitration as a part of any award.

3. ARBITRATION.

If the dispute is not resolved by direct negotiation or mediation within ninety
(90) days after mediation was begun, or sooner if mediation is terminated pursuant to the Mediation Rules, then
any party to the dispute can submit the dispute to binding arbitration under the Commercial Arbitration Rules (the
"Arbitration Rules") of the AAA then in effect.

A single arbitrator (the "Arbitrator"), mutually agreed upon by the parties shall preside over such proceedings and
shall make all decisions with respect to the resolution of the dispute. If the parties are unable to agree on an
Arbitrator within fifteen (15) days after either party has filed for arbitration in accordance with the Arbitration
Rules, they shall select a neutral arbitrator in accordance with the Arbitration Rules for the selection of neutral
arbitrators who shall be the "Arbitrator" for purposes of these Dispute Resolution Procedures.

In connection with the arbitration, the parties shall be entitled to reasonable levels of discovery (as determined by
the Arbitrator in his or her sole discretion) in accordance with the Federal Rules of Civil Procedure.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 59 of 62
The parties acknowledge that it is their intent to expedite the resolution of the dispute and that they shall instruct
the Arbitrator to schedule the time of the hearing consistent with that intent. The arbitration will be governed by
the United States Arbitration Act, 9 U.S.C., Sections 1 - 16, and judgment upon the award rendered by the
Arbitrators may be entered by any court having jurisdiction.

The Arbitrator is not empowered to award damages in excess of actual damages, including punitive damages.
The Arbitrator will make written findings of fact and conclusions of law, and the decision of the Arbitrators will be
final.

During the course of the arbitration proceedings, all fees to be paid to the Arbitrator, and all expenses incurred by
the Arbitrator in connection with the arbitration, shall be borne equally by the parties. However, the Arbitrator
shall award all costs, expenses and fees including, without limitation, the Arbitrator's costs, expenses and fees and
the prevailing party's reasonable attorneys' fees to the party prevailing in the arbitration as a part of any award.

4. LOCATION. Except with respect to the Leases, the place of any mediation or arbitration will be Oakland
County, Michigan.

5. EXTENSIONS. All deadlines specified in this Exhibit L may be extended by mutual agreement.


Asset Purchase Agreement - Elite Automotive Group, LLC Page 60 of 62
                                         EXHIBIT M

                          MUTUAL RELEASE AND SATISFACTION


Asset Purchase Agreement - Elite Automotive Group, LLC Page 61 of 62
Asset Purchase Agreement - Elite Automotive Group, LLC Page 62 of 62
                                                      Exhibit 10.7

                                                   BILL OF SALE

This Bill of Sale dated as of March 30, 2007 (the "Bill of Sale") is entered into by Elite Automotive Group, LLC
(the "Seller"), in favor of All Night Auto of Oklahoma, Inc. (the "Purchaser").

Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase
Agreement (as defined below).

The Seller, the Purchaser, and others have entered into an Asset Purchase Agreement dated as of March 30,
2007 (the "Purchase Agreement"), pursuant to which the Seller has agreed to sell, transfer, assign, convey and
deliver to the Purchaser, and the Purchaser has agreed to purchase and accept from the Seller, the Purchased
Assets upon the terms and conditions set forth therein.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, intending to be legally bound, the Seller and the Purchaser hereby agree as
follows:

1. Pursuant to the terms and conditions of the Purchase Agreement, the Seller hereby sells, transfers, assigns,
conveys and delivers to the Purchaser, free and clear of all Liens, all of the Seller's right, title and interest in and to
the Purchased Assets.

2. The Seller agrees to execute and deliver all such other instruments of conveyance, and do all as shall, in the
reasonable opinion of the Purchaser, be necessary to transfer to the Purchaser, the Purchased Assets in
accordance with the terms of the Purchase Agreement.

3. This Bill of Sale is subject to the terms and conditions of the Purchase Agreement. The representations,
warranties, covenants, agreements and obligations of the Seller contained in the Purchase Agreement are
incorporated herein by reference and constitute an integral part of this Bill of Sale and shall survive the execution
and delivery hereof to the extent provided therein.

4. This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of Michigan,
applicable to contracts executed in and to be performed entirely within that state.

5. This Bill of Sale and the terms and provisions hereof shall inure to the benefit of and be binding upon the
respective successors and assigns of the Seller and the Purchaser.


Bill of Sale - Elite Automotive Group, LLC to ANA Oklahoma, Inc. Page 1 of 2
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Bill of Sale to be executed the day
and year first written above.

                                               SELLER:

                                ELITE AUTOMOTIVE GROUP, LLC

                              By: _________________________________

                                 Stephen J. Stearman, Sole Manager

                                            PURCHASER:

                             ALL NIGHT AUTO OF OKLAHOMA, INC.

                              By: _________________________________

                                      Nicholas A. Cocco, President
                                                   Exhibit 10.8

                           ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement dated as of March 30, 2007 (the "Assignment/Assumption") is
entered into by Elite Automotive Group, LLC (the "Seller"), in favor of All Night Auto of Oklahoma, Inc. (the
"Purchaser").

Capitalized terms used herein without definition shall have the respective meanings set forth in the Purchase
Agreement (as defined below).

The Seller, the Purchaser, and others have entered into an Asset Purchase Agreement dated as of March 30,
2007 (the "Purchase Agreement"), pursuant to which the Seller has agreed to sell, transfer, assign, convey and
deliver to the Purchaser, and the Purchaser has agreed to assume certain liabilities and obligations of Seller.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, to be legally bound, the Seller and the Purchaser hereby agree as follows:

1. Pursuant to the terms and conditions of the Purchase Agreement, the Purchaser hereby assumes and agrees to
pay, perform, discharge when due and release in accordance with their respective terms, and the Seller hereby
assigns to the Purchaser, the Assumed Liabilities and no other debts, liabilities or obligations.

2. Pursuant to the terms and conditions of the Purchase Agreement, the Seller hereby retains and agrees to pay,
perform, discharge when due and release in accordance with their respective terms, all of the Excluded Liabilities.

3. This Assumption Agreement is subject to the terms and conditions of the Purchase Agreement. The
representations, warranties, covenants, agreements and obligations contained in the Purchase Agreement are
incorporated herein by reference and constitute an integral part of this Assumption Agreement and shall survive
the execution and delivery hereof to the extent provided therein.

4. This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of
Michigan, applicable to contracts executed in and to be performed entirely within that state.


Assignment and Assumption Agreement -
Elite Automotive Group, LLC and ANA Oklahoma, Inc. Page 1 of 2
IN WITNESS WHEREOF, the parties hereto have caused this Assumption Agreement to be executed the day
and year first written above.

                                             SELLER:

                               ELITE AUTOMOTIVE GROUP, LLC

                             By: _________________________________

                                Stephen J. Stearman, Sole Manager

                                           PURCHASER:

                            ALL NIGHT AUTO OF OKLAHOMA, INC.

                             By: _________________________________

                                    Nicholas A. Cocco, President


Assignment and Assumption Agreement -
Elite Automotive Group, LLC and ANA Oklahoma, Inc. Page 2 of 2
                                                   Exhibit 10.9

                                                   EXHIBIT B

                                             PROMISSORY NOTE

$[*] Clinton Township, Michigan March 30, 2007

FOR VALUE RECEIVED, the undersigned, ALL NIGHT AUTO OF OKLAHOMA, INC., a Michigan
corporation ("Borrower"), promises to pay to the order of ELITE AUTOMOTIVE GROUP, LLC, an
Oklahoma limited liability company ("Lender"), at the address set forth below, the principal sum of [*] ($[*])
Dollars. Except as otherwise set forth in this Promissory Note ("Note"), no interest shall accrue on the principal
amount of this Note. Principal and interest, if any, shall be paid by the Borrower in lawful money of the United
States of America at Lender's address shown below, or at such other address as the Lender may designate in
writing to the Borrower.

PAYMENT. Principal shall be paid by the Borrower in consecutive quarterly installments on the (15th) day of
each calendar quarter after the date of this Note and any remaining outstanding principal and interest shall be due
and payable on March 30, 2012 (the "Maturity Date"). Payments of principal shall be the greater of (i) [*] dollars
($[*]) or, (ii) during the period that Stephen J. Stearman is employed by Midnight Holdings Group, Inc. or any of
its affiliates, an amount equal to [*] percent ([*]%) of the Gross Sales (as defined hereafter) of the "Warr Acres,"
"Norman" and "Yukon" businesses (as those terms are defined in the Asset Purchase Agreement entered into on
the date hereof between and among the Borrower, Lender, the undersigned Guarantors and others, referred to
herein as the "Asset Purchase Agreement")(collectively, the "Locations"); provided, however, no such quarterly
payments shall be greater than the then-outstanding principal balance of this Note.

"Gross Sales" shall mean the total amount of cash received during the calendar quarter just completed from
customers of the Locations, less any refunds, returns, reserves for warranty or repairs, and sales taxes.

PREPAYMENT. The Borrower shall have the right at any time to prepay the principal balance hereof without
penalty in whole or in part.

DEFAULT. The occurrence of any of the following events shall be deemed an Event of Default hereunder:

a. The failure of the Borrower to make any payment of any installment of principal or any other payment required
under this Note within five (5) days of the due date and the corresponding failure of the undersigned Guarantors
(the "Guarantors") to make such payment within fifteen (15) Business Days of written notice.
b. The Borrower or any of the Guarantors: (a) executes an assignment for the benefit of creditors or takes any
action in furtherance thereof; or (b) admits in writing its inability to pay its debts generally as they become due; or
(c) as a debtor, files a petition, case, proceeding, or other action pursuant to, or voluntarily seeks the benefits of,
any debtor relief law or takes any action in furtherance thereof; or (d) seeks, acquiesces to, or suffers the
appointment of a receiver, trustee, or custodian of the Borrower or any of the Guarantors or any property
belonging to the Borrower or any of the Guarantors; or (e) voluntarily becomes a party to any proceeding
seeking to effect a suspension or having the effect of suspending any of the rights of the Lender granted or
referred to herein or takes any action in furtherance thereof.

c. The filing of a petition, case, proceeding, or other action against the Borrower or any of the Guarantors as a
debtor under any debtor relief law, or seeking appointment of a receiver, trustee, or custodian of the Borrower or
any of the Guarantors or of any property belonging to the Borrower or any of the Guarantors, or seeking to effect
suspension or having the effect of suspending any of the rights of the Lender granted or referred to herein, and:
(a) the Borrower or any of the Guarantors admits, acquiesces in, or fails to contest the material allegations
thereof; or
(b) the petition, case, proceeding, or other action results in entry of an order for relief or order granting the relief
sought against the Borrower or any of the Guarantors; or (c) the petition, case, proceeding, or other action
against the Borrower or any of the Guarantors is not permanently dismissed on or before the earlier of trial
thereon or sixty (6) days next following the date of its filing.

d. The Borrower or any of the Guarantors breaches any of the terms, conditions, covenants, representations, or
warranties contained in any of the Additional Agreements, except for the Employment Agreement (as those terms
are defined in the Asset Purchase Agreement) and such breach is not cured within fifteen (15) Business Days of
the Lender's written notice of such breach.

A "Business Day" shall mean any day when national banks are open for business, excluding a Saturday, Sunday
or a public holiday under the laws of the State of Oklahoma.

Time is of the essence of this Note. Upon the occurrence of any Event of Default hereunder at the option of the
Lender, without notice to the Borrower or any of the Guarantors, the entire indebtedness evidenced hereby,
together with any unpaid interest, shall become immediately due and payable and may be collected immediately.
Upon the occurrence of any Event of Default and until such Event of Default has been cured by the Borrower, at
the option of the Lender and without notice to the Borrower or any of the Guarantors, all accrued and unpaid
interest, if any, shall be added to the outstanding principal balance hereof, and the entire outstanding principal
balance, as so adjusted, shall bear interest thereafter until paid at an annual rate equal to the lesser of twelve
percent (12%) per annum simple interest, or the maximum rate of interest allowed to be charged under applicable
law, regardless of whether or not the Lender has opted to accelerate the payment of the outstanding
indebtedness. All such interest shall be paid at the time of and as a condition precedent to the curing of any such
Event of Default. The Borrower or any of the Guarantors further promises to pay any and all costs of collecting
the


Promissory Note -
All Night Auto of Oklahoma, Inc. to Elite Automotive Group, LLC Page 2 of 5
amount due hereunder, including reasonable attorney fees. No delay on the part of the Lender in the exercise of
any of the aforesaid rights or remedies shall operate as a waiver thereof, and no single or partial exercise of any
right or remedy by the Lender shall preclude the exercise of any other right or remedy. Any remedy provided
hereunder shall be in addition to all other remedies available to Lender and such remedies shall be cumulative.

SETOFF. This Note is issued in connection with the Asset Purchase Agreement. Amounts due hereunder are
subject to setoff against amounts (if any) which the Lender/Seller may owe to the Borrower/Buyer under the
Asset Purchase Agreement.

ASSIGNMENT. This Note and all rights and remedies of the Lender shall inure to the benefit of the Lender's
legal representatives, successors and to any other holder who derives title to or interest in this Note, and shall
bind the Borrower and the Guarantors and their legal representatives, successors and assigns.

NOTICES. Any notice or other communications required or permitted hereunder shall be sufficiently given if in
writing and delivered personally or sent by confirmed facsimile transmission, telex, telecopy or other wire
transmission (with request for confirmation in a manner typical with respect to communications of that type),
overnight air courier (postage prepaid), or registered or certified mail (postage prepaid with return receipt
requested) addressed to the respective party as follows:

              If to Lender:                                         With a required copy to:

              Stephen J. Stearman                                   Phil Sears, Esquire
              12800 SW 58th Street                                  McAfee & Taft, P.C.
              Mustang, OK 73064                                     10th Floor, 2 Leadership Square
                                                                    211 N. Robinson
                                                                    Oklahoma City, OK 73102-7103

              If to Borrower or any Guarantor:                      With a required copy to:
              Nicholas A. Cocco                                     Enterprise Law Partners, PLLC
              Chairman, President & CEO                             7457 Franklin Road, Suite 250
              Midnight Holdings Group, Inc.                         Bloomfield Hills, MI 47301
              22600 Hall Road, Suite 205                            Attn: Richard Bruder
              Clinton Township, MI 48036




Unless otherwise specified herein, notices shall be deemed received (a) on the date delivered, if delivered
personally, by wire transmission or confirmed facsimile transmission; (b) on the next business day after deposit
with an overnight air courier; or (c) three (3) business days after being sent, if sent by registered or certified mail.

AMBIGUITY. The Borrower, the Lender and the Guarantors acknowledge and agree that they have each
contributed to the drafting of this Note, and accordingly there shall arise no


Promissory Note -
All Night Auto of Oklahoma, Inc. to Elite Automotive Group, LLC Page 3 of 5
presumption in favor of or against any party as a result of any ambiguity in the language of this document.

WAIVER. The Borrower and all endorsers, sureties and Guarantors hereby jointly and severally waive
presentment, demand for payment, notice of dishonor, notice of protest, and protest, and all other notices or
demands in connection with the delivery, acceptance, performance, default, endorsement or guaranty of this Note
(except for any notice or grace period expressly provided in this Note); and agree that no obligation hereunder
shall be discharged by any extension, indulgence or release given to Borrower or to any Guarantor or other
person or by the release or non-enforcement of any security or guaranty given in connection herewith.
Notwithstanding anything herein to the contrary, nothing shall limit any rights granted to Lender by other
instruments or by law.

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

GOVERNING LAW. This Note is being executed and delivered in the State of Michigan and shall be governed
by and be construed in accordance with the laws of the State of Michigan.

WAIVER OF JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY
IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO THIS PROMISSORY
NOTE.

[signatures appear on following page]


Promissory Note -
All Night Auto of Oklahoma, Inc. to Elite Automotive Group, LLC Page 4 of 5
                                            "BORROWER"

                             ALL NIGHT AUTO OF OKLAHOMA, INC.
                                    A Michigan Corporation

                                By: ______________________________
                                      Nicholas A. Cocco, President

                                              GUARANTY

The undersigned, MIDNIGHT HOLDINGS GROUP, INC., MIDNIGHT AUTO FRANCHISE
CORPORATION, and ALL NIGHT AUTO STORES, INC. (each individually a "Guarantor" and collectively
the "Guarantors"), each affiliates of the Borrower, hereby guarantee the timely performance of all of the
Borrower's obligations under this Promissory Note.

GUARANTORS:

MIDNIGHT HOLDINGS GROUP, INC.,
a Delaware Corporation

By: ________________________________
Nicholas A. Cocco
President, Chairman & CEO

ALL NIGHT AUTO STORES, INC.,
a Michigan Corporation

By: ________________________________
Nicholas A. Cocco
President

MIDNIGHT AUTO FRANCHISE CORP.,
a Michigan Corporation,

By: ________________________________
Nicholas A. Cocco,
President
                                                  Exhibit 10.10

                                   EQUIPMENT LEASE AGREEMENT

THIS EQUIPMENT LEASE AGREEMENT (the "Lease") dated as of March 30, 2007, is entered into by and
between ELITE AUTOMOTIVE GROUP, LLC (the "Lessor"), having its mailing address 12800 SW 58th
Street, Mustang, OK 73064, and MIDNIGHT AUTO FRANCHISE CORP., a Michigan corporation (the
"Lessee"), having a place of business at 1121 RAMBLING OAKS DRIVE, NORMAN, OK 73072 and its
mailing address at 22600 Hall Road, Suite 205, Clinton Township, Michigan 48036. MIDNIGHT
HOLDINGS GROUP, INC., ALL NIGHT AUTO OF NORMAN, INC., ALL NIGHT AUTO OF
OKLAHOMA, INC. AND ALL NIGHT AUTO STORES, INC. have joined in this Lease as joint and several
Guarantors (collectively, the "Guarantors").

WHEREAS, All Night Auto of Oklahoma, Inc., the Lessor, and others are concurrently entering into that Asset
Purchase Agreement (the "Asset Purchase Agreement"); and

WHEREAS, Lessor has an outstanding SBA Loan agreement with Bank of Oklahoma, N.A., loan number
66428020001 (Norman), (the "SBA Loan"), the terms of which will determine the amount of monthly payments
due under this Lease.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreement herein contained, the
receipt and sufficiency of which is hereby acknowledged, the Lessor and the Lessee hereby agree as follows:

1. LEASE; TERM; RENTAL. The Lessor hereby Leases to the Lessee and the Lessee hereby rents from the
Lessor the equipment described in Exhibit A (hereinafter, with all replacement parts, repairs, additions and
accessories incorporated therein and/or affixed thereto, referred to as the "Equipment"), on terms and conditions
set forth in this Lease and the Exhibits attached hereto; for the term indicated above, commencing on March 30,
2007 (the "Commencement Date") and continuing thereafter until July 3, 2009 (Norman), unless earlier
terminated as provided for in this Lease. The first monthly payments of $[*] (Norman) shall be payable on the
date of this Agreement and shall continue on the corresponding day of each month thereafter, in the amount
stated above, until the total rent (as determined in accordance with the SBA Loan) and all other obligations of the
Lessee have been paid in full. All payments of rent shall be made to the Lessor at its address, or at the option of
Lessee at any time hereafter, may be made by payment directly to the Bank of Oklahoma, N.A. for application
to amounts outstanding under the SBA Loan. If at anytime during the term of this Lease the Lessor's monthly
payment under SBA Loan is increased (or decreases) due to an increase (or decrease) in the applicable interest
rate, the monthly payment hereunder shall increase (or decrease) correspondingly upon fifteen (15) days written
notice by the Lessor to the Lessee. THIS IS A NON-CANCELABLE LEASE FOR THE TERM
INDICATED ABOVE.

2. PURCHASE AND ACCEPTANCE; NO WARRANTIES. THE LESSEE REPRESENTS THAT THE
LESSEE HAS SELECTED THE EQUIPMENT LEASED HEREUNDER AND LESSEE AGREES THAT,
EXCEPT AS SET FORTH IN THE ASSET PURCHASE AGREEMENT, THE LESSOR HAS NOT MADE
AND MAKES NO


Equipment Lease - Norman Page 1 of 13

Initial __________
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR
INDIRECTLY, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE
SUITABILITY OF SUCH EQUIPMENT FOR ANY PURPOSE, ITS DURABILITY, ITS FITNESS FOR
ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, AND/OR ITS QUALITY
AND AS BETWEEN LESSEE AND LESSOR, AND ANY ASSIGNEES, LESSEE LEASES THE
EQUIPMENT "AS IS." LESSOR AND LESSOR'S ASSIGNEE SHALL NOT BE LIABLE TO LESSEE
FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR
INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER OR THE USE, MAINTENANCE,
FAILURE OF OPERATION, REPAIRS, SERVICE ADJUSTMENTS, OR ANY DELAY OR FAILURE
OF OR TO THE EQUIPMENT, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE OF
THE EQUIPMENT, OR THE USE OF THE EQUIPMENT IN VIOLATION OF THE RIGHTS OF ANY
PARTY WHOMSOEVER, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND
HOWSOEVER CAUSED. LESSOR AND LESSOR'S ASSIGNS DISCLAIM AND SHALL NOT BE
RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY CAUSED BY
THE EQUIPMENT WHETHER ARISING THROUGH ANY INTENTIONAL ACT OF LESSOR, THE
NEGLIGENCE OF THE LESSOR, OR IMPOSED BY LAW.

3. TITLE. Lessor represents and warrants to Lessee that Lessor owns the Equipment free and clear of all liens,
claims or encumbrances, except for a lien securing the SBA Loan. Lessor covenants with Lessee that, so long as
Lessee performs all of its obligations under this Lease Agreement, Lessor shall perform all of its obligations as
borrower under the SBA Loan. The Lessor shall at all times retain title to the Equipment. The Lessee shall not
change or remove any insignia or lettering which is on the Equipment at the time of delivery thereof, or which is
thereafter placed thereon, indicating the Lessor's ownership thereof; and at any time during the Lease term, upon
request of the Lessor, the Lessee shall affix to the Equipment in prominent place, labels, plates or other markings
supplied by the the Lessor stating that the Equipment is owned by the Lessor. The Lessor is hereby authorized by
the Lessee, at the Lessee's expense, to cause this Lease, or any statement or other instrument in respect of this
Lease showing the interest of the Lessor in the Equipment, including Uniform Commercial Code Financing
Statements, to be filed or recredited and refiled and re-recorded. The Lessee agrees to execute and deliver any
statement or instrument requested by the Lessor for such purpose, and agrees to pay or reimburse the Lessor for
any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement.
The Lessee shall, at its expense, protect and defend the Lessor's title at all times keeping the Equipment free from
all liens and claims whatsoever except for those created by or arising through the Lessor, and shall give the
Lessor immediate written notice thereof and shall indemnity the Lessor from any loss caused thereby. The Lessee
shall execute and deliver to the Lessor, upon the Lessor's request, such further instruments and assurances as the
Lessor deems necessary or advisable for the confirmation or perfection of the Lessor's rights hereunder and the
Lessee authorizes the Lessor to file any such instrument, including, but not limited to, any Uniform Commercial
Code Financing Statement(s), without the Lessee's signature and, if the signature of the Lessee is required
thereon, the Lessee irrevocably appoints the Lessor as the Lessee's attorney-in-fact to


Equipment Lease - Norman Page 2 of 13

Initial __________
execute and file any such statement or other instrument in the name and on behalf of the Lessee. Except for the
Purchase Option attached as Exhibit B, the Lessee shall have no right to purchase or otherwise acquire title to or
ownership of the Equipment. Without modifying or limiting the foregoing, or derogating from the intention of the
parties that the transactions herein shall constitute a Lease and not a financing of the Equipment by the Lessor, if
any court of competent jurisdiction shall hold that the transactions contemplated herein do constitute a financing
and not a Lease of the Equipment by the Lessor, then the Lessor has a first lien security interest in the Equipment
as of the date hereof to secure the obligations of the Lessee, its successors and assigns, hereunder and the Lessor
shall have all rights and remedies of a secured party under the Uniform Commercial Code as adopted in
Oklahoma and any other applicable jurisdiction.

4. CARE AND USE OF EQUIPMENT. The Lessee shall maintain the Equipment in good operating condition,
repair and appearance, and protect the same from deterioration, other than normal wear and tear; shall use the
Equipment in the regular course of business only, within its normal capacity, without abuse and in a manner
contemplated by the Vendor, shall comply with the laws, ordinances, regulations, requirements and rules with
respect to the use, maintenance and other operation of the Equipment, shall not make any modification, alteration,
or addition to the Equipment (other than normal operating accessories or controls which shall, when added to the
Equipment, become the property of the Lessor) without the prior written consent of the Lessor, which shall not
be unreasonably withheld, shall not so affix the Equipment to realty as to change its nature to real property or
fixture, and agrees that the Equipment shall remain personal property at all times regardless of how attached or
installed; shall keep the Equipment at the location shown above, and shall not remove the Equipment without the
consent of the Lessor, which shall not be unreasonably withheld. The Lessor shall have the right during normal
hours, upon reasonable prior notice to the Lessee and subject to applicable laws and regulations, to enter upon
the premises where the Equipment is located in order to inspect, observe or remove the Equipment, or otherwise
protect the Lessor's interest. The Lessee specifically acknowledges that the Equipment is Leased to the Lessee
solely for commercial or business purposes and not for personal, family or household purposes.

5. NET LEASE: TAXES. The Lessee intends the rental payments hereunder to be net to the Lessor, and the
Lessee shall pay all sales, excise, personal property, stamp, documentary, ad valorem and other taxes, license
and registration fees, assessments, fines, penalties and other charges imposed on the ownership, possession or
use of the Equipment during the term of this Lease; shall pay all taxes (except federal and State net income taxes
imposed on the Lessor) with respect to this Lease and the rental payments hereunder, and shall reimburse the
Lessor upon demand for any taxes paid by or advanced by the Lessor. An administration fee will be charged by
the Lessor or Lessor's assigns for the filing of personal property taxes. The Lessee shall file all returns required by
law or by the Lessor and furnish copies to the Lessor.

6. INDEMNITY. The Lessee shall and does hereby agree to indemnify and save the Lessor, its agents, servants,
successors, and assigns harmless against and from any and all liability, damages, or loss, including reasonable
counsel fees, arising out of the ownership, selection, possession, leasing, renting, operation (regardless of where,
how and by whom


Equipment Lease - Norman Page 3 of 13

Initial __________
operated), control, use, condition (including but not limited to latent and other defects, whether or not
discoverable by the Lessee), maintenance, delivery and return of the Equipment or arising out of the Lessor's late
or nonpayment of any amounts owed by Lessor to Bank of Oklahoma, N.A. under the SBA Loan Agreement
that is caused by Lessee's late or nonpayment of any amounts owed by Lessee to Lessor under this Lease. The
indemnities and obligations herein provided shall continue in full force and effect notwithstanding termination of
this Lease.

7. INSURANCE. The Lessee shall keep the Equipment insured against all risks of loss or damage from every
cause whatsoever, in amounts determined by the Lessor. The amount of such insurance shall be sufficient so that
neither the Lessor nor the Lessee will be considered a co-insurer. The Lessee also shall carry public liability
insurance, personal injury and property damage, covering the Equipment. All such insurance shall provide that
losses, if any, shall be payable to the Lessor, and all such liability insurance shall include the Lessor as named
insured and require that the insurer give the Lessor at least ten (10) days written notice prior to cancellation
thereof. The Lessee shall pay the premiums for such insurance and deliver to the Lessor satisfactory evidence of
the insurance coverage required hereunder. The proceeds of such insurance payable as a result of loss or damage
to any item of the Equipment shall be applied to satisfy the Lessee's obligations as set forth in Paragraph 10
below. The Lessee hereby irrevocably appoints the Lessor as the Lessee's attorney-in-fact to make claim for,
receive payment of and execute and endorse all documents, checks or drafts received in payment for loss or
damage under any such insurance policy.

8. RISK OF LOSS. The Lessee hereby assumes the entire risk of loss, damage or destruction of the Equipment
from any and every cause whatsoever during the term of this Lease and thereafter until redelivery to the Lessor.
In the event of loss, damage or destruction of any item of Equipment, the Lessee at its expense (except to the
extent of any proceeds for insurance provided by the Lessee) shall either (a) repair such item, returning it to its
previous condition, unless damaged beyond repair, or (b) pay the Lessor all unpaid rental, or (c) replace such
item with a like item acceptable to the Lessor, which shall be included within the term "Equipment" as used herein,
and Lease from the Lessor herewith for the balance of the full term of this Lease.

9. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATION. In the event the Lessee fails to comply with
any provision of this Lease, the Lessor shall have the right, but shall not be obligated, to effect such compliance
on behalf of the Lessee upon ten (10) Business Days prior written notice to the Lessee. In such event, all monies
expended by and all expenses of the Lessor in effecting such compliance shall be deemed to be additional rental,
and shall be paid by the Lessee at the time of the next monthly payment of rent.

10. DEFAULT. If any one of the following events (each an "event of default") shall occur, then to the extent
permitted by applicable law, the Lessor shall have the right to exercise any one or more of the remedies set forth
in Paragraph 13 below:


Equipment Lease - Norman Page 4 of 13

Initial __________
(a) the Lessee fails to pay any rental or any other payment hereunder when due, and such failure continues for
fifteen
(15) Business Days;

(b) the Lessee or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors;

(c) a receiver, trustee, conservator or liquidator of the Lessee or any Guarantor of all or a substantial part of its
assets is appointed with or without the application of consent of the Lessee or such guarantor;

(d) a petition is filed by or against the Lessee or any Guarantor under the Bankruptcy Code or any amendment
thereto, or under any other insolvency law or laws providing for the relief of debtor;

(e) the Lessee fails to pay when due any obligation to the Lessor arising independently of this Lease and such
failure continues for fifteen (15) Business Days;

(f) the Lessee breaches any other covenant, warranty or agreement hereunder, and such breach continues for
fifteen
(15) Business Days after written notice thereof; or

(g) The breach by the Lessee, the Guarantors, or any of their subsidiaries, affiliates, successors or assigns of any
provision contained in the Asset Purchase Agreement or the Additional Agreements, except for the Employment
Agreement (as those terms are defined in the Asset Purchase Agreement entered into contemporaneously with
this Lease by and among Lessor, Lessee, Guarantors and others) which breach is not cured within fifteen (15)
Business Days of written notice by the Lessor.

11. REMEDIES. If an event of default shall occur as described in sub-paragraphs (a) through (g) in Paragraph
10, the Lessor may, at its option, at any time (a) declare the entire amount of unpaid rental for the balance of the
term of this Lease immediately due and payable (which amount shall be equal to the SBA Loan's payoff balance),
whereupon the Lessee shall become obligated to pay the Lessor forthwith such amount and (b) without demand
or legal process enter into the premises where the Equipment may be found and take possession of and remove
the Equipment, without liability for such retaking. the Lessor may sell or otherwise dispose of any such Equipment
at a private or public sale. In the event the Lessor takes possession of the Equipment, the Lessor shall give the
Lessee credit for any sums received by the Lessor from the sale or rental of the Equipment after deduction of the
expenses of sale or rental. The Lessee shall also be liable for and shall pay to the Lessor (a) all expenses incurred
by the


Equipment Lease - Norman Page 5 of 13

Initial __________
Lessor in connection with the enforcement of any of the Lessor's remedies, including all collection expenses, all
expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (b) reasonable attorney's
fees and court costs. The Lessor and the Lessee acknowledge the difficulty in establishing a value for the
unexpired Lease term and owing to such difficulty agree that the provisions of this paragraph represent an agreed
measure of damages and are not to be deemed a forfeiture or penalty. All remedies of the Lessor hereunder are
cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law,
be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of
such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and
no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of this Lease.

12. LATE CHARGES. Whenever any payment is not made by the the Lessee in full when due hereunder, the
Lessee agrees to pay to the Lessor, not later than fifteen (15) Business Days thereafter, an amount equal to ten
percent (10%) of the full scheduled payment, but only to the extent allowed by law. Such amount shall be
payable in addition to all amounts payable by the Lessee as a result of Lessor's exercise of any of Lessor's
remedies herein provided.

13. ASSIGNMENT. LESSOR MAY, WITHOUT LESSEE'S CONSENT, ASSIGN OR TRANSFER THIS
LEASE OR ANY EQUIPMENT, RENT OR OTHER SUMS DUE OR TO BECOME DUE HEREUNDER,
AND IN SUCH EVENT LESSOR'S ASSIGNEE OR TRANSFEREE SHALL HAVE THE RIGHTS,
POWERS, PRIVILEGES AND REMEDIES OF LESSOR HEREUNDER. LESSEE SHALL NOT ASSIGN
THIS LEASE OR THE EQUIPMENT OR ANY INTEREST HEREUNDER, EXCEPT THAT LESSEE
MAY ASSIGN OR SUBLEASE THIS LEASE TO ANY OF ITS AFFILIATES, FRANCHISEES OR
JOINT VENTURE PARTNERS UPON FIFTEEN (15) DAYS WRITTEN NOTICE TO LESSOR;
PROVIDED, HOWEVER, IN ANY EVENT LESSEE AND GUARANTORS SHALL NOT BE RELEASED
FROM ANY OF THEIR OBLIGATIONS UNDER THIS LEASE BY REASON OF ANY SUCH
ASSIGNMENT, TRANSFER OR SUBLETTING.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT (i) LESSEE ASSIGNS THIS LEASE IN
CONNECTION WITH A MERGER, CONSOLIDATION OR SALE OF SUBSTANTIALLY ALL THE
ASSETS OF LESSEE AND (ii) THE ASSIGNEE ASSUMES ALL OF THE OBLIGATIONS TO BE
PERFORMED BY LESSEE UNDER THIS LEASE, AND, (iii) IF REQUIRED BY LESSOR, IN ITS
REASONABLE DISCRETION, THE GUARANTORS ARE REPLACED WITH GUARANTORS
ACCEPTABLE TO LESSOR, THEN LESSEE AND GUARANTORS SHALL BE RELEASED AND
FOREVER DISCHARGED FROM PERFORMING THEIR OBLIGATIONS UNDER THIS LEASE
ACCRUING SUBSEQUENT TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT.

14. RETURN OF PROPERTY. Upon the termination or expiration of this Lease, or any extension thereof, the
Lessee shall forthwith deliver, freight prepaid, the Equipment to the Lessor, at an address designated by the
Lessor, complete and in good order and condition, reasonable wear and tear alone excepted. The Lessee shall
also pay to the Lessor such sum as may be necessary to cover replacement for all damaged, broken or missing
parts of the


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Equipment to the Lessor. If the Equipment is not returned at the expiration of this Lease, the Equipment shall
continue to be held and Leased hereunder, and this Lease shall thereupon be extended indefinitely as to the term
at the same monthly rental, subject to the right of either the Lessee or the Lessor to terminate this Lease upon
thirty (30) days written notice, whereupon the Lessee shall forthwith deliver the Equipment to the Lessor as set
forth in this Paragraph.

15. EFFECTIVE DATE. This Lease shall become valid when executed and accepted by the Lessor and notice
of the Lessor's acceptance of the Lease being hereby waived by the Lessee.

16. SURVIVAL OF GUARANTY OBLIGATIONS. All obligations of any Guarantor shall remain enforceable
notwithstanding that this Lease, or any obligations performed or to be performed hereunder, may be void or
voidable as against the Lessee or any of the Lessee's creditors, including but not limited to, a trustee in
bankruptcy, by reason of any fact or circumstance.

17. MISCELLANEOUS. This Lease contains the entire agreement between the parties and may not be altered,
amended, modified, terminated or otherwise changed except by a writing signed by an executive officer of the
Lessor or the Lessor's assignee. The Lessor and the Lessee intend this to be a valid and subsisting legal
document, and agree that no provision of this Lease which may be deemed unenforceable shall in any way
invalidate any other provision or provisions of this Lease, all of which shall remain in full force and effect. Any
notice intended to be served hereunder shall be deemed sufficiently sent if sent by regular mail, postage prepaid,
addressed to the party at the addresses contained hereon. This Lease shall be binding upon the parties, their
successors, legal representatives and assigns.

18. CONSENT TO JURISDICTION. Each party to this Lease and each Guarantor hereby submits to the
jurisdiction of any Oklahoma State or Federal court sitting in Oklahoma over any suit, action or proceeding
arising out of or relating to this Lease or guaranty. Each party to this Lease and each Guarantor hereby
irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

19. BUSINESS DAY. A "Business Day" shall mean any day when national banks are open for business,
excluding a Saturday, Sunday or a public holiday under the laws of the State of Oklahoma.

20. GUARANTY. To induce the Lessor to enter into this Lease, the undersigned Guarantors, jointly, severally
and unconditionally, hereby guarantee to the Lessor the prompt performance, when due, of all the Lessee's
obligations to the Lessor under this Lease. The Lessor shall not be required to proceed against the Lessee or the
Equipment or enforce any other remedy before proceeding against the Guarantors. The Guarantors agree to pay
all reasonable attorneys' fees and other expenses incurred by the Lessor by reason of default by the Lessee or


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any of the Guarantors. The Guarantors waive notice of acceptance hereof and of all other notices or demands of
any kind to which the Guarantors may be entitled. The Guarantors consent to any extensions or modifications of
this Lease and any indulgences granted to the Lessee, including, but not limited to, the release and/or compromise
of any obligations under or any collateral for this Lease. This is a continuing guaranty and shall bind the
Guarantors and the heirs, administrators, trustees, representatives, successors and assigns of the Guarantors, and
may be enforced by or for the benefit of the Lessor or any assignee or successor of the Lessor.

21. LESSEE'S OBLIGATIONS.AND SBA LOAN. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS EQUIPMENT LEASE, LESSEE'S RENTAL PAYMENT OBLIGATIONS TO
LESSOR SHALL NOT BE ANY GREATER THAN LESSOR'S LOAN PAYMENT OBLIGATIONS TO
THE BANK OF OKLAHOMA, N.A. UNDER THE SBA LOAN.

[Signature Page to Follow]



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THIS EQUIPMENT LEASE AGREEMENT is executed as of the date and year first written above:

        LESSOR:                                      LESSEE:

        ELITE AUTOMOTIVE GROUP, LLC                  MIDNIGHT AUTO FRANCHISE CORP.,

                                                     A Michigan Corporation,

        By: __________________________________       By: _______________________________
            Stephen J. Stearman, Sole Manager            Nicholas A. Cocco, President

                                                     GUARANTORS:

                                                     ALL NIGHT AUTO OF OKLAHOMA, INC.,
                                                     A Michigan Corporation

                                                     By: _______________________________

                                                          Nicholas A. Cocco
                                                          President

                                                     MIDNIGHT HOLDINGS GROUP, INC.,
                                                     A Delaware Corporation

                                                     By: _______________________________
                                                          Nicholas A. Cocco

        --------------------------------------------------------------------------------
        Equipment Lease - Norman                                            Page 9 of 13

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                                                President, Chairman & CEO

                                            ALL NIGHT AUTO STORES, INC.,
                                            A Michigan Corporation

                                            By: _______________________________
                                                 Nicholas A. Cocco
                                                 President

                                            ALL NIGHT AUTO OF NORMAN, INC.,
                                            A Michigan Corporation,

                                            By: _______________________________
                                                 Nicholas A. Cocco,
                                                 President

--------------------------------------------------------------------------------
Equipment Lease - Norman                                           Page 10 of 13

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                                         EXHIBIT A

                                    THE "EQUIPMENT"


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                                                  EXHIBIT B

                                            PURCHASE OPTION

Reference is made to Equipment Lease Agreement (the "Lease") dated as of March 30, 2007, and entered into
by and between Elite Automotive Group, LLC (the "Lessor"), and Midnight Auto Franchise Corporation, a
Michigan corporation (the "Lessee") regarding Norman, Oklahoma equipment. Capitalized terms used herein but
not defined shall have the meaning ascribed to them in the Lease.

At any time prior to the expiration or termination of the Lease, provided that Lessee has made all rent payments
due under the Lease, , Lessee will have the option (the "Term Option") to purchase all of the Equipment listed on
Exhibit A for an amount equal to the Lessor's payoff balance (the "Payoff Balance") under Loan No.
66428020001 entered into by and among Lessor and Bank of Oklahoma, N.A., having a loan date of July 3,
2002 and a maturity date of July 3, 2009 (the "SBA Loan"). As of the date of this Option, the Payoff Balance is
$[*]

The Payoff Balance will be determined as of the thirtieth (30th) day following Lessor's receipt of Lessee's Option
Notice (as defined hereafter) or, if the thirtieth (30th) day is not a business day for Bank of Oklahoma, N.A.,
then as of the first business day following the thirtieth (30th) day. Should Lessee choose to exercise this Term
Option, it must provide Lessor with a written notice ("Lessee's Option Notice") of Lessee's intention to exercise
the Term Option. The Lessor shall notify the Lessee of the payoff amount (the "Payoff Notice") within fifteen (15)
days of receipt of Lessee's Option Notice, and the Lessee shall deliver payment of the Payoff Amount to the
Lessor within fifteen (15) days of receipt of the Payoff Notice. Notwithstanding the foregoing, if the parties can
determine the Payoff Balance prior to such 30th day following the date of Lessee's exercise of its Term Option,
and if Lessee can pay the Payoff Balance on such date, then the option exercise price shall equal the Payoff
Balance on such earlier date. Failure to pay the Payoff Balance on the date it is due under this paragraph will
render that option exercise by Lessee void, but such failure alone shall not terminate this option.

At the expiration or termination of the Lease, the Lessee shall have the option (the "Expiration Option") to
purchase all of the Equipment listed on Exhibit A of the Lease for $1.00. The Expiration Option shall be deemed
to be automatically exercised by Lessee unless Lessee provides written notice to the contrary to Lessor. Payment
under the Expiration Option must be made by the Lessee to the Lessor or its assignees within sixty (60) days of
the expiration date of the Lease.

The Equipment purchased under the Term Option or the Expiration Option will be purchased by the Lessee "As
is" and "Where is" without representation or warranty by Lessor as to any matter whatsoever other than Lessor's
title to the equipment free and clear of all liens, claims and encumbrances. Upon such payment, Lessor shall
deliver to Lessee a warranty bill of sale for such equipment free and clear of all liens, claims and encumbrances.


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This Purchase Option shall be deemed to be part of the Lease, and shall be governed by the provisions thereof
dealing with choice of law, choice of forum, and jurisdiction.

Accepted and agreed to on this 30th day of March, 2007:

LESSOR:

                                  ELITE AUTOMOTIVE GROUP, LLC

                               By: __________________________________
                                        Stephen Stearman, Member

LESSEE:

                          MIDNIGHT AUTO FRANCHISE CORPORATIOIN

                               By: __________________________________
                                       Nicholas A. Cocco, President


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                                                 Exhibit 10.11

                                   EQUIPMENT LEASE AGREEMENT

THIS EQUIPMENT LEASE AGREEMENT (the "Lease") dated as of March 30, 2007, is entered into by and
between ELITE AUTOMOTIVE GROUP, LLC (the "Lessor"), having its mailing address 12800 SW 58th
Street, Mustang, OK 73064, and MIDNIGHT AUTO FRANCHISE CORP., a Michigan corporation (the
"Lessee"), having a place of business at 539 SOUTH MUSTANG ROAD, YUKON, OK 73099 and its mailing
address at 22600 Hall Road, Suite 205, Clinton Township, Michigan 48036. MIDNIGHT HOLDINGS
GROUP, INC., ALL NIGHT AUTO OF YUKON, INC., ALL NIGHT AUTO OF OKLAHOMA, INC.
AND ALL NIGHT AUTO STORES, INC. have joined in this Lease as joint and several Guarantors
(collectively, the "Guarantors").

WHEREAS, All Night Auto of Oklahoma, Inc., the Lessor, and others are concurrently entering into that Asset
Purchase Agreement (the "Asset Purchase Agreement"); and

WHEREAS, Lessor has an outstanding SBA Loan agreement with Bank of Oklahoma, N.A., loan number
1076887 (Yukon), (the "SBA Loan"), the terms of which will determine the amount of monthly payments due
under this Lease.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreement herein contained, the
receipt and sufficiency of which is hereby acknowledged, the Lessor and the Lessee hereby agree as follows:

1. LEASE; TERM; RENTAL. The Lessor hereby Leases to the Lessee and the Lessee hereby rents from the
Lessor the equipment described in Exhibit A (hereinafter, with all replacement parts, repairs, additions and
accessories incorporated therein and/or affixed thereto, referred to as the "Equipment"), on terms and conditions
set forth in this Lease and the Exhibits attached hereto; for the term indicated above, commencing on March 30,
2007 (the "Commencement Date") and continuing thereafter until February 15, 2013 (Yukon), unless earlier
terminated as provided for in this Lease. The first monthly payments of $[*] (Yukon) shall be payable on April
15, 2007 and shall continue on the 15th day of each month thereafter, in the amount stated above, until the total
rent (as determined in accordance with the SBA Loan) and all other obligations of the Lessee have been paid in
full. All payments of rent shall be made to the Lessor at its address, or at the option of Lessee at any time
hereafter, may be made by payment directly to the Bank of Oklahoma, N.A. for application to amounts
outstanding under the SBA Loan. If at anytime during the term of this Lease the Lessor's monthly payment under
SBA Loan is increased (or decreases) due to an increase (or decrease) in the applicable interest rate, the monthly
payment hereunder shall increase (or decrease) correspondingly upon fifteen (15) days written notice by the
Lessor to the Lessee. THIS IS A NON-CANCELABLE LEASE FOR THE TERM INDICATED ABOVE.

2. PURCHASE AND ACCEPTANCE; NO WARRANTIES. THE LESSEE REPRESENTS THAT THE
LESSEE HAS SELECTED THE EQUIPMENT LEASED HEREUNDER AND LESSEE AGREES THAT,
EXCEPT AS SET FORTH IN THE ASSET PURCHASE AGREEMENT, THE LESSOR HAS NOT MADE
AND MAKES NO


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REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR
INDIRECTLY, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE
SUITABILITY OF SUCH EQUIPMENT FOR ANY PURPOSE, ITS DURABILITY, ITS FITNESS FOR
ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, AND/OR ITS QUALITY
AND AS BETWEEN LESSEE AND LESSOR, AND ANY ASSIGNEES, LESSEE LEASES THE
EQUIPMENT "AS IS." LESSOR AND LESSOR'S ASSIGNEE SHALL NOT BE LIABLE TO LESSEE
FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR
INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER OR THE USE, MAINTENANCE,
FAILURE OF OPERATION, REPAIRS, SERVICE ADJUSTMENTS, OR ANY DELAY OR FAILURE
OF OR TO THE EQUIPMENT, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE OF
THE EQUIPMENT, OR THE USE OF THE EQUIPMENT IN VIOLATION OF THE RIGHTS OF ANY
PARTY WHOMSOEVER, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND
HOWSOEVER CAUSED. LESSOR AND LESSOR'S ASSIGNS DISCLAIM AND SHALL NOT BE
RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY CAUSED BY
THE EQUIPMENT WHETHER ARISING THROUGH ANY INTENTIONAL ACT OF LESSOR, THE
NEGLIGENCE OF THE LESSOR, OR IMPOSED BY LAW.

3. TITLE. Lessor represents and warrants to Lessee that Lessor owns the Equipment free and clear of all liens,
claims or encumbrances, except for a lien securing the SBA Loan. Lessor covenants with Lessee that, so long as
Lessee performs all of its obligations under this Lease Agreement, Lessor shall perform all of its obligations as
borrower under the SBA Loan. The Lessor shall at all times retain title to the Equipment. The Lessee shall not
change or remove any insignia or lettering which is on the Equipment at the time of delivery thereof, or which is
thereafter placed thereon, indicating the Lessor's ownership thereof; and at any time during the Lease term, upon
request of the Lessor, the Lessee shall affix to the Equipment in prominent place, labels, plates or other markings
supplied by the the Lessor stating that the Equipment is owned by the Lessor. The Lessor is hereby authorized by
the Lessee, at the Lessee's expense, to cause this Lease, or any statement or other instrument in respect of this
Lease showing the interest of the Lessor in the Equipment, including Uniform Commercial Code Financing
Statements, to be filed or recredited and refiled and re-recorded. The Lessee agrees to execute and deliver any
statement or instrument requested by the Lessor for such purpose, and agrees to pay or reimburse the Lessor for
any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement.
The Lessee shall, at its expense, protect and defend the Lessor's title at all times keeping the Equipment free from
all liens and claims whatsoever except for those created by or arising through the Lessor, and shall give the
Lessor immediate written notice thereof and shall indemnity the Lessor from any loss caused thereby. The Lessee
shall execute and deliver to the Lessor, upon the Lessor's request, such further instruments and assurances as the
Lessor deems necessary or advisable for the confirmation or perfection of the Lessor's rights hereunder and the
Lessee authorizes the Lessor to file any such instrument, including, but not limited to, any Uniform Commercial
Code Financing Statement(s), without the Lessee's signature and, if the signature of the Lessee is required
thereon, the Lessee irrevocably appoints the Lessor as the Lessee's attorney-in-fact to


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execute and file any such statement or other instrument in the name and on behalf of the Lessee. Except for the
Purchase Option attached as Exhibit B, the Lessee shall have no right to purchase or otherwise acquire title to or
ownership of the Equipment. Without modifying or limiting the foregoing, or derogating from the intention of the
parties that the transactions herein shall constitute a Lease and not a financing of the Equipment by the Lessor, if
any court of competent jurisdiction shall hold that the transactions contemplated herein do constitute a financing
and not a Lease of the Equipment by the Lessor, then the Lessor has a first lien security interest in the Equipment
as of the date hereof to secure the obligations of the Lessee, its successors and assigns, hereunder and the Lessor
shall have all rights and remedies of a secured party under the Uniform Commercial Code as adopted in
Oklahoma and any other applicable jurisdiction.

4. CARE AND USE OF EQUIPMENT. The Lessee shall maintain the Equipment in good operating condition,
repair and appearance, and protect the same from deterioration, other than normal wear and tear; shall use the
Equipment in the regular course of business only, within its normal capacity, without abuse and in a manner
contemplated by the Vendor, shall comply with the laws, ordinances, regulations, requirements and rules with
respect to the use, maintenance and other operation of the Equipment, shall not make any modification, alteration,
or addition to the Equipment (other than normal operating accessories or controls which shall, when added to the
Equipment, become the property of the Lessor) without the prior written consent of the Lessor, which shall not
be unreasonably withheld, shall not so affix the Equipment to realty as to change its nature to real property or
fixture, and agrees that the Equipment shall remain personal property at all times regardless of how attached or
installed; shall keep the Equipment at the location shown above, and shall not remove the Equipment without the
consent of the Lessor, which shall not be unreasonably withheld. The Lessor shall have the right during normal
hours, upon reasonable prior notice to the Lessee and subject to applicable laws and regulations, to enter upon
the premises where the Equipment is located in order to inspect, observe or remove the Equipment, or otherwise
protect the Lessor's interest. The Lessee specifically acknowledges that the Equipment is Leased to the Lessee
solely for commercial or business purposes and not for personal, family or household purposes.

5. NET LEASE: TAXES. The Lessee intends the rental payments hereunder to be net to the Lessor, and the
Lessee shall pay all sales, excise, personal property, stamp, documentary, ad valorem and other taxes, license
and registration fees, assessments, fines, penalties and other charges imposed on the ownership, possession or
use of the Equipment during the term of this Lease; shall pay all taxes (except federal and State net income taxes
imposed on the Lessor) with respect to this Lease and the rental payments hereunder, and shall reimburse the
Lessor upon demand for any taxes paid by or advanced by the Lessor. An administration fee will be charged by
the Lessor or Lessor's assigns for the filing of personal property taxes. The Lessee shall file all returns required by
law or by the Lessor and furnish copies to the Lessor.

6. INDEMNITY. The Lessee shall and does hereby agree to indemnify and save the Lessor, its agents, servants,
successors, and assigns harmless against and from any and all liability, damages, or loss, including reasonable
counsel fees, arising out of the ownership, selection, possession, leasing, renting, operation (regardless of where,
how and by whom


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operated), control, use, condition (including but not limited to latent and other defects, whether or not
discoverable by the Lessee), maintenance, delivery and return of the Equipment or arising out of the Lessor's late
or nonpayment of any amounts owed by Lessor to Bank of Oklahoma, N.A. under the SBA Loan Agreement
that is caused by Lessee's late or nonpayment of any amounts owed by Lessee to Lessor under this Lease. The
indemnities and obligations herein provided shall continue in full force and effect notwithstanding termination of
this Lease.

7. INSURANCE. The Lessee shall keep the Equipment insured against all risks of loss or damage from every
cause whatsoever, in amounts determined by the Lessor. The amount of such insurance shall be sufficient so that
neither the Lessor nor the Lessee will be considered a co-insurer. The Lessee also shall carry public liability
insurance, personal injury and property damage, covering the Equipment. All such insurance shall provide that
losses, if any, shall be payable to the Lessor, and all such liability insurance shall include the Lessor as named
insured and require that the insurer give the Lessor at least ten (10) days written notice prior to cancellation
thereof. The Lessee shall pay the premiums for such insurance and deliver to the Lessor satisfactory evidence of
the insurance coverage required hereunder. The proceeds of such insurance payable as a result of loss or damage
to any item of the Equipment shall be applied to satisfy the Lessee's obligations as set forth in Paragraph 10
below. The Lessee hereby irrevocably appoints the Lessor as the Lessee's attorney-in-fact to make claim for,
receive payment of and execute and endorse all documents, checks or drafts received in payment for loss or
damage under any such insurance policy.

8. RISK OF LOSS. The Lessee hereby assumes the entire risk of loss, damage or destruction of the Equipment
from any and every cause whatsoever during the term of this Lease and thereafter until redelivery to the Lessor.
In the event of loss, damage or destruction of any item of Equipment, the Lessee at its expense (except to the
extent of any proceeds for insurance provided by the Lessee) shall either (a) repair such item, returning it to its
previous condition, unless damaged beyond repair, or (b) pay the Lessor all unpaid rental, or (c) replace such
item with a like item acceptable to the Lessor, which shall be included within the term "Equipment" as used herein,
and Lease from the Lessor herewith for the balance of the full term of this Lease.

9. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATION. In the event the Lessee fails to comply with
any provision of this Lease, the Lessor shall have the right, but shall not be obligated, to effect such compliance
on behalf of the Lessee upon ten (10) Business Days prior written notice to the Lessee. In such event, all monies
expended by and all expenses of the Lessor in effecting such compliance shall be deemed to be additional rental,
and shall be paid by the Lessee at the time of the next monthly payment of rent.

10. DEFAULT. If any one of the following events (each an "event of default") shall occur, then to the extent
permitted by applicable law, the Lessor shall have the right to exercise any one or more of the remedies set forth
in Paragraph 13 below:


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(a) the Lessee fails to pay any rental or any other payment hereunder when due, and such failure continues for
fifteen (15) Business Days;

(b) the Lessee or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors;

(c) a receiver, trustee, conservator or liquidator of the Lessee or any Guarantor of all or a substantial part of its
assets is appointed with or without the application of consent of the Lessee or such guarantor;

(d) a petition is filed by or against the Lessee or any Guarantor under the Bankruptcy Code or any amendment
thereto, or under any other insolvency law or laws providing for the relief of debtor;

(e) the Lessee fails to pay when due any obligation to the Lessor arising independently of this Lease and such
failure continues for fifteen (15) Business Days;

(f) the Lessee breaches any other covenant, warranty or agreement hereunder, and such breach continues for
fifteen (15) Business Days after written notice thereof; or

(g) The breach by the Lessee, the Guarantors, or any of their subsidiaries, affiliates, successors or assigns of any
provision contained in the Asset Purchase Agreement or the Additional Agreements, except for the Employment
Agreement (as those terms are defined in the Asset Purchase Agreement entered into contemporaneously with
this Lease by and among Lessor, Lessee, Guarantors and others) which breach is not cured within fifteen (15)
Business Days of written notice by the Lessor.

11. REMEDIES. If an event of default shall occur as described in sub-paragraphs (a) through (g) in Paragraph
10, the Lessor may, at its option, at any time (a) declare the entire amount of unpaid rental for the balance of the
term of this Lease immediately due and payable (which amount shall be equal to the SBA Loan's payoff balance),
whereupon the Lessee shall become obligated to pay the Lessor forthwith such amount and (b) without demand
or legal process enter into the premises where the Equipment may be found and take possession of and remove
the Equipment, without liability for such retaking. the Lessor may sell or otherwise dispose of any such Equipment
at a private or public sale. In the event the Lessor takes possession of the Equipment, the Lessor shall give the
Lessee credit for any sums received by the Lessor from the sale or rental of the Equipment after deduction of the
expenses of sale or rental. The Lessee shall also be liable for and shall pay to the Lessor (a) all expenses incurred
by the


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Lessor in connection with the enforcement of any of the Lessor's remedies, including all collection expenses, all
expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (b) reasonable attorney's
fees and court costs. The Lessor and the Lessee acknowledge the difficulty in establishing a value for the
unexpired Lease term and owing to such difficulty agree that the provisions of this paragraph represent an agreed
measure of damages and are not to be deemed a forfeiture or penalty. All remedies of the Lessor hereunder are
cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law,
be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of
such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and
no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of this Lease.

12. LATE CHARGES. Whenever any payment is not made by the the Lessee in full when due hereunder, the
Lessee agrees to pay to the Lessor, not later than fifteen (15) Business Days thereafter, an amount equal to ten
percent (10%) of the full scheduled payment, but only to the extent allowed by law. Such amount shall be
payable in addition to all amounts payable by the Lessee as a result of Lessor's exercise of any of Lessor's
remedies herein provided.

13. ASSIGNMENT. LESSOR MAY, WITHOUT LESSEE'S CONSENT, ASSIGN OR TRANSFER THIS
LEASE OR ANY EQUIPMENT, RENT OR OTHER SUMS DUE OR TO BECOME DUE HEREUNDER,
AND IN SUCH EVENT LESSOR'S ASSIGNEE OR TRANSFEREE SHALL HAVE THE RIGHTS,
POWERS, PRIVILEGES AND REMEDIES OF LESSOR HEREUNDER. LESSEE SHALL NOT ASSIGN
THIS LEASE OR THE EQUIPMENT OR ANY INTEREST HEREUNDER, EXCEPT THAT LESSEE
MAY ASSIGN OR SUBLEASE THIS LEASE TO ANY OF ITS AFFILIATES, FRANCHISEES OR
JOINT VENTURE PARTNERS UPON FIFTEEN (15) DAYS WRITTEN NOTICE TO LESSOR;
PROVIDED, HOWEVER, IN ANY EVENT LESSEE AND GUARANTORS SHALL NOT BE RELEASED
FROM ANY OF THEIR OBLIGATIONS UNDER THIS LEASE BY REASON OF ANY SUCH
ASSIGNMENT, TRANSFER OR SUBLETTING.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT (i) LESSEE ASSIGNS THIS LEASE IN
CONNECTION WITH A MERGER, CONSOLIDATION OR SALE OF SUBSTANTIALLY ALL THE
ASSETS OF LESSEE AND (ii) THE ASSIGNEE ASSUMES ALL OF THE OBLIGATIONS TO BE
PERFORMED BY LESSEE UNDER THIS LEASE, AND, (iii) IF REQUIRED BY LESSOR, IN ITS
REASONABLE DISCRETION, THE GUARANTORS ARE REPLACED WITH GUARANTORS
ACCEPTABLE TO LESSOR, THEN LESSEE AND GUARANTORS SHALL BE RELEASED AND
FOREVER DISCHARGED FROM PERFORMING THEIR OBLIGATIONS UNDER THIS LEASE
ACCRUING SUBSEQUENT TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT.

14. RETURN OF PROPERTY. Upon the termination or expiration of this Lease, or any extension thereof, the
Lessee shall forthwith deliver, freight prepaid, the Equipment to the Lessor, at an address designated by the
Lessor, complete and in good order and condition, reasonable wear and tear alone excepted. The Lessee shall
also pay to the Lessor such sum as may be necessary to cover replacement for all damaged, broken or missing
parts of the


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Equipment to the Lessor. If the Equipment is not returned at the expiration of this Lease, the Equipment shall
continue to be held and Leased hereunder, and this Lease shall thereupon be extended indefinitely as to the term
at the same monthly rental, subject to the right of either the Lessee or the Lessor to terminate this Lease upon
thirty (30) days written notice, whereupon the Lessee shall forthwith deliver the Equipment to the Lessor as set
forth in this Paragraph.

15. EFFECTIVE DATE. This Lease shall become valid when executed and accepted by the Lessor and notice
of the Lessor's acceptance of the Lease being hereby waived by the Lessee.

16. SURVIVAL OF GUARANTY OBLIGATIONS. All obligations of any Guarantor shall remain enforceable
notwithstanding that this Lease, or any obligations performed or to be performed hereunder, may be void or
voidable as against the Lessee or any of the Lessee's creditors, including but not limited to, a trustee in
bankruptcy, by reason of any fact or circumstance.

17. MISCELLANEOUS. This Lease contains the entire agreement between the parties and may not be altered,
amended, modified, terminated or otherwise changed except by a writing signed by an executive officer of the
Lessor or the Lessor's assignee. The Lessor and the Lessee intend this to be a valid and subsisting legal
document, and agree that no provision of this Lease which may be deemed unenforceable shall in any way
invalidate any other provision or provisions of this Lease, all of which shall remain in full force and effect. Any
notice intended to be served hereunder shall be deemed sufficiently sent if sent by regular mail, postage prepaid,
addressed to the party at the addresses contained hereon. This Lease shall be binding upon the parties, their
successors, legal representatives and assigns.

18. CONSENT TO JURISDICTION. Each party to this Lease and each Guarantor hereby submits to the
jurisdiction of any Oklahoma State or Federal court sitting in Oklahoma over any suit, action or proceeding
arising out of or relating to this Lease or guaranty. Each party to this Lease and each Guarantor hereby
irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

19. BUSINESS DAY. A "Business Day" shall mean any day when national banks are open for business,
excluding a Saturday, Sunday or a public holiday under the laws of the State of Oklahoma.

20. GUARANTY. To induce the Lessor to enter into this Lease, the undersigned Guarantors, jointly, severally
and unconditionally, hereby guarantee to the Lessor the prompt performance, when due, of all the Lessee's
obligations to the Lessor under this Lease. The Lessor shall not be required to proceed against the Lessee or the
Equipment or enforce any other remedy before proceeding against the Guarantors. The Guarantors agree to pay
all reasonable attorneys' fees and other expenses incurred by the Lessor by reason of default by the Lessee or


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any of the Guarantors. The Guarantors waive notice of acceptance hereof and of all other notices or demands of
any kind to which the Guarantors may be entitled. The Guarantors consent to any extensions or modifications of
this Lease and any indulgences granted to the Lessee, including, but not limited to, the release and/or compromise
of any obligations under or any collateral for this Lease. This is a continuing guaranty and shall bind the
Guarantors and the heirs, administrators, trustees, representatives, successors and assigns of the Guarantors, and
may be enforced by or for the benefit of the Lessor or any assignee or successor of the Lessor.

21. LESSEE'S OBLIGATIONS.AND SBA LOAN. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS EQUIPMENT LEASE, LESSEE'S RENTAL PAYMENT OBLIGATIONS TO
LESSOR SHALL NOT BE ANY GREATER THAN LESSOR'S LOAN PAYMENT OBLIGATIONS TO
THE BANK OF OKLAHOMA, N.A. UNDER THE SBA LOAN.

[Signature Page to Follow]



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THIS EQUIPMENT LEASE AGREEMENT is executed as of the date and year first written above:

        LESSOR:                                      LESSEE:

        ELITE AUTOMOTIVE GROUP, LLC                  MIDNIGHT AUTO FRANCHISE CORP.,

                                                     A Michigan Corporation,

        By: __________________________________       By: _______________________________
             Stephen J. Stearman, Sole Manager            Nicholas A. Cocco, President

                                                     GUARANTORS:

                                                     ALL NIGHT AUTO OF OKLAHOMA, INC.,
                                                     A Michigan Corporation

                                                     By: _______________________________
                                                          Nicholas A. Cocco
                                                          President

                                                     MIDNIGHT HOLDINGS GROUP, INC.,
                                                     A Delaware Corporation

                                                     By: _______________________________
                                                          Nicholas A. Cocco

        --------------------------------------------------------------------------------
        Equipment Lease -Yukon                                              Page 9 of 13

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                                                 President, Chairman & CEO

                                            ALL NIGHT AUTO STORES, INC.,
                                            A Michigan Corporation

                                            By: _______________________________
                                                 Nicholas A. Cocco
                                                 President

                                            ALL NIGHT AUTO OF YUKON, INC.,
                                            A Michigan Corporation,

                                            By: _______________________________
                                                 Nicholas A. Cocco,
                                                 President

--------------------------------------------------------------------------------
Equipment Lease -Yukon                                             Page 10 of 13

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                                          EXHIBIT A

                                       THE "EQUIPMENT"


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                                                  EXHIBIT B

                                            PURCHASE OPTION

Reference is made to Equipment Lease Agreement (the "Lease") dated as of March 30, 2007, and entered into
by and between ELITE AUTOMOTIVE GROUP, LLC (the "Lessor"), and ALL NIGHT AUTO OF
YUKON, INC., a Michigan corporation (the "Lessee"). Capitalized terms used herein but not defined shall have
the meaning ascribed to them in the Lease.

At any time prior to the expiration or termination of the Lease, provided that Lessee has made all rent payments
due under the Lease, , Lessee will have the option (the "Term Option") to purchase all of the Equipment listed on
Exhibit A for an amount equal to the Lessor's payoff balance (the "Payoff Balance") under Loan No. 1076887
entered into by and among Lessor and Bank of Oklahoma, N.A., having a loan date of February 15, 2006 and a
maturity date of February 15, 2013 (the "SBA Loan"). As of the date of this Purchase Option, the Payoff
Balance is $[*].

The Payoff Balance will be determined as of the thirtieth (30th) day following Lessor's receipt of Lessee's Option
Notice (as defined hereafter) or, if the thirtieth (30th) day is not a business day for Bank of Oklahoma, N.A.,
then as of the first business day following the thirtieth (30th) day. Should Lessee choose to exercise this Term
Option, it must provide Lessor with a written notice ("Lessee's Option Notice") of Lessee's intention to exercise
the Term Option. The Lessor shall notify the Lessee of the payoff amount (the "Payoff Notice") within fifteen (15)
days of receipt of Lessee's Option Notice, and the Lessee shall deliver payment of the Payoff Amount to the
Lessor within fifteen (15) days of receipt of the Payoff Notice. Notwithstanding the foregoing, if the parties can
determine the Payoff Balance prior to such 30th day following the date of Lessee's exercise of its Term Option,
and if Lessee can pay the Payoff Balance on such date, then the option exercise price shall equal the Payoff
Balance on such earlier date. Failure to pay the Payoff Balance on the date it is due under this paragraph will
render that option exercise by Lessee void, but such failure alone shall not terminate this option.

At the expiration or termination of the Lease, the Lessee shall have the option (the "Expiration Option") to
purchase all of the Equipment listed on Exhibit A of the Lease for $1.00. The Expiration Option shall be deemed
to be automatically exercised by Lessee unless Lessee provides written notice to the contrary to Lessor. Payment
under the Expiration Option must be made by the Lessee to the Lessor or its assignees within sixty (60) days of
the expiration date of the Lease.

The Equipment purchased under the Term Option or the Expiration Option will be purchased by the Lessee "As
is" and "Where is" without representation or warranty by Lessor as to any matter whatsoever other than Lessor's
title to the equipment free and clear of all liens, claims and encumbrances. Upon such payment, Lessor shall
deliver to Lessee a warranty bill of sale for such equipment free and clear of all liens, claims and encumbrances.


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This Purchase Option shall be deemed to be part of the Lease, and shall be governed by the provisions thereof
dealing with choice of law, choice of forum, and jurisdiction.

Accepted and agreed to on this 30th day of March, 2007:

LESSOR:

                                  ELITE AUTOMOTIVE GROUP, LLC

                                 By:________________________________
                                        Stephen Stearman, Member

LESSEE:

                                    MIDNIGHT AUTO FRANCHISE
                                         CORPORATIOIN

                                 By:________________________________
                                       Nicholas A. Cocco, President


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                                                  Exhibit 10.12

                                   EQUIPMENT LEASE AGREEMENT

THIS EQUIPMENT LEASE AGREEMENT (the "Lease") dated as of March 30, 2007, is entered into by and
between ELITE AUTOMOTIVE GROUP, LLC (the "Lessor"), having its mailing address 12800 SW 58th
Street, Mustang, OK 73064, and MIDNIGHT AUTO FRANCHISE CORP., a Michigan corporation (the
"Lessee"), having a place of business at 7311 NORTH MACARTHUR BLVD., WARR ACRES, OK 73132
and its mailing address at 22600 Hall Road, Suite 205, Clinton Township, Michigan 48036.
MIDNIGHT HOLDINGS GROUP, INC., ALL NIGHT AUTO OF WARR ACRES, INC., ALL NIGHT
AUTO OF OKLAHOMA, INC. AND ALL NIGHT AUTO STORES, INC. have joined in this Lease as joint
and several Guarantors (collectively, the "Guarantors").

WHEREAS, All Night Auto of Oklahoma, Inc., the Lessor, and others are concurrently entering into that Asset
Purchase Agreement (the "Asset Purchase Agreement"); and

WHEREAS, Lessor has an outstanding SBA Loan agreement with Bank of Oklahoma, N.A., loan number
66428020002 (Warr Acres), (the "SBA Loan"), the terms of which will determine the amount of monthly
payments due under this Lease.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreement herein contained, the
receipt and sufficiency of which is hereby acknowledged, the Lessor and the Lessee hereby agree as follows:

1. LEASE; TERM; RENTAL. The Lessor hereby Leases to the Lessee and the Lessee hereby rents from the
Lessor the equipment described in Exhibit A (hereinafter, with all replacement parts, repairs, additions and
accessories incorporated therein and/or affixed thereto, referred to as the "Equipment"), on terms and conditions
set forth in this Lease and the Exhibits attached hereto; for the term indicated above, commencing on March 30,
2007 (the "Commencement Date") and continuing thereafter until October 3, 2010, unless earlier terminated as
provided for in this Lease. The first monthly payments of $[*] shall be payable on the date of this Agreement and
shall continue on the corresponding day of each month thereafter, in the amount stated above, until the total rent
(as determined in accordance with the SBA Loan) and all other obligations of the Lessee have been paid in full.
All payments of rent shall be made to the Lessor at its address, or at the option of Lessee at any time hereafter,
may be made by payment directly to the Bank of Oklahoma, N.A. for application to amounts outstanding under
the SBA Loan. If at anytime during the term of this Lease the Lessor's monthly payment under SBA Loan is
increased (or decreases) due to an increase (or decrease) in the applicable interest rate, the monthly payment
hereunder shall increase (or decrease) correspondingly upon fifteen (15) days written notice by the Lessor to the
Lessee. THIS IS A NON-CANCELABLE LEASE FOR THE TERM INDICATED ABOVE.

2. PURCHASE AND ACCEPTANCE; NO WARRANTIES. THE LESSEE REPRESENTS THAT THE
LESSEE HAS SELECTED THE EQUIPMENT LEASED HEREUNDER AND LESSEE AGREES THAT,
EXCEPT AS SET FORTH IN THE ASSET PURCHASE AGREEMENT, THE LESSOR HAS NOT MADE
AND MAKES NO


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REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR
INDIRECTLY, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE
SUITABILITY OF SUCH EQUIPMENT FOR ANY PURPOSE, ITS DURABILITY, ITS FITNESS FOR
ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, AND/OR ITS QUALITY
AND AS BETWEEN LESSEE AND LESSOR, AND ANY ASSIGNEES, LESSEE LEASES THE
EQUIPMENT "AS IS." LESSOR AND LESSOR'S ASSIGNEE SHALL NOT BE LIABLE TO LESSEE
FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR
INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER OR THE USE, MAINTENANCE,
FAILURE OF OPERATION, REPAIRS, SERVICE ADJUSTMENTS, OR ANY DELAY OR FAILURE
OF OR TO THE EQUIPMENT, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE OF
THE EQUIPMENT, OR THE USE OF THE EQUIPMENT IN VIOLATION OF THE RIGHTS OF ANY
PARTY WHOMSOEVER, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND
HOWSOEVER CAUSED. LESSOR AND LESSOR'S ASSIGNS DISCLAIM AND SHALL NOT BE
RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY CAUSED BY
THE EQUIPMENT WHETHER ARISING THROUGH ANY INTENTIONAL ACT OF LESSOR, THE
NEGLIGENCE OF THE LESSOR, OR IMPOSED BY LAW.

3. TITLE. Lessor represents and warrants to Lessee that Lessor owns the Equipment free and clear of all liens,
claims or encumbrances, except for a lien securing the SBA Loan. Lessor covenants with Lessee that, so long as
Lessee performs all of its obligations under this Lease Agreement, Lessor shall perform all of its obligations as
borrower under the SBA Loan. The Lessor shall at all times retain title to the Equipment. The Lessee shall not
change or remove any insignia or lettering which is on the Equipment at the time of delivery thereof, or which is
thereafter placed thereon, indicating the Lessor's ownership thereof; and at any time during the Lease term, upon
request of the Lessor, the Lessee shall affix to the Equipment in prominent place, labels, plates or other markings
supplied by the the Lessor stating that the Equipment is owned by the Lessor. The Lessor is hereby authorized by
the Lessee, at the Lessee's expense, to cause this Lease, or any statement or other instrument in respect of this
Lease showing the interest of the Lessor in the Equipment, including Uniform Commercial Code Financing
Statements, to be filed or recredited and refiled and re-recorded. The Lessee agrees to execute and deliver any
statement or instrument requested by the Lessor for such purpose, and agrees to pay or reimburse the Lessor for
any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement.
The Lessee shall, at its expense, protect and defend the Lessor's title at all times keeping the Equipment free from
all liens and claims whatsoever except for those created by or arising through the Lessor, and shall give the
Lessor immediate written notice thereof and shall indemnity the Lessor from any loss caused thereby. The Lessee
shall execute and deliver to the Lessor, upon the Lessor's request, such further instruments and assurances as the
Lessor deems necessary or advisable for the confirmation or perfection of the Lessor's rights hereunder and the
Lessee authorizes the Lessor to file any such instrument, including, but not limited to, any Uniform Commercial
Code Financing Statement(s), without the Lessee's signature and, if the signature of the Lessee is required
thereon, the Lessee irrevocably appoints the Lessor as the Lessee's attorney-in-fact to


Equipment Lease -Warr Acres Page 2 of 13

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execute and file any such statement or other instrument in the name and on behalf of the Lessee. Except for the
Purchase Option attached as Exhibit B, the Lessee shall have no right to purchase or otherwise acquire title to or
ownership of the Equipment. Without modifying or limiting the foregoing, or derogating from the intention of the
parties that the transactions herein shall constitute a Lease and not a financing of the Equipment by the Lessor, if
any court of competent jurisdiction shall hold that the transactions contemplated herein do constitute a financing
and not a Lease of the Equipment by the Lessor, then the Lessor has a first lien security interest in the Equipment
as of the date hereof to secure the obligations of the Lessee, its successors and assigns, hereunder and the Lessor
shall have all rights and remedies of a secured party under the Uniform Commercial Code as adopted in
Oklahoma and any other applicable jurisdiction.

4. CARE AND USE OF EQUIPMENT. The Lessee shall maintain the Equipment in good operating condition,
repair and appearance, and protect the same from deterioration, other than normal wear and tear; shall use the
Equipment in the regular course of business only, within its normal capacity, without abuse and in a manner
contemplated by the Vendor, shall comply with the laws, ordinances, regulations, requirements and rules with
respect to the use, maintenance and other operation of the Equipment, shall not make any modification, alteration,
or addition to the Equipment (other than normal operating accessories or controls which shall, when added to the
Equipment, become the property of the Lessor) without the prior written consent of the Lessor, which shall not
be unreasonably withheld, shall not so affix the Equipment to realty as to change its nature to real property or
fixture, and agrees that the Equipment shall remain personal property at all times regardless of how attached or
installed; shall keep the Equipment at the location shown above, and shall not remove the Equipment without the
consent of the Lessor, which shall not be unreasonably withheld. The Lessor shall have the right during normal
hours, upon reasonable prior notice to the Lessee and subject to applicable laws and regulations, to enter upon
the premises where the Equipment is located in order to inspect, observe or remove the Equipment, or otherwise
protect the Lessor's interest. The Lessee specifically acknowledges that the Equipment is Leased to the Lessee
solely for commercial or business purposes and not for personal, family or household purposes.

5. NET LEASE: TAXES. The Lessee intends the rental payments hereunder to be net to the Lessor, and the
Lessee shall pay all sales, excise, personal property, stamp, documentary, ad valorem and other taxes, license
and registration fees, assessments, fines, penalties and other charges imposed on the ownership, possession or
use of the Equipment during the term of this Lease; shall pay all taxes (except federal and State net income taxes
imposed on the Lessor) with respect to this Lease and the rental payments hereunder, and shall reimburse the
Lessor upon demand for any taxes paid by or advanced by the Lessor. An administration fee will be charged by
the Lessor or Lessor's assigns for the filing of personal property taxes. The Lessee shall file all returns required by
law or by the Lessor and furnish copies to the Lessor.

6. INDEMNITY. The Lessee shall and does hereby agree to indemnify and save the Lessor, its agents, servants,
successors, and assigns harmless against and from any and all liability, damages, or loss, including reasonable
counsel fees, arising out of the ownership, selection, possession, leasing, renting, operation (regardless of where,
how and by whom


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operated), control, use, condition (including but not limited to latent and other defects, whether or not
discoverable by the Lessee), maintenance, delivery and return of the Equipment or arising out of the Lessor's late
or nonpayment of any amounts owed by Lessor to Bank of Oklahoma, N.A. under the SBA Loan Agreement
that is caused by Lessee's late or nonpayment of any amounts owed by Lessee to Lessor under this Lease. The
indemnities and obligations herein provided shall continue in full force and effect notwithstanding termination of
this Lease.

7. INSURANCE. The Lessee shall keep the Equipment insured against all risks of loss or damage from every
cause whatsoever, in amounts determined by the Lessor. The amount of such insurance shall be sufficient so that
neither the Lessor nor the Lessee will be considered a co-insurer. The Lessee also shall carry public liability
insurance, personal injury and property damage, covering the Equipment. All such insurance shall provide that
losses, if any, shall be payable to the Lessor, and all such liability insurance shall include the Lessor as named
insured and require that the insurer give the Lessor at least ten (10) days written notice prior to cancellation
thereof. The Lessee shall pay the premiums for such insurance and deliver to the Lessor satisfactory evidence of
the insurance coverage required hereunder. The proceeds of such insurance payable as a result of loss or damage
to any item of the Equipment shall be applied to satisfy the Lessee's obligations as set forth in Paragraph 10
below. The Lessee hereby irrevocably appoints the Lessor as the Lessee's attorney-in-fact to make claim for,
receive payment of and execute and endorse all documents, checks or drafts received in payment for loss or
damage under any such insurance policy.

8. RISK OF LOSS. The Lessee hereby assumes the entire risk of loss, damage or destruction of the Equipment
from any and every cause whatsoever during the term of this Lease and thereafter until redelivery to the Lessor.
In the event of loss, damage or destruction of any item of Equipment, the Lessee at its expense (except to the
extent of any proceeds for insurance provided by the Lessee) shall either (a) repair such item, returning it to its
previous condition, unless damaged beyond repair, or (b) pay the Lessor all unpaid rental, or (c) replace such
item with a like item acceptable to the Lessor, which shall be included within the term "Equipment" as used herein,
and Lease from the Lessor herewith for the balance of the full term of this Lease.

9. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATION. In the event the Lessee fails to comply with
any provision of this Lease, the Lessor shall have the right, but shall not be obligated, to effect such compliance
on behalf of the Lessee upon ten (10) Business Days prior written notice to the Lessee. In such event, all monies
expended by and all expenses of the Lessor in effecting such compliance shall be deemed to be additional rental,
and shall be paid by the Lessee at the time of the next monthly payment of rent.

10. DEFAULT. If any one of the following events (each an "event of default") shall occur, then to the extent
permitted by applicable law, the Lessor shall have the right to exercise any one or more of the remedies set forth
in Paragraph 13 below:


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(a) the Lessee fails to pay any rental or any other payment hereunder when due, and such failure continues for
fifteen (15) Business Days;

(b) the Lessee or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors;

(c) a receiver, trustee, conservator or liquidator of the Lessee or any Guarantor of all or a substantial part of its
assets is appointed with or without the application of consent of the Lessee or such guarantor;

(d) a petition is filed by or against the Lessee or any Guarantor under the Bankruptcy Code or any amendment
thereto, or under any other insolvency law or laws providing for the relief of debtor;

(e) the Lessee fails to pay when due any obligation to the Lessor arising independently of this Lease and such
failure continues for fifteen (15) Business Days;

(f) the Lessee breaches any other covenant, warranty or agreement hereunder, and such breach continues for
fifteen (15) Business Days after written notice thereof; or

(g) The breach by the Lessee, the Guarantors, or any of their subsidiaries, affiliates, successors or assigns of any
provision contained in the Asset Purchase Agreement or the Additional Agreements, except for the Employment
Agreement (as those terms are defined in the Asset Purchase Agreement entered into contemporaneously with
this Lease by and among Lessor, Lessee, Guarantors and others) which breach is not cured within fifteen (15)
Business Days of written notice by the Lessor.

11. REMEDIES. If an event of default shall occur as described in sub-paragraphs (a) through (g) in Paragraph
10, the Lessor may, at its option, at any time (a) declare the entire amount of unpaid rental for the balance of the
term of this Lease immediately due and payable (which amount shall be equal to the SBA Loan's payoff balance),
whereupon the Lessee shall become obligated to pay the Lessor forthwith such amount and (b) without demand
or legal process enter into the premises where the Equipment may be found and take possession of and remove
the Equipment, without liability for such retaking. the Lessor may sell or otherwise dispose of any such Equipment
at a private or public sale. In the event the Lessor takes possession of the Equipment, the Lessor shall give the
Lessee credit for any sums received by the Lessor from the sale or rental of the Equipment after deduction of the
expenses of sale or rental. The Lessee shall also be liable for and shall pay to the Lessor (a) all expenses incurred
by the


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Lessor in connection with the enforcement of any of the Lessor's remedies, including all collection expenses, all
expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (b) reasonable attorney's
fees and court costs. The Lessor and the Lessee acknowledge the difficulty in establishing a value for the
unexpired Lease term and owing to such difficulty agree that the provisions of this paragraph represent an agreed
measure of damages and are not to be deemed a forfeiture or penalty. All remedies of the Lessor hereunder are
cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law,
be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of
such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and
no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of this Lease.

12. LATE CHARGES. Whenever any payment is not made by the the Lessee in full when due hereunder, the
Lessee agrees to pay to the Lessor, not later than fifteen (15) Business Days thereafter, an amount equal to ten
percent (10%) of the full scheduled payment, but only to the extent allowed by law. Such amount shall be
payable in addition to all amounts payable by the Lessee as a result of Lessor's exercise of any of Lessor's
remedies herein provided.

13. ASSIGNMENT. LESSOR MAY, WITHOUT LESSEE'S CONSENT, ASSIGN OR TRANSFER THIS
LEASE OR ANY EQUIPMENT, RENT OR OTHER SUMS DUE OR TO BECOME DUE HEREUNDER,
AND IN SUCH EVENT LESSOR'S ASSIGNEE OR TRANSFEREE SHALL HAVE THE RIGHTS,
POWERS, PRIVILEGES AND REMEDIES OF LESSOR HEREUNDER. LESSEE SHALL NOT ASSIGN
THIS LEASE OR THE EQUIPMENT OR ANY INTEREST HEREUNDER, EXCEPT THAT LESSEE
MAY ASSIGN OR SUBLEASE THIS LEASE TO ANY OF ITS AFFILIATES, FRANCHISEES OR
JOINT VENTURE PARTNERS UPON FIFTEEN (15) DAYS WRITTEN NOTICE TO LESSOR;
PROVIDED, HOWEVER, IN ANY EVENT LESSEE AND GUARANTORS SHALL NOT BE RELEASED
FROM ANY OF THEIR OBLIGATIONS UNDER THIS LEASE BY REASON OF ANY SUCH
ASSIGNMENT, TRANSFER OR SUBLETTING.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT (i) LESSEE ASSIGNS THIS LEASE IN
CONNECTION WITH A MERGER, CONSOLIDATION OR SALE OF SUBSTANTIALLY ALL THE
ASSETS OF LESSEE AND (ii) THE ASSIGNEE ASSUMES ALL OF THE OBLIGATIONS TO BE
PERFORMED BY LESSEE UNDER THIS LEASE, AND, (iii) IF REQUIRED BY LESSOR, IN ITS
REASONABLE DISCRETION, THE GUARANTORS ARE REPLACED WITH GUARANTORS
ACCEPTABLE TO LESSOR, THEN LESSEE AND GUARANTORS SHALL BE RELEASED AND
FOREVER DISCHARGED FROM PERFORMING THEIR OBLIGATIONS UNDER THIS LEASE
ACCRUING SUBSEQUENT TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT.

14. RETURN OF PROPERTY. Upon the termination or expiration of this Lease, or any extension thereof, the
Lessee shall forthwith deliver, freight prepaid, the Equipment to the Lessor, at an address designated by the
Lessor, complete and in good order and condition, reasonable wear and tear alone excepted. The Lessee shall
also pay to the Lessor such sum as may be necessary to cover replacement for all damaged, broken or missing
parts of the


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Equipment to the Lessor. If the Equipment is not returned at the expiration of this Lease, the Equipment shall
continue to be held and Leased hereunder, and this Lease shall thereupon be extended indefinitely as to the term
at the same monthly rental, subject to the right of either the Lessee or the Lessor to terminate this Lease upon
thirty (30) days written notice, whereupon the Lessee shall forthwith deliver the Equipment to the Lessor as set
forth in this Paragraph.

15. EFFECTIVE DATE. This Lease shall become valid when executed and accepted by the Lessor and notice
of the Lessor's acceptance of the Lease being hereby waived by the Lessee.

16. SURVIVAL OF GUARANTY OBLIGATIONS. All obligations of any Guarantor shall remain enforceable
notwithstanding that this Lease, or any obligations performed or to be performed hereunder, may be void or
voidable as against the Lessee or any of the Lessee's creditors, including but not limited to, a trustee in
bankruptcy, by reason of any fact or circumstance.

17. MISCELLANEOUS. This Lease contains the entire agreement between the parties and may not be altered,
amended, modified, terminated or otherwise changed except by a writing signed by an executive officer of the
Lessor or the Lessor's assignee. The Lessor and the Lessee intend this to be a valid and subsisting legal
document, and agree that no provision of this Lease which may be deemed unenforceable shall in any way
invalidate any other provision or provisions of this Lease, all of which shall remain in full force and effect. Any
notice intended to be served hereunder shall be deemed sufficiently sent if sent by regular mail, postage prepaid,
addressed to the party at the addresses contained hereon. This Lease shall be binding upon the parties, their
successors, legal representatives and assigns.

18. CONSENT TO JURISDICTION. Each party to this Lease and each Guarantor hereby submits to the
jurisdiction of any Oklahoma State or Federal court sitting in Oklahoma over any suit, action or proceeding
arising out of or relating to this Lease or guaranty. Each party to this Lease and each Guarantor hereby
irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

19. BUSINESS DAY. A "Business Day" shall mean any day when national banks are open for business,
excluding a Saturday, Sunday or a public holiday under the laws of the State of Oklahoma.

20. GUARANTY. To induce the Lessor to enter into this Lease, the undersigned Guarantors, jointly, severally
and unconditionally, hereby guarantee to the Lessor the prompt performance, when due, of all the Lessee's
obligations to the Lessor under this Lease. The Lessor shall not be required to proceed against the Lessee or the
Equipment or enforce any other remedy before proceeding against the Guarantors. The Guarantors agree to pay
all reasonable attorneys' fees and other expenses incurred by the Lessor by reason of default by the Lessee or


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any of the Guarantors. The Guarantors waive notice of acceptance hereof and of all other notices or demands of
any kind to which the Guarantors may be entitled. The Guarantors consent to any extensions or modifications of
this Lease and any indulgences granted to the Lessee, including, but not limited to, the release and/or compromise
of any obligations under or any collateral for this Lease. This is a continuing guaranty and shall bind the
Guarantors and the heirs, administrators, trustees, representatives, successors and assigns of the Guarantors, and
may be enforced by or for the benefit of the Lessor or any assignee or successor of the Lessor.

21. LESSEE'S OBLIGATIONS.AND SBA LOAN. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS EQUIPMENT LEASE, LESSEE'S RENTAL PAYMENT OBLIGATIONS TO
LESSOR SHALL NOT BE ANY GREATER THAN LESSOR'S LOAN PAYMENT OBLIGATIONS TO
THE BANK OF OKLAHOMA, N.A. UNDER THE SBA LOAN.

[Signature Page to Follow]



Equipment Lease -Warr Acres Page 8 of 13

Initial__________
THIS EQUIPMENT LEASE AGREEMENT is executed as of the date and year first written above:

        LESSOR:                                    LESSEE:

        ELITE AUTOMOTIVE GROUP, LLC                MIDNIGHT AUTO FRANCHISE CORP.,

                                                   A Michigan Corporation,

        By: __________________________________     By: _________________________________
            Stephen J. Stearman, Sole Manager          Nicholas A. Cocco, President

                                                   GUARANTORS:

                                                   ALL NIGHT AUTO OF OKLAHOMA, INC.,
                                                   A Michigan Corporation

                                                   By: ________________________________
                                                       Nicholas A. Cocco
                                                       President

                                                   MIDNIGHT HOLDINGS GROUP, INC.,
                                                   A Delaware Corporation

                                                   By: ________________________________
                                                       Nicholas A. Cocco
                                                       President, Chairman & CEO

        --------------------------------------------------------------------------------
        Equipment Lease -Warr Acres                                         Page 9 of 13

        Initial__________
                                          ALL NIGHT AUTO STORES, INC.,
                                          A Michigan Corporation

                                          By: ________________________________
                                              Nicholas A. Cocco
                                              President

                                          ALL NIGHT AUTO OF WARR ACRES, INC.,
                                          A Michigan Corporation,

                                          By: ________________________________
                                              Nicholas A. Cocco,
                                              President

--------------------------------------------------------------------------------
Equipment Lease -Warr Acres                                        Page 10 of 13

Initial__________
                                            EXHIBIT A

                                    THE "EQUIPMENT"


Equipment Lease -Warr Acres Page 11 of 13

Initial__________
                                                  EXHIBIT B

                                            PURCHASE OPTION

Reference is made to Equipment Lease Agreement (the "Lease") dated as of March 30, 2007, and entered into
by and between ELITE AUTOMOTIVE GROUP, LLC (the "Lessor"), and ALL NIGHT AUTO OF WARR
ACRES, INC., a Michigan corporation (the "Lessee"). Capitalized terms used herein but not defined shall have
the meaning ascribed to them in the Lease.

At any time prior to the expiration or termination of the Lease, provided that Lessee has made all rent payments
due under the Lease, , Lessee will have the option (the "Term Option") to purchase all of the Equipment listed on
Exhibit A for an amount equal to the Lessor's payoff balance (the "Payoff Balance") under Loan
No.66428020002 entered into by and among Lessor and Bank of Oklahoma, N.A., having a loan date of
October 3, 2003 and a maturity date of October 3, 2010 (the "SBA Loan"). As of the date of this Option, the
Payoff Balance is $[*]

The Payoff Balance will be determined as of the thirtieth (30th) day following Lessor's receipt of Lessee's Option
Notice (as defined hereafter) or, if the thirtieth (30th) day is not a business day for Bank of Oklahoma, N.A.,
then as of the first business day following the thirtieth (30th) day. Should Lessee choose to exercise this Term
Option, it must provide Lessor with a written notice ("Lessee's Option Notice") of Lessee's intention to exercise
the Term Option. The Lessor shall notify the Lessee of the payoff amount (the "Payoff Notice") within fifteen (15)
days of receipt of Lessee's Option Notice, and the Lessee shall deliver payment of the Payoff Amount to the
Lessor within fifteen (15) days of receipt of the Payoff Notice. Notwithstanding the foregoing, if the parties can
determine the Payoff Balance prior to such 30th day following the date of Lessee's exercise of its Term Option,
and if Lessee can pay the Payoff Balance on such date, then the option exercise price shall equal the Payoff
Balance on such earlier date. Failure to pay the Payoff Balance on the date it is due under this paragraph will
render that option exercise by Lessee void, but such failure alone shall not terminate this option.

At the expiration or termination of the Lease, the Lessee shall have the option (the "Expiration Option") to
purchase all of the Equipment listed on Exhibit A of the Lease for $1.00. The Expiration Option shall be deemed
to be automatically exercised by Lessee unless Lessee provides written notice to the contrary to Lessor. Payment
under the Expiration Option must be made by the Lessee to the Lessor or its assignees within sixty (60) days of
the expiration date of the Lease.

The Equipment purchased under the Term Option or the Expiration Option will be purchased by the Lessee "As
is" and "Where is" without representation or warranty by Lessor as to any matter whatsoever other than Lessor's
title to the equipment free and clear of all liens, claims and encumbrances. Upon such payment, Lessor shall
deliver to Lessee a warranty bill of sale for such equipment free and clear of all liens, claims and encumbrances.


Equipment Lease -Warr Acres Page 12 of 13

Initial__________
This Purchase Option shall be deemed to be part of the Lease, and shall be governed by the provisions thereof
dealing with choice of law, choice of forum, and jurisdiction.

Accepted and agreed to on this 30th day of March, 2007:

LESSOR:

                                  ELITE AUTOMOTIVE GROUP, LLC

                                 By:________________________________
                                        Stephen Stearman, Member

LESSEE:

                                    MIDNIGHT AUTO FRANCHISE
                                         CORPORATIOIN

                                By:_________________________________
                                       Nicholas A. Cocco, President


Equipment Lease -Warr Acres Page 13 of 13

Initial__________
                                              Exhibit 10.13

                                        LEASE AGREEMENT

                           ELITE AUTOMOTIVE GROUP, LLC, Landlord

                         MIDNIGHT AUTO FRANCHISE CORPORATION,
                                 a Michigan corporation, Tenant

                               1121 Rambling Oaks Drive, Norman, OK

                                              PREMISES

                                           MARCH 30, 2007


Lease Agreement - All Night Auto of Norman, Inc. Page 1 of 20
                                             LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") is made as of March 30, 2007,, by and between ELITE
AUTOMOTIVE GROUP, LLC, an Oklahoma limited liability company ("Landlord"), whose address is 12800
SW 58th Street, Mustang, OK 73064, and MIDNIGHT AUTO FRANCHISE CORPORATION, a Michigan
corporation ("Tenant"), whose address is 22600 Hall Road, Suite 205, Clinton Township, Michigan 48036.
MIDNIGHT HOLDINGS GROUP, INC., ALL NIGHT AUTO OF NORMAN, INC., ALL NIGHT AUTO
OF OKLAHOMA, INC. and ALL NIGHT AUTO STORES, INC. have joined in this Agreement as joint and
several Guarantors (collectively, the "Guarantors").

For and in consideration of the mutual promises, covenants and agreement herein contained, the receipt
sufficiency of which consideration is hereby acknowledged, Landlord and Tenant hereby agree as follows:

                                                    ARTICLE I

                                                  DEFINITIONS

The Definitions delineated within this Article I contain the principal terms of this Lease, as more particularly
described in the remaining Articles of this Lease. Each reference in this Lease to any Definitions within this Article
I shall be construed to incorporate the data stated herein.

SECTION 1.1 "ADDITIONAL RENT" shall be composed of Tenant's Proportionate Share of, (a) real estate
taxes and assessments as provided in Section 4.2(a) below, and (b) Landlord's Insurance, as defined in Section
4.2(b) below, and any other amounts other than the Base Rent that are required to be paid by Tenant to
Landlord pursuant to this Lease.

SECTION 1.2 "COMMENCEMENT DATE" shall mean the date hereof, provided that on the date hereof: (a)
Landlord delivers the Premises to Tenant free of all occupants, and (b) Tenant has received all permits necessary
to conduct Tenant's business at the Premises, which the Tenant acknowledges has occurred as evidenced by its
execution of this Lease..

SECTION 1.3 "EFFECTIVE DATE" shall mean the date on which the last party to sign and deliver this Lease
has signed and delivered it to the other party.

SECTION 1.4 "LEASE YEAR" shall mean the twelve (12) month period beginning on the Rent Commencement
Date and ending on the anniversary thereof or any successive twelve (12) month period after the end of the first
Lease Year. If the Rent Commencement Date falls on other than the first day of the month, then the first Lease
Year shall mean the period from the Rent Commencement Date until the first day of the month immediately
following the Rent Commencement Date plus the twelve (12) month period thereafter.

SECTION 1.5 "BASE RENT" shall mean (which amount is subject to reduction pursuant to section 4.3 below)
$[*] per month.

SECTION 1.6 A "BUSINESS DAY" shall mean any day when national banks are open for business, excluding
a Saturday, Sunday or a public holiday under the laws of the State of Oklahoma.

SECTION 1.7 "PERMITTED USE" shall mean all lawful purposes approved by written consent of the
Landlord, including, but not limited to, the operation of an automotive repair center offering under hood


Lease Agreement - All Night Auto of Norman, Inc. Page 1 of 20
and under body automotive repair services such as oil changes, tune ups, tire changes, engine repairs,
transmission service and related services.

SECTION 1.8 "PREMISES" shall mean the building and surrounding parking area, all as shown on the Site Plan
marked Exhibit "A" attached hereto, and commonly known as 1121 Rambling Oaks Drive, Norman, OK..

SECTION 1.9 "BASE TERM" shall mean the initial term of the Lease beginning on the Rent Commencement
Date and ending on at the expiration of the tenth (10th) Lease Year.

SECTION 1.10 "RENEWAL PERIOD" shall mean any of the two (2) five (5) year periods for which the Lease
is extended beyond the Base Term pursuant to Section 3.3 hereof.

SECTION 1.11 "RENT" shall mean Base Rent, together with Additional Rent, and all other sums due hereunder.

SECTION 1.12 "RENT COMMENCEMENT DATE" shall mean the Commencement Date.

SECTION 1.13 "TENANT'S PROPORTIONATE SHARE" shall mean 100%.

SECTION 1.14 "TERM" shall mean the Base Term or any Renewal Period.

                                                 ARTICLE II

                                                  PREMISES

SECTION 2.1 PREMISES. Subject to the terms, covenants, conditions and provisions of the Lease, Landlord
does hereby demise and lease to Tenant and Tenant does hereby rent and take from Landlord and shall
peaceably and quietly hold and enjoy the Premises identified in Article I.

SECTION 2.2 COVENANT OF TITLE AND PEACEFUL POSSESSION. Landlord warrants and covenants
that it has good and marketable title to the Premises in fee simple and the right to make this Lease for the term
aforesaid and, upon demand by Tenant, Landlord will furnish Tenant with satisfactory evidence thereof. Landlord
further warrants and represents that, as of the date hereof, there are no zoning ordinances which will prohibit
Tenant from using the Premises pursuant to Section 5.4 hereof. Landlord agrees that it will put and keep Tenant
into complete and exclusive possession of the Premises, free from all restrictive covenants, encumbrances, liens,
easements and leases and that if Tenant shall pay the rental and perform all the covenants and provisions of this
Lease to be performed by Tenant, then the leasehold estate granted to Tenant hereby shall not, during the term
hereby demised, be disturbed and Tenant shall freely, peaceably and quietly enjoy and occupy the full possession
of the Premises, and the tenements, hereditaments, and appurtenances thereunto belonging or in any way
appertaining, without molestation or hindrance by any person whomsoever. If at any time during the term hereby
demised the title of Landlord shall fail or be discovered not to enable Landlord to grant the term hereby demised,
Tenant shall have the option of canceling and terminating this Lease, and thereafter all of Tenant's liability
hereunder shall cease, but Tenant's right to damages, if any, shall survive.


Lease Agreement - All Night Auto of Norman, Inc. Page 2 of 20
                                                   ARTICLE III

                                                      TERM

SECTION 3.1 BASE TERM. The Base Term of the Lease, as specified in Article I shall commence on the Rent
Commencement Date specified in Article I.

SECTION 3.2 TENANT'S WORK. Tenant agrees, at its sole cost and expense, to expeditiously provide and
complete all work of whatever nature necessary to make the Premises ready for Tenant to conduct its business
therein ("Tenant's Work"). Within ten (10) days (the "Plan Approval Period") after the receipt of the plans and
architectural drawings for the improvements that Tenant proposes to construct on the Premises (the "Plans"),
Landlord shall review the Plans and notify Tenant whether it approves or rejects them, which approval shall not
be unreasonably withheld or conditioned by Landlord. In the event Landlord fails to approve or reject the Plans
by the end of the Plan Approval Period, the Plans shall be deemed to be approved by Landlord. For a rejection
to be effective, Landlord must give written, detailed reasons for such rejection. If the Plans have been rejected,
then Tenant may submit revised plans addressing the reasons for such rejection and in the event Landlord fails to
approve or reject (with written, detailed reasons) the revised plans within the later of ten (10) days after Landlord
receives the same and Tenant's request for Landlord's approval thereof, the Plans, as revised shall be deemed to
be approved by Landlord. Prior to Landlord's delivery of possession of the Premises to Tenant, and with
Landlord's prior written consent, which consent will not be unreasonably withheld, Tenant shall be permitted to
begin Tenant's Work and otherwise install fixtures and equipment so long as such activities do not interfere with
other construction work or the occupancy of any other person; and it is agreed by Tenant that Landlord shall
have no responsibility or liability whatsoever for any loss of or damage to any improvements, fixtures, or other
equipment so installed or left on the Premises.

SECTION 3.3 RENEWAL PERIOD. So long as there is no Event of Default existing under this Lease, either at
the time of exercise or at the time the extended term commences, Tenant will have the option to extend the Term
for two (2) additional successive Renewal Periods of five (5) years each on the same terms, covenants, and
conditions of this Lease. Tenant will exercise its option (if at all) by giving Landlord written notice (the "Renewal
Notice") at least one hundred eighty (180) days prior to the expiration of the Base Term or the then current
Renewal Period.

                                                   ARTICLE IV

                                                       RENT

SECTION 4.1 BASE RENT. Tenant shall pay to Landlord Base Rent in advance, in consecutive monthly
installments in the amounts set forth in Article I. The monthly Base Rent payment shall be payable by Tenant on
or before the first day of each month at the address of the Landlord specified above, or such other address as
Landlord may designate from time to time, without prior demand therefore and without any deductions or setoff
whatsoever. In the event the Rent Commencement Date shall be a day other than the first day of a calendar
month, then the Term of this Lease shall be deemed extended by the number of days between the Rent
Commencement Date and the first day of the next succeeding calendar month. In such case, Tenant shall pay
pro-rata Base Rent, in advance, for the period from the Rent Commencement Date to the first day of the next
calendar month.

SECTION 4.2 ADDITIONAL RENT. Tenant shall pay to Landlord, as Additional Rent promptly when the
same are due, without any deductions or setoff whatsoever, Tenant's Proportionate Share of the following
charges and Tenant's failure to pay such amounts or charges when due shall carry with it the same consequences
as Tenant's failure to pay Base Rent:

(a) REAL ESTATE TAXES AND ASSESSMENTS.


Lease Agreement - All Night Auto of Norman, Inc. Page 3 of 20
(i) Landlord shall pay before delinquency all general real estate taxes and assessments levied against the
Premises. Tenant shall pay to Landlord, from time to time, during the Term and within thirty (30) days following
Landlord's request therefor which request will be accompanied by a paid bill or photocopy thereof, Tenant's
Proportionate Share of the ad valorem general real estate taxes (including all special benefit taxes and special
assessments but excluding so-called impact fees) so levied and assessed. In no event shall Tenant be required to
pay real estate taxes or assessments pertaining to any period prior to the Rent Commencement Date or
subsequent to the expiration of the Lease. Any liability hereunder for any period in which the Term of this Lease
shall not cover an entire tax year shall be properly prorated.

(ii) All special benefit taxes and special assessments assessed against the Premises shall be spread over the
longest time permitted and Tenant's liability for installments of such special benefit taxes and special assessments
not yet due shall cease upon the expiration or termination of this Lease. In no event shall Tenant be obligated to
pay any impact fees whether or not billed by the taxing authority as a special benefit tax or a special assessment.

(b) LANDLORD'S INSURANCE. Tenant agrees to pay Landlord, as Additional Rent, Tenant's Proportionate
Share of all insurance premiums with respect to insurance Landlord shall be required to maintain as provided in
Section 6.2 below. Landlord shall estimate the annual cost of such Landlord's Insurance and will notify Tenant
from time to time of Tenant's Proportionate Share, which shall be paid monthly, in advance along with the Base
Rent.

SECTION 4.3 REDUCTION IN BASE RENT. If interest rates during the Term decrease, such that Landlord's
monthly payment of principal and interest on the mortgage it now has on the Premises (the "Current Mortgage")
would be reduced if Landlord refinanced the Current Mortgage (assuming that the new refinance mortgage would
be for the same amount as the then-outstanding principal amount due under the Current Mortgage, and the new
refinance mortgage had an amortization period which ended at the same time as the amortization period of the
Current Mortgage and assuming that Landlord could obtain such refinancing with reasonable effort), then the
Base Rent hereunder shall decrease by the same amount that such monthly payment of principal and interest
would decrease if Landlord in fact refinanced its Current Mortgage.

SECTION 4.4 DEPOSIT.

(a) On the first twelve (12) rent payment dates under this Lease, Tenant shall pay to Landlord an amount equal to
$[*] per month (annual total of such payments to be $[*]), to be held by Landlord as collateral security, and not
prepaid rent, for the faithful performance by Tenant of all covenants, conditions and agreements of this Lease (the
"Security Deposit"). Landlord, or its agents or successors, shall not be obligated to hold the Security Deposit as a
separate fund, but may commingle the same with other funds. The amount of said Security Deposit shall be repaid
without interest to Tenant after the termination of this Lease, provided Tenant shall have made all payments and
performed all covenants and agreements required under this Lease. Landlord may appropriate and apply the
entire Security Deposit or so much thereof as may be necessary to compensate Landlord for any breach under
this Lease on the part of Tenant, and Tenant upon demand shall forthwith restore the Security Deposit to the
original sum deposited. Neither the Security Deposit nor any installment of rent prepaid by Tenant shall be
deemed liquidated damages in the event of a default by Tenant under this Lease.

(b) In the event of a sale or transfer of Landlord's estate or interest in the Land and Building, Landlord shall have
the right to transfer the Security Deposit to the purchaser or transferee, and Landlord shall thereupon be
automatically released by Tenant from all liability for


Lease Agreement - All Night Auto of Norman, Inc. Page 4 of 20
the return of the Security Deposit. No mortgagee or purchaser of the Building at any foreclosure proceeding shall
be liable to Tenant for any or all of such Security Deposit unless Landlord has actually delivered the same in cash
or by credit to such mortgagee or purchaser.

                                                    ARTICLE V

                                 MAINTENANCE AND USE OF PREMISES

SECTION 5.1 CARE OF PREMISES. Except as otherwise set forth below, Tenant shall, at its sole cost and
expense, (a) keep the entire Premises in good order, condition and repair, including all plumbing, electrical,
heating, air conditioning, ventilating, water and sewer systems and equipment, doors, door frames, windows and
window frames installed on or in the Premises, in a clean, sanitary, safe, properly repaired condition in
accordance with the laws of Oklahoma and in accordance with all directions, rules, regulations, ordinances,
statutes and orders of all governmental agencies, and the proper offices thereof having jurisdiction over the
Premises; and (b) properly store, out of view of the public, and promptly and regularly remove from the
Premises, all garbage, trash and rubbish. Tenant shall not dispose of any foreign substance in any plumbing
facilities, adjoining or connecting sewer lines or mains, or use such facilities for any purpose other than that for
which they were constructed; and the expense for any breakage, stoppage, damage or additional repair resulting
therefrom and attributable to the acts of Tenant or its subtenants, concessionaires, licensees, invitees, agents,
contractors, servants or employees, shall be borne by Tenant. Notwithstanding the foregoing: (i) Landlord, at its
sole cost and expense, shall keep the roof, exterior walls and/or foundation of the building in compliance with all
applicable laws, and in good order, condition and repair, including, but not limited to, any necessary replacements
of said items, during the Term; and, (ii) nothing herein shall prevent Tenant from operating the Premises as an auto
repair facility (including under hood and under body auto repairs).

SECTION 5.2 USE OF PREMISES. Tenant covenants and agrees to use the Premises only for the Permitted
Use and shall not use the Premises for any purpose in violation of any law, ordinance, regulation, or building, use
or zoning restriction. Landlord agrees that during the Term and any extensions or renewals thereof, Landlord, or
any affiliate of Landlord, will not enter into any lease of space, within a radius of five (5) miles from the Premises,
that permits such premises to be used as an auto repair facility (including under hood and under body auto
repairs).

SECTION 5.3 SIGNAGE AND ADVERTISING. Tenant shall not paint, decorate or affix any signs, lighting or
other materials to the exterior of the Premises without Landlord's prior written consent, which shall not be
unreasonably withheld. Notwithstanding the foregoing, Tenant shall have the right, at Tenant's sole cost and
expense, to install signage at the Premises that is professionally prepared and is consistent with other signage used
at other locations leased by Tenant, provided that Tenant, at its sole cost and expense, must obtain any necessary
permits or approvals from the local municipality before the installation of said signage.

SECTION 5.4 UTILITIES. Landlord shall provide the necessary mains and conduits in order that water and
sewer facilities, natural gas and electricity are available to the Premises, and Tenant shall promptly pay for its use
of the same. Notwithstanding anything to the contrary contained in this Lease, in the event that any of Tenant's
utilities, systems or services are interrupted by reason of the malicious or negligent acts or omissions of Landlord,
its agents, employees or contractors, and as a result thereof Tenant, in the exercise of prudent business judgment,
cannot open for business for a period exceeding one
(1) business day, Base Rent and all other charges under this Lease shall abate for such period as it cannot remain
open for


Lease Agreement - All Night Auto of Norman, Inc. Page 5 of 20
business, and until such utilities, systems or services are again restored and Tenant can reopen for business.

SECTION 5.5 ALTERATIONS TO PREMISES. Tenant shall have the right to make repairs to, and
nonstructural alterations, additions and improvements in, the building and the Premises in such manner and to such
extent as may from time to time be deemed necessary by Tenant for adapting the building and the Premises to the
requirements and uses of Tenant and for the installation of its fixtures and equipment. Tenant shall not be
obligated, if it makes any alterations, additions or improvements to the Premises as herein provided, to restore
said premises, upon vacating the same, to the condition in which said premises were prior to the making of such
alterations, additions or improvements. Tenant shall not make any structural alterations, additions or
improvements to the building or the Premises without Landlord's written consent.

                                                  ARTICLE VI

                                 INSURANCE AND INDEMNIFICATION

SECTION 6.1 TENANT'S INSURANCE. Tenant shall at all times during the Term of this Lease subsequent to
the Commencement Date, keep in full force and effect, at its sole cost and expense, the following types and
amounts of insurance:

(a) Comprehensive public liability and property damage insurance and product liability insurance insuring against
claims for personal injury, sickness, disease or death and property damage, in or about the Premises, including
independent contractor coverage, with limits of public liability not less than Two Million ($2,000,000.00) Dollars
per occurrence and limits of property damage liability of not less than One Million ($1,000,000.00) Dollars.

(b) Fire and extended coverage insurance covering Tenant's merchandise, personal property, fixtures,
improvements, wall coverings, floor coverings, window coverings, alterations, furniture, equipment and plate
glass, against loss or damage by fire, windstorm, hail, explosion, riot, damage from aircraft and vehicles, smoke
damage and vandalism and malicious mischief and such other risks as are from time to time covered under
"extended coverage" endorsements and special extended coverage endorsements commonly known as "all risks"
endorsements in an amount equal to the greater of the full replacement value or that required by Landlord's
mortgagee from time to time.

(c) If during the Term of this Lease, Tenant shall receive Landlord's prior written consent to operate on the
Premises a boiler or other pressure devices, Tenant shall, as a precondition to installing the same, place and
maintain boiler insurance with limits of liability in an amount not less than One Hundred Fifty Thousand
($150,000.00) Dollars per occurrence, and providing coverage for the full replacement value thereof.

(d) If the nature of Tenant's use of the Premises requires that any or all of its employees be provided coverage
under State Workers' Compensation Insurance or similar statutes, Tenant shall keep in force Workers'
Compensation Insurance or similar statutory coverage containing statutorily prescribed limits.

(e) It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit
the liability of Tenant for its acts or omissions as provided in this Lease. All of the foregoing insurance policies
(with the exception for Workers' Compensation Insurance to the extent not available under statutory law) shall
name Landlord and such other interested parties as Landlord shall from time to time designate as insured as their
respective interests may appear, and shall provide that any


Lease Agreement - All Night Auto of Norman, Inc. Page 6 of 20
loss shall be payable to Landlord and any other interested parties as Landlord shall designate. Tenant may
provide the foregoing insurance under a blanket policy, provided that such blanket policy shall have an
endorsement thereto to reflect the required protective coverage for Landlord and its designees. All insurance
required hereunder shall be placed with companies licensed to do business in the State wherein the Premises is
located and which companies are rated A:Xll or better in "Best's Key Rating Guide." All such policies shall be
written as primary policies, non-contributing with and in excess of coverage which Landlord may carry. Tenant
shall deliver copies of such policies and all endorsements thereto prior to the Commencement Date, together with
evidence from the insurer that such policies are fully paid for, and that no cancellation, material change, non-
renewal or lapse in coverage thereof shall be effective except upon thirty (30) days prior written notice from the
insurer to Landlord and its designees. If Tenant shall fail to procure and/or maintain said Insurance, Landlord
may, but shall not be obligated to do so, and without waiving any other rights under this Lease, procure and
maintain any one or more portions of Tenant's required insurance policies, at the expenses of Tenant; and Tenant
shall reimburse Landlord therefore within ten (10) days of invoice.

SECTION 6.2 LANDLORD'S INSURANCE. Landlord shall be required to maintain the following types and
amounts of insurance during the Term of this Lease.

(a) Fire and extended coverage insurance covering the Premises, against loss or damage by fire, windstorm, hail,
explosion, riot, damage from aircraft and vehicles, smoke damage and vandalism and malicious mischief and such
other risks as are from time to time covered under "extended coverage" endorsements and special extended
coverage endorsements commonly known as "all risks" endorsements in an amount equal to the greater of the full
replacement value or that required by Landlord's mortgagee from time to time.

(b) Boiler and machinery insurance with limits of liability in an amount not less than One Hundred Fifty Thousand
($150,000.00) Dollars per occurrence, providing for full replacement value thereof, with respect to boilers and
other pressure devices utilized to operate Common Areas or utilities provided in common to one or more tenant.

(c) If the nature of Landlord's undertakings with respect to this Lease requires that any or all of its employees be
provided coverage under State Workers' Compensation Insurance or similar statutes, Landlord shall keep in
force Workers' Compensation Insurance or similar statutory coverage containing statutorily prescribed limits.

(d) Landlord shall competitively bid for the procurement of all insurance policies covering the Premises. Landlord
will retain in its possession the original policy and all endorsements, renewal certificates and new policies, if any,
issued during the Term, but will provide Tenant upon request certificates evidencing the existence of such policy.

SECTION 6.3 WAIVER OF SUBROGATION. Landlord and Tenant hereby release each other and their
respective agents and employees from any and all liability to each other or anyone claiming through or under them
by way of subrogation or otherwise for any loss or damage to property caused by or resulting from risks insured
against under Sections 6.1 and 6.2 hereinabove, pursuant to insurance policies carried by the parties hereto and
in force at the time of any such loss or damage; provided, however, that this release shall be applicable and in
force and effect only to the extent of insurance proceeds actually received by the releasor from the pertinent
insurance carrier, and only with respect to loss or damage occurring during such time as the releasor's policies
contain a clause or endorsement to the effect that any such release shall not adversely affect or impair such
policies or prejudice the right of the releasor to recover thereunder. Landlord and Tenant each agree that each
will request its insurance carriers to include in its policies such a clause or endorsement, and will include such a
clause only so long as it is includable


Lease Agreement - All Night Auto of Norman, Inc. Page 7 of 20
without additional cost, or if additional cost is chargeable therefor, only so long as the other party pays such
additional cost. Each party shall notify the other party of such cost, and the other party may pay such cost but
shall not be obligated to do so.

SECTION 6.4 HOLD HARMLESS AND INDEMNIFICATION. Tenant shall defend, indemnify and save
Landlord harmless from legal action, damages, loss, liability and any other expense (including reasonable attorney
fees) in connection with loss of life, bodily or personal injury or property damage arising from or out of all acts,
failures, omissions or negligence of Tenant, its agents, employees or contractors which occur on the Premises,
unless such legal action, damages, loss liability or other expense (including reasonable attorney fees) results from
negligence or intentional misconduct of Landlord, its respective agents, contractors, employees or persons
claiming through it. Landlord shall defend, indemnify and save Tenant harmless from legal action, damages, loss,
liability and any other expense (including reasonable attorney fees) in connection with loss of life, bodily or
personal injury or property damage arising from or out of all negligence or intentional misconduct of Landlord, its
agents, employees or contractors which occur on the Premises, unless such legal action, damages, loss liability or
other expense (including reasonable attorney fees) results from any sole act, omission or neglect of Tenant, its
respective agents, contractors, employees or persons claiming through it. Tenant acknowledges that Landlord
shall have no liability for any damage to or destruction of any items warehoused at the Premises, and Tenant
hereby indemnifies and holds Landlord harmless from and against any liability, damage, cost or expense, including
reasonable attorneys' fees, which Landlord may suffer or incur as a consequence of any such damage or
destruction unless caused by Landlord's negligence or intentional misconduct.

                                                  ARTICLE VII

                                       DESTRUCTION OF PREMISES

SECTION 7.1 RECONSTRUCTION. Except as provided in Sections 7.2 and 7.4, if the Premises shall be
damaged or destroyed in whole or in part by fire or other casualty or occurrence and Landlord shall have in force
insurance with respect to such damage or destruction, then this Lease shall remain in full force and effect and
Landlord shall repair or rebuild the Premises to substantially the condition in which the Premises were
immediately prior to such destruction.

SECTION 7.2 LANDLORD'S ELECTION TO TERMINATE. In the event during the last year of the initial
term hereof (unless the option to renew is exercised) or during the last year of an option term (unless any
remaining unexercised option term is exercised), there shall occur damage or destruction to the Premises which
constitutes twenty-five (25%) percent or more of the full replacement cost of the Premises, then Landlord shall
have the option to either repair and restore the Premises in accordance with Section 7.1 or to terminate this
Lease effective upon Landlord giving notice of such election in writing to Tenant or such later date specified in
such notice, which notice shall be delivered within sixty (60) days after such damage. All rent payable hereunder
shall be prorated as of the effective date of any such termination.

SECTION 7.3 ABATEMENT OF RENTAL. If the casualty, repairing or rebuilding of the Premises pursuant to
Section 7.1 shall render the Premises untenantable, in whole or in part, then, except as provided in Section 7.4, a
proportionate abatement of the Base Rent shall be allowed from the date when the damage occurred until the
date Landlord completes the repairs or rebuilding or, in the event Landlord elects to terminate this Lease, until the
effective date of termination. The abatement of rent, if any shall be computed on the basis of the ratio which the
floor area of the Premises rendered untenantable bears to the entire floor area thereof.

SECTION 7.4 TENANT'S OBLIGATIONS UPON DESTRUCTION OF PREMISES. Tenant shall give
immediate notice to Landlord in case of fire or accident in the Premises. If Landlord is required or elects to repair
or


Lease Agreement - All Night Auto of Norman, Inc. Page 8 of 20
rebuild the Premises as provided in Sections 7.1 and 7.2, Tenant shall promptly repair or replace its trade
fixtures, furnishings, equipment, personal property and leasehold improvements in a manner and to a condition
equal to that existing prior to the damage or destruction. Further, in the event Tenant shall fail to adjust its own
insurance or to remove its damaged goods, equipment or property forthwith after such casualty and, as a result
thereof, the repairing or restoration of the Premises is delayed, there shall be no abatement of rental during the
period of such resulting delay.

SECTION 7.5 TENANT'S ELECTION TO TERMINATE. Within sixty (60) days of the fire or other casualty,
Landlord shall notify Tenant ("Casualty Notice") as to the estimated completion date (the "Completion Date") for
the demolition, permitting, repair, remodeling and restoration work (the "Restoration Work"). Tenant may elect to
terminate this Lease by providing written notice to Landlord
(a) within ten (10) days after Tenant's receipt of the Casualty Notice if Landlord's estimated Completion Date is
more than one hundred eighty (180) days after the date of the casualty, or (b) within ten (10) days following the
Completion Date if the Restoration Work is not actually completed by the Completion Date.

                                                  ARTICLE VIII

                                              EMINENT DOMAIN

SECTION 8.1 TOTAL CONDEMNATION OF PREMISES. In the event that the whole of the Premises shall
be taken in any proceeding by public authorities by condemnation or otherwise, or be acquired for public or
quasi-public purposes, then the Term of this Lease shall cease and terminate as of the later of (a) the date of title
vesting in such public authorities, or (b) the date such public authority shall obtain a writ of restitution against
Tenant, and all rentals shall be paid up to that date and Tenant shall have no claim against Landlord nor the
condemning authority for the value of any unexpired Term of this Lease. Whenever there is a reference in this
Lease to a taking by public authority, such reference shall be deemed in each case to include a purchase and sale
in lieu of such a taking.

SECTION 8.2 PARTIAL CONDEMNATION OF PREMISES. In the event that more than twenty-five (25%)
percent of the floor area of the Premises shall be taken as described above then either party shall have the option
of terminating this Lease by notifying the other in writing on or before the date of such taking, and upon such
notice being given, the condemnation shall be treated as a total condemnation pursuant to Section 8.1. In the
event that only a portion of the floor area of the Premises shall be taken as hereinabove described and this Lease
is not or cannot be terminated pursuant to the provisions of this Section 8.2, then Landlord shall, at its sole cost
and expense, restore the remaining portion of the Premises to the extent necessary to render it suitable for the
purposes. If this Lease shall not be terminated as herein provided, this Lease shall continue for the balance of the
Term as to the part of the Premises remaining, without any reduction or abatement of or effect upon the term
hereof or the liability of Tenant to pay in full any amount under this Lease, except that the fixed Base Rent to be
paid by Tenant after such taking for the Premises shall be reduced pro-rata in the proportion which the floor area
of the Premises remaining after any restoration and repair bears to the entire floor area of the Premises
immediately prior to such taking.

SECTION 8.3 DISTRIBUTION OF AWARD. All compensation awarded or paid upon a total or partial taking
of the Premises shall belong to and be the property of Landlord whether such damages shall be awarded as
compensation for diminution in value to the leasehold or to the fee of the Premises; provided, however, that
Landlord shall not be entitled to any award made to Tenant for depreciation to, and cost of removal of,
merchandise and trade fixtures, to the extent such fixtures were installed by Tenant, and/or relocation expenses.


Lease Agreement - All Night Auto of Norman, Inc. Page 9 of 20
                                                  ARTICLE IX
                                                   DEFAULT

SECTION 9.1 DEFAULT. The occurrence of any of the following shall constitute an event of default by Tenant
hereunder ("Event of Default"):

(a) Delinquency in the payment of rent or any other amount payable by Tenant under this Lease, or any part
thereof, for a period of fifteen (15) Business Days after written notice thereof by Landlord to either Tenant or
Guarantors.

(b) Delinquency by Tenant in the performance or compliance with any of the terms, covenants or agreements to
be performed under this Lease, other than those described in the foregoing Section 9.1(a), and failure of Tenant
or of any guarantor of Tenant's obligations hereunder (a "Guarantor" and collectively, the "Guarantors") to rectify
or remove said default(s) within fifteen (15) days after written notice thereof by Landlord to either Tenant or such
longer reasonable period if the remedy is of a nature that cannot be cured within such fifteen (15) Business Day
period and Tenant or Guarantors are diligently proceeding with efforts to cure.

(c) Filing by Tenant or any Guarantor 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 a portion of Tenant's or any Guarantor's property, or any assignment of the property of Tenant or any
Guarantor for the benefit of creditors.

(d) Filing against Tenant or any Guarantor in any court pursuant to any federal or state statute of a petition in
bankruptcy or insolvency, or for reorganization or rearrangement, or for the appointment of a receiver or trustee
of all or a portion of Tenant's or any Guarantor's property, unless such proceeding against Tenant shall have been
dismissed within sixty (60) days after commencement.

(e) The breach by Tenant, the Guarantors, or any of their affiliates, successors or assigns of any provision
contained in the Additional Agreements, except for the Employment Agreement (as those terms are defined in the
Asset Purchase Agreement entered into contemporaneously with this Lease by and among Landlord, Tenant,
Guarantors and others) which breach is not cured within fifteen (15) Business Days of written notice by the
Landlord.

SECTION 9.2 RIGHT TO RE-ENTER. Upon an Event of Default, Landlord shall have the immediate right to
re-enter and may remove all persons and property within the Premises. Such property may be removed and
stored in a public warehouse or elsewhere at the cost of, and for the account of, Tenant. All of the rights and
remedies of Landlord under this Lease are cumulative and shall be in addition to any other rights or remedies
accorded Landlord by law. Notwithstanding the foregoing, Landlord shall have an affirmative duty to mitigate its
damages in the event of a default by Tenant.

SECTION 9.3 RIGHT TO RELET. Should Landlord elect to re-enter, or take possession by summary
proceedings or other appropriate legal action or proceedings, or pursuant to notice provided for by law, it may
either terminate this Lease or from time to time, without terminating this Lease, make such alterations and repairs
necessary to relet, and relet the Premises or any part thereof for such term or terms (which may be for a term
extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions
as Landlord in its sole discretion may deem advisable. Upon each such reletting, all rentals and other sums
received by Landlord shall be applied (a) to the payment of any indebtedness other than rent due; (b) to the
payment of any costs and expenses of reletting, including brokerage and attorneys' fees, and costs of alteration
and repairs; (c) to the payment of rent and other charges due and unpaid hereunder; and (d) the residue, if any,
shall be held by Landlord and applied in


Lease Agreement - All Night Auto of Norman, Inc. Page 10 of 20
payment of future rent as the same may become due and payable. If such rentals and other sums received from
reletting are less than that to be paid by Tenant, Tenant shall immediately pay such deficiency to Landlord. Such
deficiency shall be calculated and paid monthly. No such re-entry or taking possession of said premises or
acceptance of the keys to said premises by Landlord shall be construed as an election to terminate this Lease
unless written notice of such intention be given to Tenant or unless the termination be decreed by a court of
competent jurisdiction. Notwithstanding reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for any previous breach. Should this Lease, at any time, be terminated under the terms and
conditions hereof, or in any other way, Tenant shall immediately surrender and deliver the Premises and property
peaceably to Landlord.

SECTION 9.4 CURING OF TENANT'S DEFAULT. If, following an Event of Default, Landlord gives notice in
writing to Tenant of such Event of Default specifying the nature thereof, and Tenant fails to cure the Event of
Default within the time provided or immediately if an emergency exists, then Landlord may, in addition to its other
remedies, cure such Event of Default at the cost and expense of Tenant and the sums so expended by Landlord
shall be deemed to be Additional Rent and shall be paid by Tenant on the day when Base Rent shall next become
due.

SECTION 9.5 CURING OF LANDLORD'S DEFAULT. If Landlord shall from time to time fail to pay any
sum or sums due to Tenant, and if such failure continues for thirty (30) days after receipt of notice from Tenant,
Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from
Base Rent and other sums due Landlord. If Landlord shall from time to time fail to perform any act of acts
required of Landlord by this Lease, and if such failure continues for thirty (30) days after receipt of notice from
Tenant, Tenant shall then have the right, at Tenant's option, to perform such act or acts, in such manner as Tenant
deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing
by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to
deduct such amount from Base Rent and other sums due Landlord. If Landlord shall in good faith within said
thirty (30) days commence to correct such breach, and diligently proceed therewith to completion, then Landlord
shall not be considered in default. The foregoing remedies of Tenant shall be deemed cumulative and shall be in
addition to all other remedies which may now or hereafter be provided Tenant at law, equity or otherwise under
this Lease.

SECTION 9.6 LEGAL EXPENSES. In the event of legal action between Landlord and Tenant on account of
any alleged default of either hereunder, the prevailing party in such action shall be entitled to be reimbursed by the
other party in the amount of all reasonable attorneys' fees and other costs incurred by the prevailing party in
connection with such action.

                                                   ARTICLE X

                                              ACCESS BY OWNER

SECTION 10.1 RIGHT OF ENTRY. Landlord or its agents shall have the right to enter the Premises upon at
least 24 hours advance written notice (except in the event of an emergency in which no notice shall be required)
at reasonable times to examine it, show it to prospective lenders, purchasers or lessees, or to make repairs,
alterations, improvements, or additions as Landlord may deem necessary or desirable, provided; however, in all
cases, Landlord shall not disrupt Tenant's use of the Premises.


Lease Agreement - All Night Auto of Norman, Inc. Page 11 of 20
                                                   ARTICLE XI

                             SURRENDER OF PREMISES, HOLDING OVER

SECTION 11.1 SURRENDER OF PREMISES. On or before the expiration or earlier termination of this
Lease, Tenant shall surrender to Landlord the Premises, (a) broom clean, (b) free of all alterations, additions,
improvements or fixtures that Tenant has the right to remove, which Tenant shall remove on or before the
expiration or earlier termination of this Lease; and (c) Tenant shall repair any damage to the Premises caused by
Tenant's removal of its alterations, additions and improvements. All such property which is not so removed within
such period shall be deemed to have been abandoned by Tenant, may be retained by Landlord as its property or
removed and disposed of in such manner as Landlord may see fit, and Tenant shall be liable to Landlord for any
and all costs and expenses incurred in connection with any such removal and disposal, including, but not limited
to, court costs, attorneys' fees and storage charges for such property.

SECTION 11.2 HOLDING OVER. If Tenant remains in possession of the Premises after expiration of the
Term, Tenant shall occupy the Premises as a tenant from month to month, subject to all the provisions of this
Lease, provided that the monthly rent during such month to month tenancy shall be 150% of the Base Rent and
all forms of Additional Rent shall apply.

                                                  ARTICLE XII

                                     ASSIGNMENT AND SUBLETTING

SECTION 12.1 Tenant shall not, without Landlord's consent, assign or otherwise transfer this Lease or any
estate or interest therein or sublet the whole or any part of the Premises; notwithstanding anything in this Section
12.1 to the contrary, Tenant may assign or sublease this Lease to any of its affiliates, franchisees, or joint venture
partners upon fifteen (15) days written notice to Landlord, provided, however, in any event Tenant and
Guarantors shall not be released from any of their obligations under this Lease by reason of any such assignment,
transfer or subletting. Notwithstanding the foregoing, in the event
(i) Tenant assigns this Lease in connection with a merger, consolidation or sale of substantially all the assets of
Tenant and (ii) the assignee assumes all of the obligations to be performed by Tenant under this Lease, and, (iii) if
required by Landlord, in its reasonable discretion, the Guarantors are replaced with guarantors acceptable to
Landlord, then Tenant and Guarantors shall be released and forever discharged from performing their obligations
under this Lease accruing subsequent to the effective date of such assignment.

                                                  ARTICLE XIII

                SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATE

SECTION 13.1 SUBORDINATION. Landlord reserves the right to subject and subordinate this Lease at all
times to the lien of any mortgage or mortgages now or hereafter placed upon Landlord's interest in the Premises;
provided, however, that no default by Landlord under any mortgage or mortgages shall affect Tenant's rights
under this Lease or disturb its peaceful possession of the Premises so long as Tenant shall not be deemed in
default under the terms of this Lease. Tenant shall execute and deliver all documents reasonably requested by a
mortgagee or security holder to effect such subordination within thirty
(30) days following Tenant's receipt of written request therefor.

SECTION 13.2 ATTORNMENT. Tenant shall, in the event of a sale or assignment of Landlord's interest in the
Premises, or if the Premises comes into the hands of mortgagee, ground lessor or any other person whether
because of a mortgage foreclosure, exercise of a power of sale under the mortgage, termination of the ground
lease or otherwise, attorn to the purchaser or such mortgagee or other person and recognize the same as
Landlord hereunder, provided such purchaser, mortgagee or other person agrees to recognize the Tenant's right
to continue to occupy the Premises pursuant to the terms hereof. Tenant shall execute,


Lease Agreement - All Night Auto of Norman, Inc. Page 12 of 20
at Landlord's request, any attornment agreement reasonably required by any mortgagee, ground lessor or such
other person to be executed containing such provisions as such mortgagee, ground lessor of such other person
reasonably requires, subject to the proviso set forth in the preceding sentence.

SECTION 13.3 ESTOPPEL CERTIFICATE. Each party and the Guarantors agree within twenty (20) days
after written request therefor by the requesting party to execute in recordable form and deliver to the requesting
party a statement, in writing, certifying (i) that this Lease is in full force and effect, (ii) the date of commencement
of the term of this Lease, (iii) that rent is paid currently without any offset or defense thereto or stating the offset
or defense claimed by Tenant, (iv) the amount of rent, if any, paid in advance, (v) that there are no uncured
defaults by the requesting party or stating those claimed by the responding party and (vi) such other information
as may be reasonably requested by the requesting party, provided that the foregoing facts are accurate and
ascertainable.

                                                   ARTICLE XIV

                                               QUIET ENJOYMENT

SECTION 14.1 WARRANTY OF QUIET ENJOYMENT. Landlord hereby covenants and agrees that
Tenant, upon payment of Rent and other charges herein provided for and observing and keeping the covenants,
conditions and terms of this Lease on Tenant's part to be kept and performed, shall lawfully and quietly hold,
occupy and enjoy the Premises during the Term of this Lease without hindrance or molestation of, or by,
Landlord or any person claiming under Landlord.

                                                    ARTICLE XV

                                        ENVIRONMENTAL MATTERS

SECTION 15.1 LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents and
warrants that, to its knowledge, any handling, transportation, storage, treatment or usage of hazardous or toxic
substances that has occurred on the Premises prior to the date hereof, if any, has been in compliance with all
applicable federal, state, and local laws, regulations and ordinances. Landlord further represents and warrants
that, to its knowledge, no leak, spill, release, discharge, emission or disposal of hazardous or toxic substances has
occurred on the Premises prior to the date hereof and that the soil, groundwater, and soil vapor on or under the
Premises is free of toxic or hazardous substances. Landlord further represents and warrants that, to its
knowledge, there are no underground storage tanks on the Premises. If at any time following the execution of this
Lease Landlord becomes aware of the presence of any additional hazardous or toxic substances on or about the
Premises, Landlord shall immediately notify Tenant thereof.

SECTION 15.2 INDEMNIFICATION. Landlord agrees to indemnify, defend (with counsel reasonably
approved by Tenant) and hold Tenant, its parent corporation and affiliates, and their respective shareholders,
directors, officers, employees and agents, harmless from any claims, judgments, damages, penalties, fines,
liabilities (including sums paid in settlement of claims) or costs including attorneys' fees, consultant fees, and
expert fees (consultants and experts to be reasonably approved by Tenant) which arise prior, during or after the
term of this Lease from or in connection with the presence or suspected presence of toxic or hazardous
substances in the soil, groundwater or soil vapor on or under the Premises, which presence or suspected
presence was proximately caused by Landlord. Any such defenses shall be undertaken with qualified legal
counsel experienced in the handling of such matters and any such consultants and/or experts shall likewise be
qualified and possess appropriate experience. Without limiting the generality of the foregoing, the indemnification
provided by this
Section 15.2 shall specifically cover all reasonable costs and damages incurred by Tenant in connection with any


Lease Agreement - All Night Auto of Norman, Inc. Page 13 of 20
investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal,
state or local governmental agency or political subdivision because of the presence or suspected presence of
toxic or hazardous substances in the soil, groundwater or soil vapor on or under the Premises, unless such toxic
or hazardous substances are present as a result of the negligence or willful act or omission of Tenant. Without
limiting the generality of any of the foregoing, the indemnification provided by this Section 15.2, shall also
specifically cover costs incurred in connection with:

(a) toxic or hazardous substances present or suspected to be present in the soil, groundwater or soil vapor on or
under the Premises before the Effective Date; or

(b) toxic or hazardous substances that as a result of Landlord's handling, transportation, storage, treatment, or
usage of before the Effective Date, migrate, flow, percolate, diffuse, or in any way move onto or under the
Premises after the Effective Date.

The foregoing notwithstanding, Landlord agrees that Tenant shall have absolutely no obligation to remediate or
otherwise clean up or remove any toxic or hazardous substance from any portion of the Premises (unless the
presence of the same is proximately caused on the Premises as a result of the negligence or intentional act or
omission of Tenant), such obligation being deemed the sole responsibility of Landlord.

SECTION 15.3 RIGHT TO TERMINATE. If at any time during the term hereof Tenant is prevented from
conducting all or any portion of its business from the Premises for more than thirty (30) days because of a
determination by a court of competent jurisdiction or an administrative agency having jurisdiction thereover that a
toxic or hazardous substance exists (and was in existence before the Effective Date) on, about or under the
Premises, then Tenant may, at its option and upon ten (10) days' written notice to Landlord terminate this Lease.
If Tenant elects to exercise the option set forth in the preceding sentence, Tenant shall be released from all of its
liabilities and obligations hereunder accruing from and after the date of such termination, provided nothing herein
contained shall preclude Tenant from proceeding against Landlord for damages. Landlord's obligation to
indemnify Tenant under this Section 15.3 shall survive the expiration or earlier termination of this Lease.

SECTION 15.4 TENANT'S USE OF THE PREMISES. Tenant shall not keep, handle, transport, store, treat,
dispose or use any toxic or hazardous substances (as such terms are defined under applicable federal law) on the
Premises, provided the terms "toxic" and "hazardous substances" shall not be deemed to include items
customarily kept or sold in a retail operation of the type and kind which Tenant operates, unless the maintenance
of such items on the Premises would be prohibited by applicable law. If, however, any such items kept on the
Premises results in the contamination thereof, Tenant shall take all reasonable actions, at its sole cost and
expense, to return the Premises to the condition existing prior to the introduction of those items therein. Tenant
and Guarantors, jointly and severally, agree to indemnify, defend and hold Landlord and its affiliates, and their
respective shareholders, directors, officers, employees and agents harmless from any claims, judgments,
damages, penalties, fines, liabilities (including sums paid in settlement of claims) or costs, including reasonable
attorney fees, consultant fees, and expert fees arising in connection with Tenant's negligence, handling,
transportation, storage, treatment, disposal, or use of any toxic or hazardous substances within the Premises.

                                                  ARTICLE XVI

                                           OPTION TO PURCHASE

SECTION 16.1 OPTION TO PURCHASE. In consideration of this Lease, Landlord hereby grants to Tenant
the exclusive and irrevocable option to purchase the Premises at any time during the Term of this Lease


Lease Agreement - All Night Auto of Norman, Inc. Page 14 of 20
for a purchase price equal to: the then fair market value, plus the "Increase" (defined below) of the Premises.
Tenant may exercise this option by providing written notice of exercise to Landlord. Landlord and Tenant shall
attempt to stipulate the fair market value of the land by mutual agreement.

SECTION 16.2 INCREASE. The "Increase" shall mean: ten percent (10%) of the fair market value of the
Premises if this option is exercised during the first five
(5) years of the Term; five percent (5%) of the fair market value of the Premises if this option is exercised during
the second five (5) years of the Term; and shall be zero ($0.00) if this option is exercised after the second five (5)
year term.

SECTION 16.3 FAIR MARKET VALUE. If Landlord and Tenant are unable to agree on the fair market value
of the Premises within ten (10) days of Tenant's option exercise, the purchase price shall be determined by an
appraisal of the then fair market value of the Premises. In such event, Tenant and Landlord shall each provide to
the other an appraisal for the Premises within forty-five (45) days after Tenant's option exercise. Each such
appraisal shall be prepared by a certified commercial real estate appraiser (MAI or comparable). If within ten
(10) days after reviewing such appraisals, Landlord and Tenant still cannot agree on the fair market value of the
Premises, then the two appraisers shall mutually select a third appraiser who shall appraise the Premises within
thirty
(30) days, and the fair market value of the Premises shall be deemed to be the average of the three appraisals. In
any event, the fair market value shall be determined without taking into consideration the then applicable rent
hereunder, but rather, the rent that could be obtained for the Premises on the open market.

SECTION 17.4 CLOSING. The purchase price shall be paid in cash or by Tenant's certified check upon the
conveyance by a legally sufficient general warranty deed to Tenant or its nominee of good and marketable title to
the Premises, free and clear of all liens, encumbrances and defects, except such as Tenant may waive in writing,
which title a title company selected by Tenant will so insure. The deed shall be delivered and title closed within
sixty (60) days after the agreement as to the fair market value and the establishment of the purchase price as set
forth herein, unless that day be a Sunday or legal holiday, in which case title shall close on the next business day,
or unless Landlord and Tenant mutually determine any alternate date. All taxes and rent shall be apportioned as
of the date of closing of title. Any sums owing by Landlord to Tenant at the time of closing by virtue of any
provision of this Lease shall be deducted from the purchase price.

                                                 ARTICLE XVII

                                                   GUARANTY

SECTION 17.1 GUARANTY. Guarantors hereby jointly and severally guarantee Tenant's prompt performance
of its obligations under this Lease.

                                                 ARTICLE XVIII

                                               MISCELLANEOUS

SECTION 18.1 LIENS. In the event mechanic's lien(s) shall be filed against the Premises or Tenant's interest as
a result of the work undertaken by Tenant, Tenant and Guarantors shall, within twenty (20) days after receipt of
notice, discharge such lien(s) by payment of the indebtedness or by filing a bond (as provided by statute) as
security therefor. In the event Tenant and Guarantors shall fail to discharge such lien, Landlord shall have the right
(but is not obligated) to discharge by filing such bond, and Tenant shall pay the cost of the bond to Landlord as
Additional Rent upon the first day that rent shall be next due thereunder, or if no rent is due, then within five (5)
days following Landlord's request therefor.


Lease Agreement - All Night Auto of Norman, Inc. Page 15 of 20
SECTION 18.2 LATE CHARGES AND INTEREST ON LATE PAYMENTS. Tenant acknowledges that late
payment by Tenant to Landlord of the Base Rent and other amounts due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impractical to
fix. Such costs include, without limitation, processing and accounting charges and late charges and additional
interest imposed on Landlord by the terms of any mortgage note or other necessary financing. Therefore, if any
amount due from Tenant is not received by Landlord when due, Tenant shall pay to Landlord an additional sum
equal to five (5%) percent of such overdue amount as a late charge. Payment of any such late charge shall not
excuse or cure any default nor prevent Landlord from exercising any of its other available rights and remedies.

SECTION 18.3 RECORDING. This Lease shall not be filed for public record. However, upon either party's
request, Landlord and Tenant shall execute and acknowledge a memorandum or short form lease in recordable
form which may be filed for record by either party at any time after the execution of this Lease, setting forth the
parties, a description of the Premises, the Term, options to extend the Term and any other provisions mutually
agreed upon.

SECTION 18.4 PERSONAL PROPERTY TAXES. Tenant shall be responsible for and shall pay before
delinquency all municipal, county and state taxes assessed during the term of this Lease against any personal
property of Tenant of any kind, owned by or placed in the leased premises by Tenant.

SECTION 18.5 WAIVER. No default in the payment of rent or any other amount set forth herein, nor the failure
of Landlord or Tenant to enforce the provisions of this Lease upon any default by Tenant or Landlord shall be
construed as creating a custom of deferring payment or as modifying in any way the terms of this Lease or as a
waiver of Landlord's or Tenant's rights to enforce the provisions hereof. No express waiver by Landlord or
Tenant of any provision, condition, or term shall affect any other than the provision, condition or term specified,
and then only as specifically stated, and shall not be deemed to imply or constitute a subsequent waiver of such
provisions, condition or term. No breach of a covenant or condition of this Lease shall be deemed to have been
waived by Landlord or Tenant unless in writing by Landlord or Tenant. It is expressly agreed that time shall be of
the essence of this Agreement.

SECTION 18.6 REAL ESTATE BROKERS. Landlord and Tenant covenant, warrant and represent to each
other that neither party has engaged a broker in connection with this Lease and that no conversation or prior
negotiations were had with any broker concerning the renting of the Premises to Tenant. Landlord and Tenant
shall protect, indemnify, save and hold harmless the other against and from all liabilities, claims, losses, costs,
damages and expenses, including reasonable attorneys' fees and costs, arising out of, resulting from or in
connection with a breach of the foregoing covenant, warranty and representation.

SECTION 18.7 LIABILITY OF LANDLORD. Except for any obligation of Landlord to indemnify Tenant
hereunder, if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to
be performed, and if as a consequence of such default, Tenant shall recover any money judgment against
Landlord, such judgment shall be satisfied only (a) out of the proceeds of sale receivable upon execution of such
judgment and levied thereon against the right, title and interest of Landlord in the Premises, (b) out of rents or
other income from such property receivable by Landlord, and/or (c) out of the consideration receivable by
Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Premises,
and neither Landlord nor any of the parties comprising any limited liability company or partnership which is the
Landlord herein shall be liable for any deficiency.

SECTION 18.8 APPLICABLE LAW. This Lease shall be governed by and construed in accordance with the
laws of the State of Oklahoma. The unenforceability, invalidity or illegality of any term or provision of this Lease
shall not render any other term or provision unenforceable, invalid or illegal. If any provision of this Lease is held
by a court of competent jurisdiction to be invalid, void or unenforceable in any


Lease Agreement - All Night Auto of Norman, Inc. Page 16 of 20
manner, the remaining provisions of this Lease shall nonetheless continue in full force and effect without being
impaired or invalidated in any way. In addition, if any provision of this Lease 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.

SECTION 18.9 NOTICES. All notices, demands or requests from one party to another may be (a) personally
delivered, (b) sent by mail, certified or registered, postage prepaid, or (c) by overnight courier providing a written
receipt to the addresses stated in this section, and shall be deemed to have been given at the time of delivery if
personally delivered, two business days after mailing if mailed, or the next business day if sent by overnight
courier.

All notices, demands or requests to either party shall be given at their respective addresses shown above.

Any party shall have the right, from time to time, to designate a different address by notice given in conformity
with this paragraph.

SECTION 18.10 EXECUTION OF LEASE. If either party hereto is a partnership, limited partnership,
corporation or other joint venture or association, the individuals(s) executing this Lease on behalf of such entity
warrants and represents that such entity has full power and lawful authority to enter into this Lease in the manner
and form herein set forth, and that the execution of this Lease by such individual(s) is proper and sufficient to
legally bind such entity in accordance with the terms and conditions hereof.

SECTION 18.11 CAPTIONS AND SECTION NUMBERS. The table of contents, captions, article numbers,
and section numbers appearing in this Lease are inserted only as a matter of convenience and in no way define,
limit, construe or describe the scope or intent of such articles or sections.

SECTION 18.12 BINDING EFFECT. Subject to Article XIII, and unless otherwise provided in this Lease, all
of the terms and conditions of this Lease shall be binding upon and ensure to the benefit of the heirs, successors,
administrators, legal representatives and assigns, as the case may be, of the parties hereto.

SECTION 18.13 NO PRESUMPTION. This Lease shall be construed without regard to any presumption or
other rule requiring construction against the party causing this Lease to be drafted.

SECTION 18.14 ENTIRE AGREEMENT. Except as otherwise stated herein, this Lease contains the entire
understanding of the parties hereto with respect to the subject matter contained herein, supersedes all prior and
contemporaneous agreements, understandings and negotiations; and no parol evidence of prior or
contemporaneous agreements, understanding and negotiations shall govern or be used to construe or modify this
Lease. No modification or alteration hereof shall be deemed effective unless in writing and signed by the parties
hereto.

THIS LEASE AGREEMENT has been executed as of the date and year set forth above.

                                                 "LANDLORD"

                                    ELITE AUTOMOTIVE GROUP, LLC

          ______________________________________             By: __________________________________
                                                                  Stephen J. Stearman, Sole Manager

          ______________________________________             Its:__________________________________




Lease Agreement - All Night Auto of Norman, Inc. Page 17 of 20
                                                      "TENANT"

                                                      MIDNIGHT AUTO FRANCHISE
                                                      CORPORATION,
                                                      a Michigan corporation

         ______________________________________       By: __________________________________
                                                           Nicholas Cocco, President

                                                            GUARANTORS:
                                                            ALL NIGHT AUTO OF OKLAHOMA, INC.,
                                                            A Michigan Corporation

                                                            By: _____________________________
                                                                Nicholas A. Cocco
                                                                President

                                                            MIDNIGHT HOLDINGS GROUP, INC.,
                                                            A Delaware Corporation

                                                            By: _____________________________
                                                                Nicholas A. Cocco
                                                                President, Chairman & CEO

                                                            ALL NIGHT AUTO STORES, INC.,
                                                            A Michigan Corporation

                                                            By: _____________________________
                                                                Nicholas A. Cocco
                                                                President

                                                            ALL NIGHT AUTO OF NORMAN, INC.,
                                                            A Michigan Corporation,

                                                            By: _____________________________
                                                                Nicholas A. Cocco,
                                                                President
         ______________________________________             _________________________________




Lease Agreement - All Night Auto of Norman, Inc. Page 18 of 20
                                              EXHIBIT A

                                              SITE PLAN


Lease Agreement - All Night Auto of Norman, Inc. Page 19 of 20
                                              Exhibit 10.14

                                         LEASE AGREEMENT

                           ELITE AUTOMOTIVE GROUP, LLC, Landlord

                              MIDNIGHT AUTO FRANCHISE CORP.,
                                   a Michigan corporation, Tenant

                                   [___________________________]

                                               PREMISES

                                            MARCH 30, 2007


Lease Agreement - All Night Auto of Yukon, Inc. Page 1 of 21
                                             LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") is made as of March 30, 2007,, by and between ELITE
AUTOMOTIVE GROUP, LLC, an Oklahoma limited liability company ("Landlord"), whose address is 12800
SW 58th Street, Mustang, OK 73064, and, MIDNIGHT AUTO FRANCHISE CORPORATION a Michigan
corporation ("Tenant"), whose address is 22600 Hall Road, Suite 205, Clinton Township, Michigan 48036.
MIDNIGHT HOLDINGS GROUP, INC., ALL NIGHT AUTO OF YUKON, INC., ALL NIGHT AUTO
OF OKLAHOMA, INC. and ALL NIGHT AUTO STORES, INC. have joined in this Agreement as joint and
several Guarantors (collectively, the "Guarantors").

For and in consideration of the mutual promises, covenants and agreement herein contained, the receipt
sufficiency of which consideration is hereby acknowledged, Landlord and Tenant hereby agree as follows:

                                                    ARTICLE I

                                                  DEFINITIONS

The Definitions delineated within this Article I contain the principal terms of this Lease, as more particularly
described in the remaining Articles of this Lease. Each reference in this Lease to any Definitions within this Article
I shall be construed to incorporate the data stated herein.

SECTION 1.1 "ADDITIONAL RENT" shall be composed of Tenant's Proportionate Share of, (a) real estate
taxes and assessments as provided in Section 4.2(a) below, and (b) Landlord's Insurance, as defined in Section
4.2(b) below, and any other amounts other than the Base Rent that are required to be paid by Tenant to
Landlord pursuant to this Lease.

SECTION 1.2 "COMMENCEMENT DATE" shall mean the date hereof, provided that on the date hereof: (a)
Landlord delivers the Premises to Tenant free of all occupants, and (b) Tenant has received all permits necessary
to conduct Tenant's business at the Premises, which the Tenant acknowledges has occurred as evidenced by its
execution of this Lease..

SECTION 1.3 "EFFECTIVE DATE" shall mean the date on which the last party to sign and deliver this Lease
has signed and delivered it to the other party.

SECTION 1.4 "LEASE YEAR" shall mean the twelve (12) month period beginning on the Rent Commencement
Date and ending on the anniversary thereof or any successive twelve (12) month period after the end of the first
Lease Year. If the Rent Commencement Date falls on other than the first day of the month, then the first Lease
Year shall mean the period from the Rent Commencement Date until the first day of the month immediately
following the Rent Commencement Date plus the twelve (12) month period thereafter.

SECTION 1.5 "BASE RENT" shall mean (which amount is subject to reduction pursuant to section 4.3 below)
$[*] per month.

SECTION 1.6 A "BUSINESS DAY" shall mean any day when national banks are open for business, excluding
a Saturday, Sunday or a public holiday under the laws of the State of Oklahoma.

SECTION 1.7 "PERMITTED USE" shall mean all lawful purposes approved by written consent of the
Landlord, including, but not limited to, the operation of an automotive repair center offering under hood


Lease Agreement - All Night Auto of Yukon, Inc. Page 1 of 21
and under body automotive repair services such as oil changes, tune ups, tire changes, engine repairs,
transmission service and related services.

SECTION 1.8 "PREMISES" shall mean the building and surrounding parking area, all as shown on the Site Plan
marked Exhibit "A" attached hereto, and commonly known as 539 S. Mustang Road, Yukon, Oklahoma.

SECTION 1.9 "BASE TERM" shall mean the initial term of the Lease beginning on the Rent Commencement
Date and ending on at the expiration of the tenth (10th) Lease Year.

SECTION 1.10 "RENEWAL PERIOD" shall mean any of the two (2) five (5) year periods for which the Lease
is extended beyond the Base Term pursuant to Section 3.3 hereof.

SECTION 1.11 "RENT" shall mean Base Rent, together with Additional Rent, and all other sums due hereunder.

SECTION 1.12 "RENT COMMENCEMENT DATE" shall mean the Commencement Date.

SECTION 1.13 "TENANT'S PROPORTIONATE SHARE" shall mean 100%.

SECTION 1.14 "TERM" shall mean the Base Term or any Renewal Period.

                                                 ARTICLE II

                                                  PREMISES

SECTION 2.1 PREMISES. Subject to the terms, covenants, conditions and provisions of the Lease, Landlord
does hereby demise and lease to Tenant and Tenant does hereby rent and take from Landlord and shall
peaceably and quietly hold and enjoy the Premises identified in Article I.

SECTION 2.2 COVENANT OF TITLE AND PEACEFUL POSSESSION. Landlord warrants and covenants
that it has good and marketable title to the Premises in fee simple and the right to make this Lease for the term
aforesaid and, upon demand by Tenant, Landlord will furnish Tenant with satisfactory evidence thereof. Landlord
further warrants and represents that, as of the date hereof, there are no zoning ordinances which will prohibit
Tenant from using the Premises pursuant to Section 5.4 hereof. Landlord agrees that it will put and keep Tenant
into complete and exclusive possession of the Premises, free from all restrictive covenants, encumbrances, liens,
easements and leases and that if Tenant shall pay the rental and perform all the covenants and provisions of this
Lease to be performed by Tenant, then the leasehold estate granted to Tenant hereby shall not, during the term
hereby demised, be disturbed and Tenant shall freely, peaceably and quietly enjoy and occupy the full possession
of the Premises, and the tenements, hereditaments, and appurtenances thereunto belonging or in any way
appertaining, without molestation or hindrance by any person whomsoever. If at any time during the term hereby
demised the title of Landlord shall fail or be discovered not to enable Landlord to grant the term hereby demised,
Tenant shall have the option of canceling and terminating this Lease, and thereafter all of Tenant's liability
hereunder shall cease, but Tenant's right to damages, if any, shall survive.


Lease Agreement - All Night Auto of Yukon, Inc. Page 2 of 21
                                                   ARTICLE III

                                                      TERM

SECTION 3.1 BASE TERM. The Base Term of the Lease, as specified in Article I shall commence on the Rent
Commencement Date specified in Article I.

SECTION 3.2 TENANT'S WORK. Tenant agrees, at its sole cost and expense, to expeditiously provide and
complete all work of whatever nature necessary to make the Premises ready for Tenant to conduct its business
therein ("Tenant's Work"). Within ten (10) days (the "Plan Approval Period") after the receipt of the plans and
architectural drawings for the improvements that Tenant proposes to construct on the Premises (the "Plans"),
Landlord shall review the Plans and notify Tenant whether it approves or rejects them, which approval shall not
be unreasonably withheld or conditioned by Landlord. In the event Landlord fails to approve or reject the Plans
by the end of the Plan Approval Period, the Plans shall be deemed to be approved by Landlord. For a rejection
to be effective, Landlord must give written, detailed reasons for such rejection. If the Plans have been rejected,
then Tenant may submit revised plans addressing the reasons for such rejection and in the event Landlord fails to
approve or reject (with written, detailed reasons) the revised plans within the later of ten (10) days after Landlord
receives the same and Tenant's request for Landlord's approval thereof, the Plans, as revised shall be deemed to
be approved by Landlord. Prior to Landlord's delivery of possession of the Premises to Tenant, and with
Landlord's prior written consent, which consent will not be unreasonably withheld, Tenant shall be permitted to
begin Tenant's Work and otherwise install fixtures and equipment so long as such activities do not interfere with
other construction work or the occupancy of any other person; and it is agreed by Tenant that Landlord shall
have no responsibility or liability whatsoever for any loss of or damage to any improvements, fixtures, or other
equipment so installed or left on the Premises.

SECTION 3.3 RENEWAL PERIOD. So long as there is no Event of Default existing under this Lease, either at
the time of exercise or at the time the extended term commences, Tenant will have the option to extend the Term
for two (2) additional successive Renewal Periods of five (5) years each on the same terms, covenants, and
conditions of this Lease. Tenant will exercise its option (if at all) by giving Landlord written notice (the "Renewal
Notice") at least one hundred eighty (180) days prior to the expiration of the Base Term or the then current
Renewal Period.

                                                   ARTICLE IV

                                                       RENT

SECTION 4.1 BASE RENT. Tenant shall pay to Landlord Base Rent in advance, in consecutive monthly
installments in the amounts set forth in Article I. The monthly Base Rent payment shall be payable by Tenant on
or before the first day of each month at the address of the Landlord specified above, or such other address as
Landlord may designate from time to time, without prior demand therefore and without any deductions or setoff
whatsoever. In the event the Rent Commencement Date shall be a day other than the first day of a calendar
month, then the Term of this Lease shall be deemed extended by the number of days between the Rent
Commencement Date and the first day of the next succeeding calendar month. In such case, Tenant shall pay
pro-rata Base Rent, in advance, for the period from the Rent Commencement Date to the first day of the next
calendar month.

SECTION 4.2 ADDITIONAL RENT. Tenant shall pay to Landlord, as Additional Rent promptly when the
same are due, without any deductions or setoff whatsoever, Tenant's Proportionate Share of the following
charges and Tenant's failure to pay such amounts or charges when due shall carry with it the same consequences
as Tenant's failure to pay Base Rent:

(a) REAL ESTATE TAXES AND ASSESSMENTS.


Lease Agreement - All Night Auto of Yukon, Inc. Page 3 of 21
(i) Landlord shall pay before delinquency all general real estate taxes and assessments levied against the
Premises. Tenant shall pay to Landlord, from time to time, during the Term and within thirty (30) days following
Landlord's request therefor which request will be accompanied by a paid bill or photocopy thereof, Tenant's
Proportionate Share of the ad valorem general real estate taxes (including all special benefit taxes and special
assessments but excluding so-called impact fees) so levied and assessed. In no event shall Tenant be required to
pay real estate taxes or assessments pertaining to any period prior to the Rent Commencement Date or
subsequent to the expiration of the Lease. Any liability hereunder for any period in which the Term of this Lease
shall not cover an entire tax year shall be properly prorated.

(ii) All special benefit taxes and special assessments assessed against the Premises shall be spread over the
longest time permitted and Tenant's liability for installments of such special benefit taxes and special assessments
not yet due shall cease upon the expiration or termination of this Lease. In no event shall Tenant be obligated to
pay any impact fees whether or not billed by the taxing authority as a special benefit tax or a special assessment.

(b) LANDLORD'S INSURANCE. Tenant agrees to pay Landlord, as Additional Rent, Tenant's Proportionate
Share of all insurance premiums with respect to insurance Landlord shall be required to maintain as provided in
Section 6.2 below. Landlord shall estimate the annual cost of such Landlord's Insurance and will notify Tenant
from time to time of Tenant's Proportionate Share, which shall be paid monthly, in advance along with the Base
Rent.

SECTION 4.3 REDUCTION IN BASE RENT. If interest rates during the Term decrease, such that Landlord's
monthly payment of principal and interest on the mortgage it now has on the Premises (the "Current Mortgage")
would be reduced if Landlord refinanced the Current Mortgage (assuming that the new refinance mortgage would
be for the same amount as the then-outstanding principal amount due under the Current Mortgage, and the new
refinance mortgage had an amortization period which ended at the same time as the amortization period of the
Current Mortgage and assuming that Landlord could obtain such refinancing with reasonable effort), then the
Base Rent hereunder shall decrease by the same amount that such monthly payment of principal and interest
would decrease if Landlord in fact refinanced its Current Mortgage.

SECTION 4.4 DEPOSIT.

(a) On the first twelve (12) monthly rent payment dates under this Lease, Tenant shall pay to Landlord an amount
equal to $[*] per month, to be held by Landlord as collateral security, and not prepaid rent, for the faithful
performance by Tenant of all covenants, conditions and agreements of this Lease (the "Security Deposit").
Landlord, or its agents or successors, shall not be obligated to hold the Security Deposit as a separate fund, but
may commingle the same with other funds. The amount of said Security Deposit shall be repaid without interest to
Tenant after the termination of this Lease, provided Tenant shall have made all payments and performed all
covenants and agreements required under this Lease. Landlord may appropriate and apply the entire Security
Deposit or so much thereof as may be necessary to compensate Landlord for any breach under this Lease on the
part of Tenant, and Tenant upon demand shall forthwith restore the Security Deposit to the original sum
deposited. Neither the Security Deposit nor any installment of rent prepaid by Tenant shall be deemed liquidated
damages in the event of a default by Tenant under this Lease.

(b) In the event of a sale or transfer of Landlord's estate or interest in the Land and Building, Landlord shall have
the right to transfer the Security Deposit to the purchaser or transferee, and Landlord shall thereupon be
automatically released by Tenant from all liability for


Lease Agreement - All Night Auto of Yukon, Inc. Page 4 of 21
the return of the Security Deposit. No mortgagee or purchaser of the Building at any foreclosure proceeding shall
be liable to Tenant for any or all of such Security Deposit unless Landlord has actually delivered the same in cash
or by credit to such mortgagee or purchaser.

                                                    ARTICLE V

                                 MAINTENANCE AND USE OF PREMISES

SECTION 5.1 CARE OF PREMISES. Except as otherwise set forth below, Tenant shall, at its sole cost and
expense, (a) keep the entire Premises in good order, condition and repair, including all plumbing, electrical,
heating, air conditioning, ventilating, water and sewer systems and equipment, doors, door frames, windows and
window frames installed on or in the Premises, in a clean, sanitary, safe, properly repaired condition in
accordance with the laws of Oklahoma and in accordance with all directions, rules, regulations, ordinances,
statutes and orders of all governmental agencies, and the proper offices thereof having jurisdiction over the
Premises; and (b) properly store, out of view of the public, and promptly and regularly remove from the
Premises, all garbage, trash and rubbish. Tenant shall not dispose of any foreign substance in any plumbing
facilities, adjoining or connecting sewer lines or mains, or use such facilities for any purpose other than that for
which they were constructed; and the expense for any breakage, stoppage, damage or additional repair resulting
therefrom and attributable to the acts of Tenant or its subtenants, concessionaires, licensees, invitees, agents,
contractors, servants or employees, shall be borne by Tenant. Notwithstanding the foregoing: (i) Landlord, at its
sole cost and expense, shall keep the roof, exterior walls and/or foundation of the building in compliance with all
applicable laws, and in good order, condition and repair, including, but not limited to, any necessary replacements
of said items, during the Term; and, (ii) nothing herein shall prevent Tenant from operating the Premises as an auto
repair facility (including under hood and under body auto repairs).

SECTION 5.2 USE OF PREMISES. Tenant covenants and agrees to use the Premises only for the Permitted
Use and shall not use the Premises for any purpose in violation of any law, ordinance, regulation, or building, use
or zoning restriction. Landlord agrees that during the Term and any extensions or renewals thereof, Landlord, or
any affiliate of Landlord, will not enter into any lease of space, within a radius of five (5) miles from the Premises,
that permits such premises to be used as an auto repair facility (including under hood and under body auto
repairs).

SECTION 5.3 SIGNAGE AND ADVERTISING. Tenant shall not paint, decorate or affix any signs, lighting or
other materials to the exterior of the Premises without Landlord's prior written consent, which shall not be
unreasonably withheld. Notwithstanding the foregoing, Tenant shall have the right, at Tenant's sole cost and
expense, to install signage at the Premises that is professionally prepared and is consistent with other signage used
at other locations leased by Tenant, provided that Tenant, at its sole cost and expense, must obtain any necessary
permits or approvals from the local municipality before the installation of said signage.

SECTION 5.4 UTILITIES. Landlord shall provide the necessary mains and conduits in order that water and
sewer facilities, natural gas and electricity are available to the Premises, and Tenant shall promptly pay for its use
of the same. Notwithstanding anything to the contrary contained in this Lease, in the event that any of Tenant's
utilities, systems or services are interrupted by reason of the malicious or negligent acts or omissions of Landlord,
its agents, employees or contractors, and as a result thereof Tenant, in the exercise of prudent business judgment,
cannot open for business for a period exceeding one
(1) business day, Base Rent and all other charges under this Lease shall abate for such period as it cannot remain
open for


Lease Agreement - All Night Auto of Yukon, Inc. Page 5 of 21
business, and until such utilities, systems or services are again restored and Tenant can reopen for business.

SECTION 5.5 ALTERATIONS TO PREMISES. Tenant shall have the right to make repairs to, and
nonstructural alterations, additions and improvements in, the building and the Premises in such manner and to such
extent as may from time to time be deemed necessary by Tenant for adapting the building and the Premises to the
requirements and uses of Tenant and for the installation of its fixtures and equipment. Tenant shall not be
obligated, if it makes any alterations, additions or improvements to the Premises as herein provided, to restore
said premises, upon vacating the same, to the condition in which said premises were prior to the making of such
alterations, additions or improvements. Tenant shall not make any structural alterations, additions or
improvements to the building or the Premises without Landlord's written consent.

                                                  ARTICLE VI

                                 INSURANCE AND INDEMNIFICATION

SECTION 6.1 TENANT'S INSURANCE. Tenant shall at all times during the Term of this Lease subsequent to
the Commencement Date, keep in full force and effect, at its sole cost and expense, the following types and
amounts of insurance:

(a) Comprehensive public liability and property damage insurance and product liability insurance insuring against
claims for personal injury, sickness, disease or death and property damage, in or about the Premises, including
independent contractor coverage, with limits of public liability not less than Two Million ($2,000,000.00) Dollars
per occurrence and limits of property damage liability of not less than One Million ($1,000,000.00) Dollars.

(b) Fire and extended coverage insurance covering Tenant's merchandise, personal property, fixtures,
improvements, wall coverings, floor coverings, window coverings, alterations, furniture, equipment and plate
glass, against loss or damage by fire, windstorm, hail, explosion, riot, damage from aircraft and vehicles, smoke
damage and vandalism and malicious mischief and such other risks as are from time to time covered under
"extended coverage" endorsements and special extended coverage endorsements commonly known as "all risks"
endorsements in an amount equal to the greater of the full replacement value or that required by Landlord's
mortgagee from time to time.

(c) If during the Term of this Lease, Tenant shall receive Landlord's prior written consent to operate on the
Premises a boiler or other pressure devices, Tenant shall, as a precondition to installing the same, place and
maintain boiler insurance with limits of liability in an amount not less than One Hundred Fifty Thousand
($150,000.00) Dollars per occurrence, and providing coverage for the full replacement value thereof.

(d) If the nature of Tenant's use of the Premises requires that any or all of its employees be provided coverage
under State Workers' Compensation Insurance or similar statutes, Tenant shall keep in force Workers'
Compensation Insurance or similar statutory coverage containing statutorily prescribed limits.

(e) It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit
the liability of Tenant for its acts or omissions as provided in this Lease. All of the foregoing insurance policies
(with the exception for Workers' Compensation Insurance to the extent not available under statutory law) shall
name Landlord and such other interested parties as Landlord shall from time to time designate as insured as their
respective interests may appear, and shall provide that any


Lease Agreement - All Night Auto of Yukon, Inc. Page 6 of 21
loss shall be payable to Landlord and any other interested parties as Landlord shall designate. Tenant may
provide the foregoing insurance under a blanket policy, provided that such blanket policy shall have an
endorsement thereto to reflect the required protective coverage for Landlord and its designees. All insurance
required hereunder shall be placed with companies licensed to do business in the State wherein the Premises is
located and which companies are rated A:Xll or better in "Best's Key Rating Guide." All such policies shall be
written as primary policies, non-contributing with and in excess of coverage which Landlord may carry. Tenant
shall deliver copies of such policies and all endorsements thereto prior to the Commencement Date, together with
evidence from the insurer that such policies are fully paid for, and that no cancellation, material change, non-
renewal or lapse in coverage thereof shall be effective except upon thirty (30) days prior written notice from the
insurer to Landlord and its designees. If Tenant shall fail to procure and/or maintain said Insurance, Landlord
may, but shall not be obligated to do so, and without waiving any other rights under this Lease, procure and
maintain any one or more portions of Tenant's required insurance policies, at the expenses of Tenant; and Tenant
shall reimburse Landlord therefore within ten (10) days of invoice.

SECTION 6.2 LANDLORD'S INSURANCE. Landlord shall be required to maintain the following types and
amounts of insurance during the Term of this Lease.

(a) Fire and extended coverage insurance covering the Premises, against loss or damage by fire, windstorm, hail,
explosion, riot, damage from aircraft and vehicles, smoke damage and vandalism and malicious mischief and such
other risks as are from time to time covered under "extended coverage" endorsements and special extended
coverage endorsements commonly known as "all risks" endorsements in an amount equal to the greater of the full
replacement value or that required by Landlord's mortgagee from time to time.

(b) Boiler and machinery insurance with limits of liability in an amount not less than One Hundred Fifty Thousand
($150,000.00) Dollars per occurrence, providing for full replacement value thereof, with respect to boilers and
other pressure devices utilized to operate Common Areas or utilities provided in common to one or more tenant.

(c) If the nature of Landlord's undertakings with respect to this Lease requires that any or all of its employees be
provided coverage under State Workers' Compensation Insurance or similar statutes, Landlord shall keep in
force Workers' Compensation Insurance or similar statutory coverage containing statutorily prescribed limits.

(d) Landlord shall competitively bid for the procurement of all insurance policies covering the Premises. Landlord
will retain in its possession the original policy and all endorsements, renewal certificates and new policies, if any,
issued during the Term, but will provide Tenant upon request certificates evidencing the existence of such policy.

SECTION 6.3 WAIVER OF SUBROGATION. Landlord and Tenant hereby release each other and their
respective agents and employees from any and all liability to each other or anyone claiming through or under them
by way of subrogation or otherwise for any loss or damage to property caused by or resulting from risks insured
against under Sections 6.1 and 6.2 hereinabove, pursuant to insurance policies carried by the parties hereto and
in force at the time of any such loss or damage; provided, however, that this release shall be applicable and in
force and effect only to the extent of insurance proceeds actually received by the releasor from the pertinent
insurance carrier, and only with respect to loss or damage occurring during such time as the releasor's policies
contain a clause or endorsement to the effect that any such release shall not adversely affect or impair such
policies or prejudice the right of the releasor to recover thereunder. Landlord and Tenant each agree that each
will request its insurance carriers to include in its policies such a clause or endorsement, and will include such a
clause only so long as it is includable


Lease Agreement - All Night Auto of Yukon, Inc. Page 7 of 21
without additional cost, or if additional cost is chargeable therefor, only so long as the other party pays such
additional cost. Each party shall notify the other party of such cost, and the other party may pay such cost but
shall not be obligated to do so.

SECTION 6.4 HOLD HARMLESS AND INDEMNIFICATION. Tenant shall defend, indemnify and save
Landlord harmless from legal action, damages, loss, liability and any other expense (including reasonable attorney
fees) in connection with loss of life, bodily or personal injury or property damage arising from or out of all acts,
failures, omissions or negligence of Tenant, its agents, employees or contractors which occur on the Premises,
unless such legal action, damages, loss liability or other expense (including reasonable attorney fees) results from
negligence or intentional misconduct of Landlord, its respective agents, contractors, employees or persons
claiming through it. Landlord shall defend, indemnify and save Tenant harmless from legal action, damages, loss,
liability and any other expense (including reasonable attorney fees) in connection with loss of life, bodily or
personal injury or property damage arising from or out of all negligence or intentional misconduct of Landlord, its
agents, employees or contractors which occur on the Premises, unless such legal action, damages, loss liability or
other expense (including reasonable attorney fees) results from any sole act, omission or neglect of Tenant, its
respective agents, contractors, employees or persons claiming through it. Tenant acknowledges that Landlord
shall have no liability for any damage to or destruction of any items warehoused at the Premises, and Tenant
hereby indemnifies and holds Landlord harmless from and against any liability, damage, cost or expense, including
reasonable attorneys' fees, which Landlord may suffer or incur as a consequence of any such damage or
destruction unless caused by Landlord's negligence or intentional misconduct.

                                                  ARTICLE VII

                                       DESTRUCTION OF PREMISES

SECTION 7.1 RECONSTRUCTION. Except as provided in Sections 7.2 and 7.4, if the Premises shall be
damaged or destroyed in whole or in part by fire or other casualty or occurrence and Landlord shall have in force
insurance with respect to such damage or destruction, then this Lease shall remain in full force and effect and
Landlord shall repair or rebuild the Premises to substantially the condition in which the Premises were
immediately prior to such destruction.

SECTION 7.2 LANDLORD'S ELECTION TO TERMINATE. In the event during the last year of the initial
term hereof (unless the option to renew is exercised) or during the last year of an option term (unless any
remaining unexercised option term is exercised), there shall occur damage or destruction to the Premises which
constitutes twenty-five (25%) percent or more of the full replacement cost of the Premises, then Landlord shall
have the option to either repair and restore the Premises in accordance with Section 7.1 or to terminate this
Lease effective upon Landlord giving notice of such election in writing to Tenant or such later date specified in
such notice, which notice shall be delivered within sixty (60) days after such damage. All rent payable hereunder
shall be prorated as of the effective date of any such termination.

SECTION 7.3 ABATEMENT OF RENTAL. If the casualty, repairing or rebuilding of the Premises pursuant to
Section 7.1 shall render the Premises untenantable, in whole or in part, then, except as provided in Section 7.4, a
proportionate abatement of the Base Rent shall be allowed from the date when the damage occurred until the
date Landlord completes the repairs or rebuilding or, in the event Landlord elects to terminate this Lease, until the
effective date of termination. The abatement of rent, if any shall be computed on the basis of the ratio which the
floor area of the Premises rendered untenantable bears to the entire floor area thereof.

SECTION 7.4 TENANT'S OBLIGATIONS UPON DESTRUCTION OF PREMISES. Tenant shall give
immediate notice to Landlord in case of fire or accident in the Premises. If Landlord is required or elects to repair
or


Lease Agreement - All Night Auto of Yukon, Inc. Page 8 of 21
rebuild the Premises as provided in Sections 7.1 and 7.2, Tenant shall promptly repair or replace its trade
fixtures, furnishings, equipment, personal property and leasehold improvements in a manner and to a condition
equal to that existing prior to the damage or destruction. Further, in the event Tenant shall fail to adjust its own
insurance or to remove its damaged goods, equipment or property forthwith after such casualty and, as a result
thereof, the repairing or restoration of the Premises is delayed, there shall be no abatement of rental during the
period of such resulting delay.

SECTION 7.5 TENANT'S ELECTION TO TERMINATE. Within sixty (60) days of the fire or other casualty,
Landlord shall notify Tenant ("Casualty Notice") as to the estimated completion date (the "Completion Date") for
the demolition, permitting, repair, remodeling and restoration work (the "Restoration Work"). Tenant may elect to
terminate this Lease by providing written notice to Landlord
(a) within ten (10) days after Tenant's receipt of the Casualty Notice if Landlord's estimated Completion Date is
more than one hundred eighty (180) days after the date of the casualty, or (b) within ten (10) days following the
Completion Date if the Restoration Work is not actually completed by the Completion Date.

                                                  ARTICLE VIII

                                              EMINENT DOMAIN

SECTION 8.1 TOTAL CONDEMNATION OF PREMISES. In the event that the whole of the Premises shall
be taken in any proceeding by public authorities by condemnation or otherwise, or be acquired for public or
quasi-public purposes, then the Term of this Lease shall cease and terminate as of the later of (a) the date of title
vesting in such public authorities, or (b) the date such public authority shall obtain a writ of restitution against
Tenant, and all rentals shall be paid up to that date and Tenant shall have no claim against Landlord nor the
condemning authority for the value of any unexpired Term of this Lease. Whenever there is a reference in this
Lease to a taking by public authority, such reference shall be deemed in each case to include a purchase and sale
in lieu of such a taking.

SECTION 8.2 PARTIAL CONDEMNATION OF PREMISES. In the event that more than twenty-five (25%)
percent of the floor area of the Premises shall be taken as described above then either party shall have the option
of terminating this Lease by notifying the other in writing on or before the date of such taking, and upon such
notice being given, the condemnation shall be treated as a total condemnation pursuant to Section 8.1. In the
event that only a portion of the floor area of the Premises shall be taken as hereinabove described and this Lease
is not or cannot be terminated pursuant to the provisions of this Section 8.2, then Landlord shall, at its sole cost
and expense, restore the remaining portion of the Premises to the extent necessary to render it suitable for the
purposes. If this Lease shall not be terminated as herein provided, this Lease shall continue for the balance of the
Term as to the part of the Premises remaining, without any reduction or abatement of or effect upon the term
hereof or the liability of Tenant to pay in full any amount under this Lease, except that the fixed Base Rent to be
paid by Tenant after such taking for the Premises shall be reduced pro-rata in the proportion which the floor area
of the Premises remaining after any restoration and repair bears to the entire floor area of the Premises
immediately prior to such taking.

SECTION 8.3 DISTRIBUTION OF AWARD. All compensation awarded or paid upon a total or partial taking
of the Premises shall belong to and be the property of Landlord whether such damages shall be awarded as
compensation for diminution in value to the leasehold or to the fee of the Premises; provided, however, that
Landlord shall not be entitled to any award made to Tenant for depreciation to, and cost of removal of,
merchandise and trade fixtures, to the extent such fixtures were installed by Tenant, and/or relocation expenses.


Lease Agreement - All Night Auto of Yukon, Inc. Page 9 of 21
                                                  ARTICLE IX
                                                   DEFAULT

SECTION 9.1 DEFAULT. The occurrence of any of the following shall constitute an event of default by Tenant
hereunder ("Event of Default"):

(a) Delinquency in the payment of rent or any other amount payable by Tenant under this Lease, or any part
thereof, for a period of fifteen (15) Business Days after written notice thereof by Landlord to either Tenant or
Guarantors.

(b) Delinquency by Tenant in the performance or compliance with any of the terms, covenants or agreements to
be performed under this Lease, other than those described in the foregoing Section 9.1(a), and failure of Tenant
or of any guarantor of Tenant's obligations hereunder (a "Guarantor" and collectively, the "Guarantors") to rectify
or remove said default(s) within fifteen (15) days after written notice thereof by Landlord to either Tenant or such
longer reasonable period if the remedy is of a nature that cannot be cured within such fifteen (15) Business Day
period and Tenant or Guarantors are diligently proceeding with efforts to cure.

(c) Filing by Tenant or any Guarantor 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 a portion of Tenant's or any Guarantor's property, or any assignment of the property of Tenant or any
Guarantor for the benefit of creditors.

(d) Filing against Tenant or any Guarantor in any court pursuant to any federal or state statute of a petition in
bankruptcy or insolvency, or for reorganization or rearrangement, or for the appointment of a receiver or trustee
of all or a portion of Tenant's or any Guarantor's property, unless such proceeding against Tenant shall have been
dismissed within sixty (60) days after commencement.

(e) The breach by Tenant, the Guarantors, or any of their affiliates, successors or assigns of any provision
contained in the Additional Agreements, except for the Employment Agreement (as those terms are defined in the
Asset Purchase Agreement entered into contemporaneously with this Lease by and among Landlord, Tenant,
Guarantors and others) which breach is not cured within fifteen (15) Business Days of written notice by the
Landlord.

SECTION 9.2 RIGHT TO RE-ENTER. Upon an Event of Default, Landlord shall have the immediate right to
re-enter and may remove all persons and property within the Premises. Such property may be removed and
stored in a public warehouse or elsewhere at the cost of, and for the account of, Tenant. All of the rights and
remedies of Landlord under this Lease are cumulative and shall be in addition to any other rights or remedies
accorded Landlord by law. Notwithstanding the foregoing, Landlord shall have an affirmative duty to mitigate its
damages in the event of a default by Tenant.

SECTION 9.3 RIGHT TO RELET. Should Landlord elect to re-enter, or take possession by summary
proceedings or other appropriate legal action or proceedings, or pursuant to notice provided for by law, it may
either terminate this Lease or from time to time, without terminating this Lease, make such alterations and repairs
necessary to relet, and relet the Premises or any part thereof for such term or terms (which may be for a term
extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions
as Landlord in its sole discretion may deem advisable. Upon each such reletting, all rentals and other sums
received by Landlord shall be applied (a) to the payment of any indebtedness other than rent due; (b) to the
payment of any costs and expenses of reletting, including brokerage and attorneys' fees, and costs of alteration
and repairs; (c) to the payment of rent and other charges due and unpaid hereunder; and (d) the residue, if any,
shall be held by Landlord and applied in


Lease Agreement - All Night Auto of Yukon, Inc. Page 10 of 21
payment of future rent as the same may become due and payable. If such rentals and other sums received from
reletting are less than that to be paid by Tenant, Tenant shall immediately pay such deficiency to Landlord. Such
deficiency shall be calculated and paid monthly. No such re-entry or taking possession of said premises or
acceptance of the keys to said premises by Landlord shall be construed as an election to terminate this Lease
unless written notice of such intention be given to Tenant or unless the termination be decreed by a court of
competent jurisdiction. Notwithstanding reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for any previous breach. Should this Lease, at any time, be terminated under the terms and
conditions hereof, or in any other way, Tenant shall immediately surrender and deliver the Premises and property
peaceably to Landlord.

SECTION 9.4 CURING OF TENANT'S DEFAULT. If, following an Event of Default, Landlord gives notice in
writing to Tenant of such Event of Default specifying the nature thereof, and Tenant fails to cure the Event of
Default within the time provided or immediately if an emergency exists, then Landlord may, in addition to its other
remedies, cure such Event of Default at the cost and expense of Tenant and the sums so expended by Landlord
shall be deemed to be Additional Rent and shall be paid by Tenant on the day when Base Rent shall next become
due.

SECTION 9.5 CURING OF LANDLORD'S DEFAULT. If Landlord shall from time to time fail to pay any
sum or sums due to Tenant, and if such failure continues for thirty (30) days after receipt of notice from Tenant,
Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from
Base Rent and other sums due Landlord. If Landlord shall from time to time fail to perform any act of acts
required of Landlord by this Lease, and if such failure continues for thirty (30) days after receipt of notice from
Tenant, Tenant shall then have the right, at Tenant's option, to perform such act or acts, in such manner as Tenant
deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing
by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to
deduct such amount from Base Rent and other sums due Landlord. If Landlord shall in good faith within said
thirty (30) days commence to correct such breach, and diligently proceed therewith to completion, then Landlord
shall not be considered in default. The foregoing remedies of Tenant shall be deemed cumulative and shall be in
addition to all other remedies which may now or hereafter be provided Tenant at law, equity or otherwise under
this Lease.

SECTION 9.6 LEGAL EXPENSES. In the event of legal action between Landlord and Tenant on account of
any alleged default of either hereunder, the prevailing party in such action shall be entitled to be reimbursed by the
other party in the amount of all reasonable attorneys' fees and other costs incurred by the prevailing party in
connection with such action.

                                                   ARTICLE X

                                              ACCESS BY OWNER

SECTION 10.1 RIGHT OF ENTRY. Landlord or its agents shall have the right to enter the Premises upon at
least 24 hours advance written notice (except in the event of an emergency in which no notice shall be required)
at reasonable times to examine it, show it to prospective lenders, purchasers or lessees, or to make repairs,
alterations, improvements, or additions as Landlord may deem necessary or desirable, provided; however, in all
cases, Landlord shall not disrupt Tenant's use of the Premises.


Lease Agreement - All Night Auto of Yukon, Inc. Page 11 of 21
                                                   ARTICLE XI

                             SURRENDER OF PREMISES, HOLDING OVER

SECTION 11.1 SURRENDER OF PREMISES. On or before the expiration or earlier termination of this
Lease, Tenant shall surrender to Landlord the Premises, (a) broom clean, (b) free of all alterations, additions,
improvements or fixtures that Tenant has the right to remove, which Tenant shall remove on or before the
expiration or earlier termination of this Lease; and (c) Tenant shall repair any damage to the Premises caused by
Tenant's removal of its alterations, additions and improvements. All such property which is not so removed within
such period shall be deemed to have been abandoned by Tenant, may be retained by Landlord as its property or
removed and disposed of in such manner as Landlord may see fit, and Tenant shall be liable to Landlord for any
and all costs and expenses incurred in connection with any such removal and disposal, including, but not limited
to, court costs, attorneys' fees and storage charges for such property.

SECTION 11.2 HOLDING OVER. If Tenant remains in possession of the Premises after expiration of the
Term, Tenant shall occupy the Premises as a tenant from month to month, subject to all the provisions of this
Lease, provided that the monthly rent during such month to month tenancy shall be 150% of the Base Rent and
all forms of Additional Rent shall apply.

                                                  ARTICLE XII

                                     ASSIGNMENT AND SUBLETTING

SECTION 12.1 Tenant shall not, without Landlord's consent, assign or otherwise transfer this Lease or any
estate or interest therein or sublet the whole or any part of the Premises; notwithstanding anything in this Section
12.1 to the contrary, Tenant may assign or sublease this Lease to any of its affiliates, franchisees, or joint venture
partners upon fifteen (15) days written notice to Landlord, provided, however, in any event Tenant and
Guarantors shall not be released from any of their obligations under this Lease by reason of any such assignment,
transfer or subletting. Notwithstanding the foregoing, in the event
(i) Tenant assigns this Lease in connection with a merger, consolidation or sale of substantially all the assets of
Tenant and (ii) the assignee assumes all of the obligations to be performed by Tenant under this Lease, and, (iii) if
required by Landlord, in its reasonable discretion, the Guarantors are replaced with guarantors acceptable to
Landlord, then Tenant and Guarantors shall be released and forever discharged from performing their obligations
under this Lease accruing subsequent to the effective date of such assignment.

                                                  ARTICLE XIII

                SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATE

SECTION 13.1 SUBORDINATION. Landlord reserves the right to subject and subordinate this Lease at all
times to the lien of any mortgage or mortgages now or hereafter placed upon Landlord's interest in the Premises;
provided, however, that no default by Landlord under any mortgage or mortgages shall affect Tenant's rights
under this Lease or disturb its peaceful possession of the Premises so long as Tenant shall not be deemed in
default under the terms of this Lease. Tenant shall execute and deliver all documents reasonably requested by a
mortgagee or security holder to effect such subordination within thirty
(30) days following Tenant's receipt of written request therefor.

SECTION 13.2 ATTORNMENT. Tenant shall, in the event of a sale or assignment of Landlord's interest in the
Premises, or if the Premises comes into the hands of mortgagee, ground lessor or any other person whether
because of a mortgage foreclosure, exercise of a power of sale under the mortgage, termination of the ground
lease or otherwise, attorn to the purchaser or such mortgagee or other person and recognize the same as
Landlord hereunder, provided such purchaser, mortgagee or other person agrees to recognize the Tenant's right
to continue to occupy the Premises pursuant to the terms hereof. Tenant shall execute,


Lease Agreement - All Night Auto of Yukon, Inc. Page 12 of 21
at Landlord's request, any attornment agreement reasonably required by any mortgagee, ground lessor or such
other person to be executed containing such provisions as such mortgagee, ground lessor of such other person
reasonably requires, subject to the proviso set forth in the preceding sentence.

SECTION 13.3 ESTOPPEL CERTIFICATE. Each party and the Guarantors agree within twenty (20) days
after written request therefor by the requesting party to execute in recordable form and deliver to the requesting
party a statement, in writing, certifying (i) that this Lease is in full force and effect, (ii) the date of commencement
of the term of this Lease, (iii) that rent is paid currently without any offset or defense thereto or stating the offset
or defense claimed by Tenant, (iv) the amount of rent, if any, paid in advance, (v) that there are no uncured
defaults by the requesting party or stating those claimed by the responding party and (vi) such other information
as may be reasonably requested by the requesting party, provided that the foregoing facts are accurate and
ascertainable.

                                                   ARTICLE XIV

                                               QUIET ENJOYMENT

SECTION 14.1 WARRANTY OF QUIET ENJOYMENT. Landlord hereby covenants and agrees that
Tenant, upon payment of Rent and other charges herein provided for and observing and keeping the covenants,
conditions and terms of this Lease on Tenant's part to be kept and performed, shall lawfully and quietly hold,
occupy and enjoy the Premises during the Term of this Lease without hindrance or molestation of, or by,
Landlord or any person claiming under Landlord.

                                                    ARTICLE XV

                                        ENVIRONMENTAL MATTERS

SECTION 15.1 LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents and
warrants that, to its knowledge, any handling, transportation, storage, treatment or usage of hazardous or toxic
substances that has occurred on the Premises prior to the date hereof, if any, has been in compliance with all
applicable federal, state, and local laws, regulations and ordinances. Landlord further represents and warrants
that, to its knowledge, no leak, spill, release, discharge, emission or disposal of hazardous or toxic substances has
occurred on the Premises prior to the date hereof and that the soil, groundwater, and soil vapor on or under the
Premises is free of toxic or hazardous substances. Landlord further represents and warrants that, to its
knowledge, there are no underground storage tanks on the Premises. If at any time following the execution of this
Lease Landlord becomes aware of the presence of any additional hazardous or toxic substances on or about the
Premises, Landlord shall immediately notify Tenant thereof.

SECTION 15.2 INDEMNIFICATION. Landlord agrees to indemnify, defend (with counsel reasonably
approved by Tenant) and hold Tenant, its parent corporation and affiliates, and their respective shareholders,
directors, officers, employees and agents, harmless from any claims, judgments, damages, penalties, fines,
liabilities (including sums paid in settlement of claims) or costs including attorneys' fees, consultant fees, and
expert fees (consultants and experts to be reasonably approved by Tenant) which arise prior, during or after the
term of this Lease from or in connection with the presence or suspected presence of toxic or hazardous
substances in the soil, groundwater or soil vapor on or under the Premises, which presence or suspected
presence was proximately caused by Landlord. Any such defenses shall be undertaken with qualified legal
counsel experienced in the handling of such matters and any such consultants and/or experts shall likewise be
qualified and possess appropriate experience. Without limiting the generality of the foregoing, the indemnification
provided by this
Section 15.2 shall specifically cover all reasonable costs and damages incurred by Tenant in connection with any


Lease Agreement - All Night Auto of Yukon, Inc. Page 13 of 21
investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal,
state or local governmental agency or political subdivision because of the presence or suspected presence of
toxic or hazardous substances in the soil, groundwater or soil vapor on or under the Premises, unless such toxic
or hazardous substances are present as a result of the negligence or willful act or omission of Tenant. Without
limiting the generality of any of the foregoing, the indemnification provided by this Section 15.2, shall also
specifically cover costs incurred in connection with:

(a) toxic or hazardous substances present or suspected to be present in the soil, groundwater or soil vapor on or
under the Premises before the Effective Date; or

(b) toxic or hazardous substances that as a result of Landlord's handling, transportation, storage, treatment, or
usage of before the Effective Date, migrate, flow, percolate, diffuse, or in any way move onto or under the
Premises after the Effective Date.

The foregoing notwithstanding, Landlord agrees that Tenant shall have absolutely no obligation to remediate or
otherwise clean up or remove any toxic or hazardous substance from any portion of the Premises (unless the
presence of the same is proximately caused on the Premises as a result of the negligence or intentional act or
omission of Tenant), such obligation being deemed the sole responsibility of Landlord.

SECTION 15.3 RIGHT TO TERMINATE. If at any time during the term hereof Tenant is prevented from
conducting all or any portion of its business from the Premises for more than thirty (30) days because of a
determination by a court of competent jurisdiction or an administrative agency having jurisdiction thereover that a
toxic or hazardous substance exists (and was in existence before the Effective Date) on, about or under the
Premises, then Tenant may, at its option and upon ten (10) days' written notice to Landlord terminate this Lease.
If Tenant elects to exercise the option set forth in the preceding sentence, Tenant shall be released from all of its
liabilities and obligations hereunder accruing from and after the date of such termination, provided nothing herein
contained shall preclude Tenant from proceeding against Landlord for damages. Landlord's obligation to
indemnify Tenant under this Section 15.3 shall survive the expiration or earlier termination of this Lease.

SECTION 15.4 TENANT'S USE OF THE PREMISES. Tenant shall not keep, handle, transport, store, treat,
dispose or use any toxic or hazardous substances (as such terms are defined under applicable federal law) on the
Premises, provided the terms "toxic" and "hazardous substances" shall not be deemed to include items
customarily kept or sold in a retail operation of the type and kind which Tenant operates, unless the maintenance
of such items on the Premises would be prohibited by applicable law. If, however, any such items kept on the
Premises results in the contamination thereof, Tenant shall take all reasonable actions, at its sole cost and
expense, to return the Premises to the condition existing prior to the introduction of those items therein. Tenant
and Guarantors, jointly and severally, agree to indemnify, defend and hold Landlord and its affiliates, and their
respective shareholders, directors, officers, employees and agents harmless from any claims, judgments,
damages, penalties, fines, liabilities (including sums paid in settlement of claims) or costs, including reasonable
attorney fees, consultant fees, and expert fees arising in connection with Tenant's negligence, handling,
transportation, storage, treatment, disposal, or use of any toxic or hazardous substances within the Premises.

                                                  ARTICLE XVI

                                           OPTION TO PURCHASE

SECTION 16.1 OPTION TO PURCHASE. In consideration of this Lease, Landlord hereby grants to Tenant
the exclusive and irrevocable option to purchase the Premises at any time during the Term of this Lease


Lease Agreement - All Night Auto of Yukon, Inc. Page 14 of 21
for a purchase price equal to: the then fair market value, plus the "Increase" (defined below) of the Premises.
Tenant may exercise this option by providing written notice of exercise to Landlord. Landlord and Tenant shall
attempt to stipulate the fair market value of the land by mutual agreement.

SECTION 16.2 INCREASE. The "Increase" shall mean: ten percent (10%) of the fair market value of the
Premises if this option is exercised during the first five
(5) years of the Term; five percent (5%) of the fair market value of the Premises if this option is exercised during
the second five (5) years of the Term; and shall be zero ($0.00) if this option is exercised after the second five (5)
year term.

SECTION 16.3 FAIR MARKET VALUE. If Landlord and Tenant are unable to agree on the fair market value
of the Premises within ten (10) days of Tenant's option exercise, the purchase price shall be determined by an
appraisal of the then fair market value of the Premises. In such event, Tenant and Landlord shall each provide to
the other an appraisal for the Premises within forty-five (45) days after Tenant's option exercise. Each such
appraisal shall be prepared by a certified commercial real estate appraiser (MAI or comparable). If within ten
(10) days after reviewing such appraisals, Landlord and Tenant still cannot agree on the fair market value of the
Premises, then the two appraisers shall mutually select a third appraiser who shall appraise the Premises within
thirty
(30) days, and the fair market value of the Premises shall be deemed to be the average of the three appraisals. In
any event, the fair market value shall be determined without taking into consideration the then applicable rent
hereunder, but rather, the rent that could be obtained for the Premises on the open market.

SECTION 17.4 CLOSING. The purchase price shall be paid in cash or by Tenant's certified check upon the
conveyance by a legally sufficient general warranty deed to Tenant or its nominee of good and marketable title to
the Premises, free and clear of all liens, encumbrances and defects, except such as Tenant may waive in writing,
which title a title company selected by Tenant will so insure. The deed shall be delivered and title closed within
sixty (60) days after the agreement as to the fair market value and the establishment of the purchase price as set
forth herein, unless that day be a Sunday or legal holiday, in which case title shall close on the next business day,
or unless Landlord and Tenant mutually determine any alternate date. All taxes and rent shall be apportioned as
of the date of closing of title. Any sums owing by Landlord to Tenant at the time of closing by virtue of any
provision of this Lease shall be deducted from the purchase price.

                                                 ARTICLE XVII

                                                   GUARANTY

SECTION 17.1 GUARANTY. Guarantors hereby jointly and severally guarantee Tenant's prompt performance
of its obligations under this Lease.

                                                 ARTICLE XVIII

                                               MISCELLANEOUS

SECTION 18.1 LIENS. In the event mechanic's lien(s) shall be filed against the Premises or Tenant's interest as
a result of the work undertaken by Tenant, Tenant and Guarantors shall, within twenty (20) days after receipt of
notice, discharge such lien(s) by payment of the indebtedness or by filing a bond (as provided by statute) as
security therefor. In the event Tenant and Guarantors shall fail to discharge such lien, Landlord shall have the right
(but is not obligated) to discharge by filing such bond, and Tenant shall pay the cost of the bond to Landlord as
Additional Rent upon the first day that rent shall be next due thereunder, or if no rent is due, then within five (5)
days following Landlord's request therefor.


Lease Agreement - All Night Auto of Yukon, Inc. Page 15 of 21
SECTION 18.2 LATE CHARGES AND INTEREST ON LATE PAYMENTS. Tenant acknowledges that late
payment by Tenant to Landlord of the Base Rent and other amounts due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impractical to
fix. Such costs include, without limitation, processing and accounting charges and late charges and additional
interest imposed on Landlord by the terms of any mortgage note or other necessary financing. Therefore, if any
amount due from Tenant is not received by Landlord when due, Tenant shall pay to Landlord an additional sum
equal to five (5%) percent of such overdue amount as a late charge. Payment of any such late charge shall not
excuse or cure any default nor prevent Landlord from exercising any of its other available rights and remedies.

SECTION 18.3 RECORDING. This Lease shall not be filed for public record. However, upon either party's
request, Landlord and Tenant shall execute and acknowledge a memorandum or short form lease in recordable
form which may be filed for record by either party at any time after the execution of this Lease, setting forth the
parties, a description of the Premises, the Term, options to extend the Term and any other provisions mutually
agreed upon.

SECTION 18.4 PERSONAL PROPERTY TAXES. Tenant shall be responsible for and shall pay before
delinquency all municipal, county and state taxes assessed during the term of this Lease against any personal
property of Tenant of any kind, owned by or placed in the leased premises by Tenant.

SECTION 18.5 WAIVER. No default in the payment of rent or any other amount set forth herein, nor the failure
of Landlord or Tenant to enforce the provisions of this Lease upon any default by Tenant or Landlord shall be
construed as creating a custom of deferring payment or as modifying in any way the terms of this Lease or as a
waiver of Landlord's or Tenant's rights to enforce the provisions hereof. No express waiver by Landlord or
Tenant of any provision, condition, or term shall affect any other than the provision, condition or term specified,
and then only as specifically stated, and shall not be deemed to imply or constitute a subsequent waiver of such
provisions, condition or term. No breach of a covenant or condition of this Lease shall be deemed to have been
waived by Landlord or Tenant unless in writing by Landlord or Tenant. It is expressly agreed that time shall be of
the essence of this Agreement.

SECTION 18.6 REAL ESTATE BROKERS. Landlord and Tenant covenant, warrant and represent to each
other that neither party has engaged a broker in connection with this Lease and that no conversation or prior
negotiations were had with any broker concerning the renting of the Premises to Tenant. Landlord and Tenant
shall protect, indemnify, save and hold harmless the other against and from all liabilities, claims, losses, costs,
damages and expenses, including reasonable attorneys' fees and costs, arising out of, resulting from or in
connection with a breach of the foregoing covenant, warranty and representation.

SECTION 18.7 LIABILITY OF LANDLORD. Except for any obligation of Landlord to indemnify Tenant
hereunder, if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to
be performed, and if as a consequence of such default, Tenant shall recover any money judgment against
Landlord, such judgment shall be satisfied only (a) out of the proceeds of sale receivable upon execution of such
judgment and levied thereon against the right, title and interest of Landlord in the Premises, (b) out of rents or
other income from such property receivable by Landlord, and/or (c) out of the consideration receivable by
Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Premises,
and neither Landlord nor any of the parties comprising any limited liability company or partnership which is the
Landlord herein shall be liable for any deficiency.

SECTION 18.8 APPLICABLE LAW. This Lease shall be governed by and construed in accordance with the
laws of the State of Oklahoma. The unenforceability, invalidity or illegality of any term or provision of this Lease
shall not render any other term or provision unenforceable, invalid or illegal. If any provision of this Lease is held
by a court of competent jurisdiction to be invalid, void or unenforceable in any


Lease Agreement - All Night Auto of Yukon, Inc. Page 16 of 21
manner, the remaining provisions of this Lease shall nonetheless continue in full force and effect without being
impaired or invalidated in any way. In addition, if any provision of this Lease 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.

SECTION 18.9 NOTICES. All notices, demands or requests from one party to another may be (a) personally
delivered, (b) sent by mail, certified or registered, postage prepaid, or (c) by overnight courier providing a written
receipt to the addresses stated in this section, and shall be deemed to have been given at the time of delivery if
personally delivered, two business days after mailing if mailed, or the next business day if sent by overnight
courier.

All notices, demands or requests to either party shall be given at their respective addresses shown above.

Any party shall have the right, from time to time, to designate a different address by notice given in conformity
with this paragraph.

SECTION 18.10 EXECUTION OF LEASE. If either party hereto is a partnership, limited partnership,
corporation or other joint venture or association, the individuals(s) executing this Lease on behalf of such entity
warrants and represents that such entity has full power and lawful authority to enter into this Lease in the manner
and form herein set forth, and that the execution of this Lease by such individual(s) is proper and sufficient to
legally bind such entity in accordance with the terms and conditions hereof.

SECTION 18.11 CAPTIONS AND SECTION NUMBERS. The table of contents, captions, article numbers,
and section numbers appearing in this Lease are inserted only as a matter of convenience and in no way define,
limit, construe or describe the scope or intent of such articles or sections.

SECTION 18.12 BINDING EFFECT. Subject to Article XIII, and unless otherwise provided in this Lease, all
of the terms and conditions of this Lease shall be binding upon and ensure to the benefit of the heirs, successors,
administrators, legal representatives and assigns, as the case may be, of the parties hereto.

SECTION 18.13 NO PRESUMPTION. This Lease shall be construed without regard to any presumption or
other rule requiring construction against the party causing this Lease to be drafted.

SECTION 18.14 ENTIRE AGREEMENT. Except as otherwise stated herein, this Lease contains the entire
understanding of the parties hereto with respect to the subject matter contained herein, supersedes all prior and
contemporaneous agreements, understandings and negotiations; and no parol evidence of prior or
contemporaneous agreements, understanding and negotiations shall govern or be used to construe or modify this
Lease. No modification or alteration hereof shall be deemed effective unless in writing and signed by the parties
hereto.

THIS LEASE AGREEMENT has been executed as of the date and year set forth above.

                                                 "LANDLORD"

                                    ELITE AUTOMOTIVE GROUP, LLC

                                                           By:
          _____________________________________                   ___________________________________
                                                                   Stephen J. Stearman, Sole Manager

                                                           Its:
          _____________________________________                   ___________________________________




Lease Agreement - All Night Auto of Yukon, Inc. Page 17 of 21
                                              "TENANT"

                              MIDNIGHT AUTO FRANCHISE CORP.,

                                                     a Michigan corporation

                                                     By:
         _____________________________________             ___________________________________
                                                            Nicholas Cocco, President

                                                            GUARANTORS:
         _____________________________________             ___________________________________

                                                           ALL NIGHT AUTO OF OKLAHOMA,
                                                           INC.,
         _____________________________________
                                                            A Michigan Corporation
         _____________________________________             ___________________________________

         _____________________________________             ___________________________________
                                                            By:_____________________________
         _____________________________________
                                                                Nicholas A. Cocco
         _____________________________________
                                                               President
         _____________________________________             ___________________________________
                                                            MIDNIGHT HOLDINGS GROUP, INC.,
         _____________________________________
                                                            A Delaware Corporation
         _____________________________________             ___________________________________

         _____________________________________             ___________________________________
                                                            By:_____________________________
         _____________________________________
                                                                Nicholas A. Cocco
         _____________________________________                  President, Chairman & CEO

         _____________________________________             ___________________________________




Lease Agreement - All Night Auto of Yukon, Inc. Page 18 of 21
                                                           ALL NIGHT AUTO STORES, INC.,
         _____________________________________            ___________________________________
                                                           A Michigan Corporation
         _____________________________________            ___________________________________

         _____________________________________            ___________________________________

         _____________________________________            ___________________________________
                                                           By:_____________________________
         _____________________________________
                                                                Nicholas A. Cocco
         _____________________________________                  President

         _____________________________________            ___________________________________

         _____________________________________            ___________________________________

                                                           ALL NIGHT AUTO OF YUKON, INC.,
         _____________________________________            ___________________________________
                                                           A Michigan Corporation,
         _____________________________________            ___________________________________

         _____________________________________            ___________________________________

         _____________________________________            ___________________________________
                                                           By:_____________________________
         _____________________________________
                                                                Nicholas A. Cocco,
         _____________________________________                  President

         _____________________________________            ___________________________________
         _____________________________________




Lease Agreement - All Night Auto of Yukon, Inc. Page 19 of 21
                                              EXHIBIT A

                                              SITE PLAN


Lease Agreement - All Night Auto of Yukon, Inc. Page 20 of 21
                                                  Exhibit 10.15

                             REAL ESTATE SUB-SUBLEASE AGREEMENT

THIS AGREEMENT (the "Sub-Sublease") is made effective this 30th day of March, 2007, by and among
ELITE AUTOMOTIVE GROUP, LLC, an Oklahoma limited liability company ("Elite"), and MIDNIGHT
AUTO FRANCHISE CORP., a Michigan corporation ("Midnight").

                                                 WITNESSETH

WHEREAS, Oklahoma Lube Investments, L.L.C., has leased certain real property located in Oklahoma
County, Oklahoma as more particularly described in Exhibit "A" attached hereto and made a part hereof (the
"Property") to primary Lessor (the "Lessor"), Oklahoma Lube Associates, L.P., a Delaware limited partnership
pursuant to a Lease executed November 24, 1999;

WHEREAS, Elite has subleased the Property from Oklahoma Lube Associates, L.P., pursuant to a Real Estate
Sublease Agreement, dated February 14, 2003 (the "Sublease");

WHEREAS, the Elite desires to sub-sublease the Property to MAFC, and MAFC desires to sub-sublease the
Property from the Elite, upon the terms and conditions hereinafter described, and to acquire Option to Purchase
rights; and

NOW THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Elite and MAFC agree
as follows:

1. DEFINITIONS.

a. "Lease" means the lease between Oklahoma Lube Investments, LLC and Oklahoma Lube Associates, L.P.
executed on November 24, 1999.

b. "Lender" means Lasalle Bank National Association.

c. "Lessor" means Oklahoma Lube Investments, LLC.

2. SUB-SUBLEASE. Elite hereby leases the Property to MAFC.

3. ADDITIONAL TERMS. Except as provided by this Sublease, the terms from the Lease and the Sublease,
incorporated by reference hereto, are binding on MAFC.

4. SUBLEASE TERM. The term of this Sub-Sublease shall begin on the date hereof and shall continue until April
30, 2013, unless earlier terminated as provided herein (the "Sub-Sublease Term"). Upon the expiration of the
Sub-Sublease Term, this Sub-Sublease may be renewed or extended by MAFC for additional two (2)
consecutive five (5) year terms at the same rental price as the initial term. If MAFC desires to exercise its option
to renew or extend this

Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 1 of 5
Sub-Sublease, MAFC shall give Elite thirty (30) days advance written notice of its intention to renew or extend
this Sub-Sublease.

5. RENT. MAFC shall pay Elite for the use of the Property $[*] per month during the term of this Sub-Sublease
and for the additional two consecutive terms if MAFC elects to extend this initial Sub-Sublease.

6. TRIPLE NET LEASE. This Sub-Sublease is intended to be a triple net lease requiring MAFC to pay all
utilities, insurance on the Property and taxes, including ad valorem taxes, as provided in the Lease.

7. TITLE. No right, title or interest in the Property shall pass to the MAFC other than the right to possess, use
and enjoy the Property as provided herein during the Sub-Sublease Term.

8. USE OF THE PROPERTY. The MAFC may use the Property only for operation as an auto repair facility
operating under the name "All Night Auto", shall not commit any waste or environmental contamination of the
Property, and shall otherwise comply with all laws, rules and regulations relating to the Property.

9. BROKERAGE COMMISSION. [Intentionally deleted]

10. SECURITY DEPOSIT. Oklahoma Lube Associates, LP holds [*] dollars ($[*]) as a security deposit from
Elite Automotive Group, LLC pursuant to
Section 10 of the Elite Sublease. MAFC will reimburse Elite on the date hereof for the same amount. Elite shall
hold this security deposit under this Sub-Sublease, to guarantee the full performance of all provisions of this Sub-
Sublease, including but not limited to the payment of rent, taxes, insurance, maintenance, cleaning, and removal of
equipment and signs. An accounting will be made within thirty (30) days after the termination of this Sub-
Sublease.

11. CONSENT. This Sub-Sublease shall terminate at such time as MAFC obtains a sublease agreement from
Oklahoma Lube Associates, LP on terms acceptable to MAFC, and the parties obtain the Lender's consent to
such sublease. Elite and MAFC shall use their commercially reasonable efforts to obtain such sublease agreement
and consent as quickly as possible after the date hereof.

12. INSURANCE. MAFC shall obtain and maintain for the entire term of this Sub-Sublease, at its own expense,
insurance against loss or damage to the contents and other personal property located on the Property for such
amounts and for such coverage as MAFC may deem appropriate from time to time.

At all times during the term of this Sub-Sublease, MAFC, at its own cost and expense, will procure commercial
or comprehensive general liability insurance coverage in an amount of not less than One Million Dollars
($1,000,000.00) and in a form and issued by a company acceptable to Elite. Such insurance must be written on
an "occurrence" as opposed to a "claims made" basis. Within ten (10) days after execution of this Sub-Sublease,
MAFC shall furnish to

Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 2 of 5
Elite a certificate of the insurer showing such insurance to be in force and showing Elite as an additional named
insured on such policy and having a loss payable clause to both Elite and MAFC. Such certificate must also
evidence the issuer's agreement to provide Elite with written notice at least thirty (30) days in advance of any
cancellation, termination, amendment or modification to such insurance

13. ACCESS. During the Sub-Sublease Term, the MAFC shall allow Elite or its agents or employees access to
the Property at all reasonable times for the purpose of inspecting the Property and other purposes not
inconsistent with the terms of this Sub-Sublease.

14. SURRENDER OF PROPERTY AT SUB-SUBLEASE TERMINATION. MAFC shall, upon the
termination of this Sub-Sublease (unless termination is due to MAFC entering into a sublease agreement with
Oklahoma Lube Investments, LP), surrender the Property to Elite, in good condition, ordinary wear and tear
excepted.

15. MAINTENANCE OF IMPROVEMENTS. Subject to the conditions set forth above with respect to
alterations, MAFC shall, at MAFC's expense, maintain all improvements that may exist or hereafter be placed
upon the Property during the Sub-Sublease Term. In the event that any repair, alteration, change or other work
of any nature, structural or otherwise, is required to be performed during the Sub-Sublease Term pursuant to any
governmental regulation now in effect or hereafter enacted with respect to any improvements hereafter placed on
the Property, the entire expense thereof, regardless of when the same shall be incurred or become due, shall be
the liability of the MAFC, and in no event shall Elite be called upon to contribute thereto or to do any work or
pay for any work or material of any nature whatsoever on the Property.

16. NOTICES. Unless otherwise provided herein, all notices, requests, consents and demands shall be in writing
and shall be mailed to the respective addresses specified in the parties Asset Purchase Agreement of even date
herewith.

17. SIGNAGE. Elite agrees that MAFC shall have the right to install its registered trademark logo signage upon
the exterior of the premises, conditioned upon all details of the installation being submitted to Elite prior to
installation for approval, which approval will not be unreasonably withheld. All signage currently existing on the
Property is acceptable to Lessor and Elite. All such signage shall be at MAFC's expense and MAFC agrees that
upon removal of the signage from the building, MAFC will be responsible for repairing any damage caused by
such removal.

18. SATELLITE SYSTEM. Elite hereby grants to MAFC the right to install a satellite system upon the roof of
the property conditioned upon MAFC obtaining insurance coverage to cover any damage which might occur to
the property. MAFC agrees that it will be responsible for any damage caused by the installation, damage to, or
removal of the satellite system. Upon termination of this Sub-Sublease, at the request of Lessor, MAFC, at its
expense, shall remove the satellite system and restore the roof of the property to its original condition.

19. OPTION TO PURCHASE. Elite does hereby grant to MAFC an option to purchase the property at any
time during the term of this lease, or either of the two extensions provided for

Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 3 of 5
herein, at a price to be determined equal to the then outstanding balance of the note and mortgage owed to
Lender, including all prepayment penalties or other sums otherwise due under said note. This option is subject to
all the terms and conditions of the note and mortgage between Lessor and Lender, including but not limited to any
restrictions or prohibitions against prepayment. In the event such option is exercised, the parties shall enter into a
Purchase Agreement with the usual and reasonable provisions for sale of a commercial property.

20. MODIFICATION TO PREMISES. To the extent Elite can cause the Lessor under its Sublease to do so,
Elite will be responsible for making any modifications to the premises currently required by ADA for operation of
the facility for the use Elite currently uses the premises provided that Elite's responsibility for such modifications
shall not in any event exceed $10,000.00. Any modifications requested by MAFC shall be made in writing to
Elite no less than ten (10) days prior to the beginning of the Sublease Term, and in the event the requested
modifications will exceed $10,000.00, Elite shall have the right to terminate this agreement. Any additional
modifications required by ADA or any other agency shall be the responsibility of MAFC.

21. ENVIRONMENTAL STUDIES. MAFC shall have the right, but not the obligation, to cause to be
conducted environmental studies at its sole expense. To the extent permitted by the existing insurance company,
Elite will cause MAFC to be added to the existing environmental insurance policy as an additional insured. If the
addition of MAFC as an additional insured is not permitted, MAFC shall have the right to cancel this agreement.

22. WAIVER OF LIEN. Elite waives any right to place a lien on any of MAFC's personal or business property,
equipment or inventory or removable fixtures.

23. EASEMENTS. Elite agrees that it will not grant any easements to any part of the property which interfere
with the present use of the property without the written consent of MAFC.

24. WAIVER OF DAMAGES NOT APPLICABLE. Elite agrees that paragraph 33 of the primary lease shall
not be enforced by Elite against MAFC.

IN WITNESS WHEREOF, Elite, MAFC, and Lessor have executed this Sublease in multiple copies each of
which shall be deemed to be an original, the day and year first above written.

                                                      ELITE:

                                    ELITE AUTOMOTIVE GROUP, LLC.

                                    By: ______________________________
                                            Name: Stephen Stearman
                                              Title: Sole Manager

Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 4 of 5
              MAFC:                              MIDNIGHT AUTO FRANCHISE CORP.,
                                                 A Michigan corporation

                                                 By: ______________________________
                                                 Name: Nicholas Cocco
                                                 Title: President




Sub-Sublease Agreement Between Elite Automotive Group, LLC and MAFC Page 5 of 5
         Exhibit 10.16

         EXHIBIT C

     EMPLOYMENT AND
NON-COMPETITION AGREEMENT

      BY AND BETWEEN

    STEPHEN J. STEARMAN

            AND

MIDNIGHT HOLDINGS GROUP, INC
                                   EXHIBIT C

                            INDEX TO DEFINED TERMS

TERM                                                         SECTION REFERENCED

"Agreement" .............................................          Introduction

"Base Salary" ...........................................           Section 2.1

"Board" .................................................           Section 1.4

"Business" ..............................................           Section 3.2

"Company" ...............................................          Introduction

"Confidential Information" ..............................             Section 4

"Effective Date" ........................................          Introduction

"Employment Period" .....................................           Section 1.3

"Employee" ..............................................          Introduction

"Good Cause" ............................................           Section 1.4

"Good Reason" ...........................................           Section 1.5

"Initial Period" ........................................           Section 1.3

"Permitted Investments" .................................           Section 3.2

"Purchase Agreement" ....................................   Preliminary Recitals

"Restricted Period" .....................................           Section 3.2

"Restrictive Covenants" .................................             Section 7

Termination Without Cause Pursuant to a Merger ..........           Section 2.4

"Territory" .............................................           Section 3.2

"Total Disability" ......................................           Section 1.4




                                       i
                                                   EXHIBIT C

                                                EMPLOYMENT

                                AND NON-COMPETITION AGREEMENT

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement"), is made and entered
into on March 30, 2007 (the "Effective Date"), by and between MIDNIGHT HOLDINGS GROUP, INC., a
Delaware corporation, and its subsidiaries and affiliates whether in existence or to be formed (collectively, the
"Company"), and STEPHEN J. STEARMAN (the "Employee").

                                        PRELIMINARY RECITALS:

A. WHEREAS, on the Effective Date, All Night Auto of Oklahoma, Inc., a Michigan corporation wholly owned
by the Midnight Holdings Group, Inc., and Elite Automotive Group, LLC, an Oklahoma limited liability company
of which the Employee is the majority owner, entered into an Asset Purchase Agreement (the "Purchase
Agreement"), and

B. WHEREAS, in conjunction with the transaction evidenced by the Purchase Agreement the Company wishes
to employ the Employee as its Director of Southwest and West Coast Operations and the Employee wishes to
become employed with the Company in that capacity.

NOW, THEREFORE, in consideration of the premises and mutual covenants of the parties hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

1. EMPLOYMENT.

1.1 ENGAGEMENT OF EMPLOYEE. The Company agrees to employ the Employee and the Employee
agrees to accept employment as the Director of Southwest and West Coast Operations of the Company, all in
accordance with the terms and conditions of this Agreement.

1.2 DUTIES AND POWERS. During the Employment Period, the Employee will serve as the Company's
Director of Southwest and West Coast Operations, reporting directly to the Director of Sales and Marketing and
will have such responsibilities, duties and authorities, and will render the services set forth on Exhibit A to this
Agreement and such other services of an executive and administrative character (consistent with the duties set
forth on Exhibit A) as the Company's Director of Sales and Marketing shall from time to time direct.

The Employee shall devote his best efforts, energies and abilities and his full business time, skill and attention
(except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and
affairs of the Company. The Employee acknowledges that his duties and responsibilities will require his full-time
business efforts and agrees that during the Employment Period he will not engage in any other business activity or
have any business pursuits or interests which materially interfere or conflict with the performance of the
Employee's duties hereunder, provided, that nothing in this Section 1.2 shall be deemed to prohibit the Employee
from making Permitted Investments. The Employee's principal business office will be located in the Oklahoma
City metropolitan area. Unless otherwise agreed by the Employee, the Employee will not be required to spend
more than fifty percent (50%) of his time outside the State of Oklahoma.

Employment Agreement - Stephen J. Stearman page 1 of 19
                                                   EXHIBIT C

1.3 EMPLOYMENT PERIOD. The Employee's employment under this Agreement shall begin on the Effective
Date and shall continue through and until the second anniversary of the Effective Date (the "Initial Period") unless
extended as provided in this Section 1.3. This Agreement shall be automatically extended for additional
consecutive one (1) year periods ("Renewal Periods") unless either party delivers to the other party written notice
of such party's election not to renew this Agreement at least ninety (90) days prior to the expiration of the Initial
Period or any Renewal Periods. The Initial Period and the Renewal Periods are hereinafter referred to
collectively as the "Employment Period." Notwithstanding anything to the contrary contained herein, the
Employment Period is subject to termination pursuant to Section 1.4 and Section 1.5 below.

1.4 TERMINATION BY THE COMPANY. The Company has the right to terminate Employee's employment
under this Agreement, by notice to Employee in writing, (i) at any time for Good Cause (as hereinafter defined),
(ii) at any time after the Initial Period without Good Cause for any or no reason, (iii) at any time due to the death
or Total Disability (as hereinafter defined) of the Employee, and/or (iv) at any time Without Cause Pursuant To A
Merger. Any such termination shall be effective upon the date of service of such notice pursuant to Section 13.
As used herein, "Good Cause" means the occurrence of any of the following events:

(a) conviction of a felony;

(b) willful and serious misconduct;

(c) the unapproved or inappropriate disclosure of any confidential company information to persons either internal
or external of the Company;

(d) failure to satisfactorily perform the duties of the Employee's position as measured and established by the
Company's Director of Sales and Marketing (consistent with Exhibit A), which failure is not cured within fifteen
(15) Business Days of written notice from the Company to the Employee; or

(e) a breach by the Employee of this Agreement or by the Employee or his affiliates of the Purchase Agreement
or any other agreement referenced in, or related to, this Agreement or the Purchase Agreement, which breach is
not cured within fifteen (15) Business Days after written notice is given by the Company or a successor in
interest.

The Employee shall be deemed to have a "Total Disability" for purposes of this Agreement if he is unable to
perform, by reason of physical or mental incapacity, his duties or obligations under this Agreement, for a total
period of ninety (90) consecutive days or one hundred twenty (120) cumulative days in any three hundred sixty
(360) day period and such incapacity is continuing on the date of notice of termination. The Company's Board of
Directors (the "Board") shall determine, according to the facts then available and based upon the opinion
provided to the Board by the Employee's personal physician, whether and when the Total Disability of the
Employee has occurred. Such determination shall not be arbitrary or unreasonable.

Employment Agreement - Stephen J. Stearman page 2 of 19
                                                   EXHIBIT C

1.5 TERMINATION BY EMPLOYEE. The Employee has the right to terminate his employment under this
Agreement upon ninety (90) days prior written notice to the Company. Although the Employee may terminate his
employment for any reason, including any salary reduction (whether or not shared by other similar Company
employees), or any requirement by the Company that the Employee spend any more than fifty percent (50%) of
his time outside the State of Oklahoma), the Employee shall be deemed to have terminated his employment for
"Good Reason" ONLY if the Company engages in any of the following actions (which action continues for more
than fifteen (15) Business Days after written notice is given by the Employee to the Company that the Employee
considers the action to constitute Good Reason to terminate employment under this Employment Agreement).
The following actions by the Company (and ONLY the following actions) shall be deemed to constitute Good
Reason:

(a) materially reduces or decreases the Employee's salary from the level and effect on the date hereof without
equally adjusting other employee salaries (for example, a salary decrease adjustment for all employees at an equal
level to the Employee in the Company of any equal percentage of their base salary will not be a Good Reason);

(b) fails to include the Employee in any incentive compensation plans, bonus plans or other plans and benefits
provided by the Company to other employees of equal level in the Company;

(c) materially reduces, decreases or diminishes the nature, status or duties and responsibilities of the Employee's
position with the Company in effect on the date hereof and such reduction, decrease or diminution is not
reasonably related to or the result of an adverse change in the Employee's performance of assigned duties and
responsibilities; and

(d) a breach by the Company or a successor in interest of the Company of this Agreement, the Purchase
Agreement, or any other agreement referenced in, or related to, this Agreement or the Purchase Agreement,
which breach is not cured within fifteen (15) Business Days after written notice is given by the Employee.

2. COMPENSATION AND BENEFITS.

2.1 BASE COMPENSATION. During the Employment Period, the Company will pay the Employee an annual
salary of ONE HUNDRED TEN THOUSAND DOLLARS ($110,000)(the "Base Salary"), payable in equal
installments and in accordance with the Company's regular payroll policy for salaried employees, but in no event
shall these installments be paid to employee less frequently than monthly (as of the date hereof, the Company
pays payroll twice a month on the 15th day and the last day of each month).. The Employee's Base Salary shall
be subject to review annually by the Company's Board of Directors and may be increased (but not decreased).
In any event the Employee's Base Salary will be increased for cost of living adjustments of two percent (2%) of
the Employee's Base Salary during the second and each of the following years of employment.

2.2 BONUS COMPENSATION. In addition to his Base Salary, during the Employment Period, Employee will
be paid bonuses ("Bonus Compensation") when specific operational criteria are met. These include: retail and
service center sales and operations meeting or exceeding expectations; corporate infrastructure and
vendor/supplier programs meeting or

Employment Agreement - Stephen J. Stearman page 3 of 19
                                                   EXHIBIT C

exceeding expectations; employee and team member performance meeting and exceeding expectations. Bonuses
will be paid, at the option of the Employee, in the form of U.S. Dollars or cashless warrants or both U.S. Dollars
and cashless warrants. The strike price of any issued warrants shall be based upon the average closing price of
the Company's stock during the 6-month period immediately prior to the award. In no case shall the strike price
be below $0.08 per share. A copy of the form of the cashless warrant will be attached as Exhibit B to the
Employment Agreement. During the Employment Period, the Employee's annual bonus structure shall be as
follows:

(a). If all service centers and retail stores within the Employee's region meet or exceed operational expectations,
the Executive will receive a cash award of $15,000 or cashless warrants that are equivalent to $15,000; and

(b). If all corporate infrastructure and vendor/supplier programs meet or exceed the prescribed expectations, the
Employee will receive an additional cash award of $10,000 or cashless warrants that are equivalent to $10,000;
and

(c). If all employee and team member programs for performance and measurement meet or exceed expectations,
the Employee will receive an additional cash award of $5,000 or cashless warrants that are equivalent to $5,000.

For the fiscal year ending December 31, 2007, the expectations upon which the Executive's Bonus
Compensation will be based are set forth on Exhibit C to this Agreement.

2.3 STOCK GRANT. The Company hereby grants the Employee one million (1,000,000) shares of the
Company's restricted common stock (the "Restricted Stock"). The Employee will become fully vested with
respect to the Restricted Stock on the second anniversary of the Effective Date of this Employment Agreement,
provided that the Employee continuously serves as an employee of the Company during that period.
Notwithstanding the foregoing, if the Employee's employment is terminated by the Company for other than "Good
Cause" or if the Employee terminates his employment with the Company for Good Reason, the Restricted Stock
shall immediately vest. Possession and enjoyment of the Restricted Stock shall be otherwise subject to the
Restricted Stock Award Agreement attached as Exhibit D to this Agreement and shall also be subject to a
Registration Rights Agreement attached as set Exhibit E to this Agreement.

2.4 COMPENSATION AFTER TERMINATION.

(a) If the Employment Period is terminated (i) by the Company for Good Cause, (ii) by the Employee upon
proper notice, or (iii) upon expiration of the Employment Period, then the Company shall have no further
obligations hereunder or otherwise with respect to the Employee's employment from and after the termination or
expiration date (except payment of the Employee's Base Salary accrued through the date of termination or
expiration and any other accrued and unpaid benefits, if any), and the Company shall continue to have all other
rights available hereunder (including without limitation, all rights under Section 3 at law or in equity).

Employment Agreement - Stephen J. Stearman page 4 of 19
                                                   EXHIBIT C

(b) If the Employment Period is terminated by the Company without Good Cause, or by the Employee for Good
Reason, the Employee shall be entitled to receive:

(i) the Employee's Base Salary for the remainder of the Employment Period (or if the termination occurs during
any Renewal Period, then for a period of six (6) months after the effective date of the termination) to be paid in
the same manner as if the Employee had remained employed with the Company;

(ii) an amount equal to the pro rata portion (based upon a 365 day year) of the Bonus Compensation which the
Employee would have received, if any, to be paid in a lump sum to the Employee within thirty (30) days of the
termination unless otherwise requested by the Employee;

(iii) the Employee's healthcare benefits for the remainder of the Employment Period (or, if the termination occurs
during any Renewal Period, then for a period of six (6) months after the effective date of the termination) to be
maintained in the same manner as if the Employee had remained employed with the Company; and

(iv) the Restricted Stock, which shall be immediately vested.

(c) If the Employment Period is terminated by reason of the Employee's death or Total Disability, the Employee
shall be entitled to receive the Employee's Base Salary accrued through the date of death or Total Disability and
any other accrued and unpaid benefits.

(d) If the Employment Period is terminated by the Company by reason of a Termination Without Cause Pursuant
to Merger (as hereinafter defined), the Employee shall be entitled to receive:

(i) the Employee's Base Salary for the remainder of the Employment Period (or if the termination occurs during
any Renewal Period, then for a period of six (6) months after the effective date of the termination) to be paid in a
lump sum to the Employee within thirty (30) days of termination unless otherwise requested by the Employee;

(ii) An amount equal to the pro rata portion (based upon a 365 day year) of the Bonus Compensation which the
Employee would have received, if any, to be paid in a lump sum to the Employee within thirty (30) days of the
termination unless otherwise requested by the Employee;

Employment Agreement - Stephen J. Stearman page 5 of 19
                                                     EXHIBIT C

(iii) the Employee's healthcare benefits for the remainder of the Employment Period (or, if the termination occurs
during any Renewal Period, then for a period of six (6) months after the effective date of the termination) to be
maintained in the same manner as if the Employee had remained employed with the Company; and

(iv) The Restricted Stock, which shall be immediately vested.

"Termination Without Cause Pursuant to Merger" means a termination of the Employee's employment with the
Company as a result of a transaction or series of related transactions in which (i) immediately following the
transaction more than eighty (80%) percent of the voting stock of the Company is transferred or issued to, or
acquired by, persons or entities who are neither the current holders (nor any of their affiliates) of voting stock of
the Company as of the Effective Date, (ii) there is a sale or other disposition of all or substantially all of the assets
of the Company other than to an affiliate of the Company, or (ii) the separate existence of the Company ceases.

(e) Except as set forth in this Section 2.4, the Company shall have no other obligations hereunder or otherwise
with respect to the Employee's employment from and after the termination or expiration date, and the Company
shall continue to have all other rights available hereunder (including, without limitation, all rights under Section 3 at
law or in equity).

2.5 REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall reimburse the Employee for all
reasonable, ordinary and necessary travel, entertainment, meal, lodging and other expenses incurred by him on
behalf of the Company during the term of his employment. The Employee shall provide the Director of Sales and
Marketing with itemized accounts, receipts, and other documentation for expenses for which he seeks
reimbursement, as reasonably required by the Company.

2.6 TAXES, ETC. All compensation payable to the Employee hereunder is stated in gross amount and shall be
subject to all applicable withholding taxes, other normal payroll deductions and any other amounts required by
law to be withheld.

2.7 VACATION. In addition to any posted national, religious or local holidays observed by the Company,
during with the calendar year ending December 31, 2007 and during each calendar year thereafter during the
Employment Period, the Employee shall be entitled to 18 Business Days of paid vacation per year to be
scheduled after consultation with the Company's Director of Sales and Marketing and in view of the needs of the
Company for the Employee's services at the requested time. Unused vacation time shall not be carried over to
subsequent years.

2.8 EMPLOYEE BENEFIT PLANS. The Employee will be entitled to enroll and participate in any and all
pension, 401(k), retirement, life, health insurance and other employee benefit plans and arrangements the
Company provides its employees including, but not limited to, medical, dental and vision insurance coverage for
the Employee and his family and any life insurance, stock option and retirement plans and arrangements. The
premiums, costs and

Employment Agreement - Stephen J. Stearman page 6 of 19
                                                   EXHIBIT C

expenses for any such benefit plans will be paid by the Company. Company acquired and paid health care
insurance premiums for the Employee, his spouse and his immediate dependent family members under age 18 1/2
or those who qualify under state and federal laws as offered from time to time under the Company's regular
benefit plan,

3. COVENANT NOT TO COMPETE; CONFLICTS OF INTEREST; INVENTIONS.

3.1 EMPLOYEE'S ACKNOWLEDGMENT. The Employee agrees and acknowledges that in order to assure
the Company that it will retain its value and that of the Company's business as a going concern, it is necessary that
Employee undertake not to use his special knowledge of the Company's business and his relationships with
customers and suppliers to compete with the Company in the manner prohibited hereby. The Employee further
acknowledges that:

(a) as of the Effective Date, the Company is engaged in the business of the sale of automotive aftermarket
accessories and other automotive related items at retail, the distribution of parts and automotive service center
support services, and the management and operation of automotive service centers;

(b) during the period of the Employee's employment under this Agreement, the Employee may become familiar
with the Company's trade secrets and with other proprietary and confidential information concerning the
Company and the Company's business;

(c) the agreements and covenants contained in this Section 3 are essential to protect the Company and the
goodwill of the Company's business; and

(d) the Employee's employment with the Company has special, unique and extraordinary value to the Company
and the Company would be irreparably damaged if the Employee were to provide services to any person or
entity in violation of the provisions of this Agreement.

3.2 NON-COMPETE. The Employee hereby agrees that for a period commencing on the Effective Date and
ending one (1) year following the termination of his employment with the Company (the "Restricted Period"), he
will not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other
individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any
manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm,
corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns,
invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes
to engage the automotive repair business, or the sale of automotive aftermarket parts or accessories (the
"Business") and which conducts (or proposes to conduct) business anywhere within a 10 mile radius around any
retail store or automotive service center operated, franchised, or supplied by the Company or its affiliates (or
potential retail store or automotive service center locations which the Company plans to open, build, operate,
franchise or supply as of the date of the Employee's termination of employment if the Company has taken more
than one affirmative act in effecting such plans) (the "Territory"); PROVIDED, HOWEVER, that nothing
contained herein shall be construed to prevent the

Employment Agreement - Stephen J. Stearman page 7 of 19
                                                   EXHIBIT C

Employee from investing in the stock or other securities of any competing corporation or entity listed on a national
securities exchange or traded in the over-the-counter market, but only if the Employee is not actively involved in
the business of said corporation or entity and if the Employee and his associates (as such term is defined in
Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the Effective Date ),
collectively, do not own more than an aggregate of five (5%) percent of the stock of such corporation ("Permitted
Investments").

3.3 BLUE-PENCIL. If any court of competent jurisdiction shall at any time deem the Restricted Period too long,
the scope or the Business too broad, or the Territory too extensive, the other provisions of this Section 3 shall
nevertheless stand, the Restricted Period shall be deemed to be the longest period permissible by law under the
circumstances, the scope of the Business shall be deemed to be the broadest scope permissible by law under the
circumstances and the Territory shall be deemed to comprise the largest territory permissible by law under the
circumstances. The court in each case shall reduce the Restricted Period, scope and/or Territory to permissible
duration or size.

3.4 CONFLICTS OF INTEREST. While employed by the Company, the Employee shall not, directly or
indirectly, unless approved in writing by the Company which approval may be granted or withheld in its sole
discretion:

(a) participate in any way in the benefits of transactions between the Company and its suppliers or customers or
have personal financial transactions with any of the Company's suppliers or customers, including, without
limitation, having a financial interest in the Company's suppliers or customers, or making loans to, or receiving
loans from, the Company's suppliers or customers;

(b) realize the personal gain or advantage from a transaction in which the Company has an interest or use
information obtained in connection with the Employee's employment with the Company for the Employee's
personal advantage or gain; or

(c) accept any offer to serve as an officer, director, partner, consultant, agent or manager with, or to be
employed in a technical or sales capacity by, a person or entity which does business with the Company.

3.5 INVENTIONS.

(a) The Employee agrees that all inventions, discoveries, improvements and patentable or copyrightable works
("INVENTIONS") initiated, conceived or made by him, either alone or in conjunction with others, during the
Employment Period shall be the sole property of the Company to the maximum extent permitted by applicable
law and, to the extent permitted by law, shall be "works made for hire" as that term is defined in the United States
Copyright Act (17 U.S.C.A.,
Section 101). The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other
intellectual property or other rights in connection therewith. The Employee hereby assigns to the Company all
right, title and interest he may have or acquire in all such Inventions; provided, however, that the Company may in
its sole discretion agree to

Employment Agreement - Stephen J. Stearman page 8 of 19
                                                   EXHIBIT C

waive the Company's rights pursuant to this Section 3.5 with respect to any Invention that is not directly or
indirectly related to the Company's business.

The Employee further agrees to assist the Company in every proper way (but at the Company's expense) to
obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all
countries, and to that end the Employee will execute all documents necessary:

(i) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters
patent, copyrights or other analogous protection in any country throughout the world and when so obtained or
vested to renew and restore the same; and

(ii) to defend any opposition proceedings in respect of such applications and any opposition proceedings or
petitions or applications for revocation of such letters patent, copyright or other analogous protection.

(b) The Employee acknowledges that while performing the services under this Agreement the Employee may
locate, identify and/or evaluate patented or patentable inventions having commercial potential in the fields of
automotive repair or retail sales of automotive aftermarket products and other fields which may be of potential
interest to the Company or one of its affiliates (the "THIRD PARTY INVENTIONS"). The Employee
understands, acknowledges and agrees that all rights to, interests in or opportunities regarding, all Third-Party
Inventions identified by the Company, any of its affiliates or either of the foregoing persons' officers, directors,
employees (including the Employee), agents or consultants during the Employment Period shall be and remain the
sole and exclusive property of the Company or such affiliate and the Employee shall have no rights whatsoever to
such Third-Party Inventions and will not pursue for himself or for others any transaction relating to the Third-
Party Inventions which is not on behalf of the Company unless the Company has expressly abandoned its interest
in such Third Party Inventions in writing.

(c) The Employee agrees that he will promptly disclose to the Company, or any persons designated by the
Company, all improvements, Inventions made or conceived or reduced to practice, either alone or jointly with
others, during the Employment Period.

4. CONFIDENTIAL INFORMATION. During the Restricted Period, the Employee shall keep secret and
retain in strictest confidence, and shall not, without the prior written consent of the Company, furnish, make
available or disclose to any third party or use for the benefit of himself or any third party, any Confidential
Information, except as may be necessary to carry out his duties hereunder or as may legally be required. As used
in this Section 4, "Confidential Information" shall mean any information relating to the business or affairs of the
Company or the Business, including, but not limited to, information relating to financial statements, customer
identities, potential customers, employees, suppliers, servicing methods, equipment, programs, strategies and
information, analyses, profit margins or other proprietary information used by the Company in connection with the
Business; provided, however, that Confidential Information shall not include any information which is in the public
domain or becomes known in the

Employment Agreement - Stephen J. Stearman page 9 of 19
                                                  EXHIBIT C

industry through no wrongful act on the part of the Employee. The Employee acknowledges that the Confidential
Information is vital, sensitive, confidential and proprietary to the Company.

5. INTERFERENCE WITH RELATIONSHIPS. During the Restricted Period, the Employee shall not, directly
or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or
representative capacity: (i) without the prior written consent of the Company, employ or engage, recruit or solicit
for employment or engagement, any person who is (or was within six months of the date such employment,
engagement or solicitation commences or occurs, as the case may be) employed or engaged by the Company, or
otherwise seek to influence or alter any such person's relationship with the Company, or (ii) solicit or encourage
any present or future customer or supplier of the Company to terminate or otherwise alter his, her or its
relationship with the Company.

6. EFFECT ON TERMINATION. If the Company or the Employee should terminate the Employee's
employment pursuant to Section 1 above for any reason, then, notwithstanding such termination, those provisions
contained in Section 2.3, 2.4, 3, 4, 5, 6,7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 hereof shall remain in full force
and effect for the duration of the Restricted Period.

7. REMEDIES. The Employee acknowledges and agrees that the covenants set forth in Section 3, 4, and 5 of
this Agreement (collectively, the "Restrictive Covenants") are reasonable and necessary for the protection of the
Company's business interests, that irreparable injury will result to the Company if the Employee breaches any of
the terms of the Restrictive Covenants, and that in the event of the Employee's actual or threatened breach of any
of the Restrictive Covenants, the Company will have no adequate remedy at law. The Employee accordingly
agrees that in the event of any actual or threatened breach by him of any of the Restrictive Covenants, the
Company shall be entitled to seek immediate temporary injunctive and other equitable relief, without the necessity
of showing actual monetary damages, subject to hearing as soon thereafter as possible. Nothing contained herein
shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of any damages which it is able to prove. In the event of a breach by
the Company hereunder, the Employee shall be entitled to pursue all remedies available to him, whether at law or
in equity (including specific performance), any and all of which may be cumulative and which are not exclusive.

8. INCOME TAX TREATMENT. The Employee and the Company acknowledge that it is the intention of the
Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for
income tax purposes. The Employee agrees and represents that he will treat all amounts paid hereunder as
ordinary income for income tax purposes, and should he report such amounts as other than ordinary income for
income tax purposes, he will indemnify and hold the Company harmless from and against any and all taxes,
penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are
incurred by Company directly or indirectly as a result thereof.

9. ASSIGNMENT. Neither party to this Agreement may assign or delegate any of its rights or obligations
hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Company may
merge with another entity and such transaction shall not be deemed to be an "assignment" by the Company of its
rights or obligations under this Agreement. All covenants and agreements contained in this Agreement by

Employment Agreement - Stephen J. Stearman page 10 of 19
                                                     EXHIBIT C

or on behalf of either of the parties hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. Except as otherwise expressly provided herein, nothing
herein is intended to confer upon any person other than the parties and their respective successors and permitted
assigns, any rights or remedies whatsoever.

10. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

11. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same Agreement.

12. DESCRIPTIVE HEADINGS: INTERPRETATION. The descriptive headings in this Agreement are
inserted for convenience of reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement. The use of the word "including" in this Agreement shall be by way of example
rather than by limitation.

13. NOTICES. All notices, demands or other communications to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered
personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid) or
mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iii)
transmitted by telecopy to the recipient with a confirmation copy to follow the next day to be delivered by
overnight carrier. Such notices, demands and other communications shall be sent to the addresses indicated
below:

(a) If to Employee:

                                                Stephen J. Stearman

                                                12800 SW 58th Street

                                                 Mustang, OK 73179

(b) If to the Company:

                                          Midnight Holdings Group, Inc.

                                             22600 Hall Road, Suite 205

                                            Clinton Township, MI 48036

                               Attn: Nicholas Cocco, Chairman, President and CEO

or to such other address or to the attention of such other person as the recipient party has specified by prior
written notice to the sending party. Date of service of such notice shall be (w) the date such notice is personally
delivered, (x) three days after the date of mailing if sent by certified or registered mail, (y) one day after the date
of delivery to the overnight courier if sent by overnight courier or (z) the next business day after the date of
transmittal by telecopy.

14. PREAMBLE; PRELIMINARY RECITALS. The Preliminary Recitals set forth in the Preamble hereto are
hereby incorporated and made part of this Agreement.

Employment Agreement - Stephen J. Stearman page 11 of 19
                                                 EXHIBIT C

15. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein, this Agreement sets forth the entire
understanding of the parties, and supersedes and preempts all prior oral or written understandings and
agreements, with respect to the subject matter hereof.

16. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the
laws of the State of Michigan, without giving effect to provisions thereof regarding conflict of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

                                 MIDNIGHT HOLDINGS GROUP, INC.

                             By: ______________________________________
                                   Nicholas A. Cocco, Chairman, President
                                                 and CEO


                                         STEPHEN J. STEARMAN

Employment Agreement - Stephen J. Stearman page 12 of 19
                                                    EXHIBIT C

                                                    EXHIBIT A

                                   JOB DUTIES AND RESPONSIBILITIES

Director of Southwest and West Coast Operations

Job duties and responsibilities:

Reporting to the Director of Marketing and Sales for the Company, the Employee shall assist the Manager of
Area Development/New Business Development Manager, or such other person as directed by the Company in
determining acceptable locations for All Night Auto Service ("ANA") centers within the Southwest and West
Coast Region (defined below) of the Company. Such duties may include:

o Researching and identifying operational areas and assist with determining the best locations within the market
areas targeted by the Company.

o Assist Company team members in securing facilities, negotiating leases and coordinates leasehold
improvements.

o Assist in the oversight of any construction projects within the region as required.

o Assist in new facility preparations for operations including proper equipment and installation, infrastructure
(computers, telephones, security etc.), Set up needed accounts, such as parts, telephone, uniforms, cleaning
supplies, bulk oil, machine shops, towing companies etc and obtaining required licensing and permits.

o Assist in the recruitment, employment, training and on-going development All Night Auto team members.

o Assist in the development and implementation of new location marketing and on-going marketing initiatives.

o Responsible for all project and program management including service, sales and marketing activities within the
region until such time as the region is developed and can financially support separate project management teams.

Southwest and West Coast Region is defined as the following 10-states:
California, Arizona, New Mexico, Nevada, Utah, Colorado, Oklahoma, Texas, Kansas and Missouri.

Employment Agreement - Stephen J. Stearman page 13 of 19
                                             EXHIBIT C

                                             EXHIBIT B

                                FORM OF CASHLESS WARRANT

Employment Agreement - Stephen J. Stearman page 14 of 19
                                             EXHIBIT C

                                             EXHIBIT C

             FISCAL YEAR ENDED DECEMBER 31, 2007 BONUS EXPECTATIONS

Employment Agreement - Stephen J. Stearman page 15 of 19
                                             EXHIBIT C

                                            EXHIBIT D

                          RESTRICTED STOCK AWARD AGREEMENT

Employment Agreement - Stephen J. Stearman page 16 of 19
                                             EXHIBIT C

                                             EXHIBIT E

                             REGISTRATION RIGHTS AGREEMENT

Employment Agreement - Stephen J. Stearman page 17 of 19
                                                   Exhibit 10.17

                                 MIDNIGHT HOLDINGS GROUP, INC.
                              RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made as of March 30, 2007 (the
"Effective Date"), by and between MIDNIGHT HOLDINGS GROUP, INC., a Delaware corporation (the
"Company"), and STEPHEN J. STEARMAN ("Stearman").

                                                   RECITALS

A. Concurrently herewith the Company and Stearman are entering into an Employment Agreement (the
"Employment Agreement") providing for the grant by the Company to Stearman of 1,000,000 shares of restricted
common stock of the Company, par value $.00005 per share (the "Common Stock");

B. The shares of Common Stock to be granted to Stearman will be subject to certain restrictions on transfer and
other terms and conditions; and

C. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Employment
Agreement.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and promises
hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

1. GRANT OF STOCK. Concurrently with the execution and delivery of this Agreement, the Company shall
cause its transfer agent to issue and deliver to Stearman a stock certificate in his name for 1,000,000 shares (the
"Shares") of Common Stock pursuant to the Employment Agreement (the "Certificate"). The Shares and the
Certificate shall be subject to all the terms, conditions and restrictions set forth in this Agreement. In the event
Stearman is not in possession of the Certificate by 5:00 p.m. Central Time on Monday, April 9, 2007, the
Company and its affiliates and subsidiaries shall be in breach of the Employment Agreement, the Asset Purchase
Agreement entered into by the parties on March 30, 2007 (the "Asset Purchase Agreement") and any exhibits
thereto, and the Additional Agreements, as that term is defined in the Asset Purchase Agreement

2. VESTING AND COMPANY'S RIGHT OF REPURCHASE. The Shares shall become fully vested upon the
second anniversary of the date hereof, provided that Stearman has continuously served as an employee of the
Company or its affiliates during such two year period. Notwithstanding the foregoing, if the Stearman's
employment is terminated by the Company for other than "Good Cause" or if the Stearman terminates his
employment with the Company for Good Reason, the Shares shall immediately vest. If Stearman's employment is
terminated prior to such second anniversary by the Company for Good Cause, or by Stearman for other than
Good Reason, then the Company shall have the

2169961

Restricted Stock Agreement Page 1 of 4
right to repurchase all such Shares for an aggregate purchase price for all Shares of One Dollar ($1.00).

3. EMPLOYMENT AGREEMENT. The Shares are subject to all of the terms and provisions of the
Employment Agreement. In the event of any conflict between the terms of this Agreement and the Employment
Agreement, the terms of this Agreement shall control.

4. SHARES RECEIVED IN CERTAIN CORPORATE TRANSACTIONS. The terms of this Agreement shall
apply to any stock or securities received by Stearman in exchange for the Shares pursuant to a plan of merger,
consolidation, recapitalization or reorganization of the Company. The terms of this Agreement shall also apply to
any security received as a result of a stock split or stock dividend with respect to the Shares, and such securities
shall become Shares pursuant to the terms of this Agreement.

5. STOCK LEGEND. The Company and Stearman agree that all certificates representing all Shares that at any
time are subject to the provisions of this Agreement will have endorsed upon them in bold-faced type a legend in
substantially the following form:

RESTRICTIONS ON THE OWNERSHIP RIGHTS OF THE STOCK REPRESENTED BY THIS
CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO A RESTRICTED STOCK AWARD
AGREEMENT DATED MARCH 30, 2007. A COPY OF THE RESTRICTED STOCK AWARD
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY
THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A
WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH COPY.

6. NOTICES. Any notice required to be given hereunder will be deemed to be duly given on the date of delivery
if delivered in person or on the date of mailing if mailed by registered or certified mail, postage prepaid, return
receipt requested, to the party or parties that are to receive such notice at the addresses indicated on the
Company's books and records. The address of Stearman or the Company may be changed only by giving written
notice to the other party of such change of address.

7. TAXES. To the extent the lapse of restrictions results in the receipt of compensation by Stearman for tax
purposes, the Company shall withhold from any cash compensation then or thereafter payable to Stearman any
tax required to be withheld by reason thereof. To the extent the Company determines that such cash
compensation is or may be insufficient to fully satisfy such withholding requirement, Stearman shall deliver to the
Company cash in an amount determined by the Company to be sufficient to satisfy any such withholding
requirement. If Stearman makes the election authorized by Section 83(b) of the Internal Revenue Code of 1986,
as amended, Stearman shall submit to the Company a copy of the statement filed by Stearman to make such
election.

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Restricted Stock Agreement Page 2 of 4
8. ENTIRE AGREEMENT; COUNTERPARTS. This Agreement contains the entire understanding between the
parties concerning the subject contained in this Agreement, provided that the Shares are also subject to certain
restrictions on transfer and other conditions contained in the Employment Agreement. Except for such
Agreement, there are no representations, agreements, arrangements, or understandings, oral or written, between
or among the parties hereto, relating to the subject matter of this Agreement, that are not fully expressed herein.
This Agreement may be signed in one or more counterparts, all of which shall be considered one and the same
agreement.

9. TERM. This Agreement will terminate upon the earlier of (a) the agreement of the Company and Stearman to
terminate this Agreement, or (b) thirty days following the second anniversary of the Effective Date.

10. FURTHER ASSURANCES. Each party to this Agreement agrees to perform all further acts and to execute
and deliver all further documents as may be reasonably necessary to carry out the intent of this Agreement.

11. SEVERABILITY. In the event that any of the provisions, or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, will not be affected, and such unenforceable provisions shall be automatically
replaced by a provision as similar in terms as may be valid and enforceable.

12. CONSTRUCTION. Whenever used in this Agreement, the singular number will include the plural, and the
plural number will include the singular, and the masculine or neuter gender shall include the masculine, feminine, or
neuter gender. The headings of the Sections of this Agreement have been inserted for purposes of convenience
and shall not be used for interpretive purposes.

13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.

14. SUCCESSORS. The provisions of this Agreement will benefit and will be binding upon the assigns,
successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto.

15. SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges and agrees that in the event of any
breach of this Agreement, the nonbreaching parties would be irreparably harmed and could not be made whole
by monetary damages. Each of the parties hereto accordingly agrees to waive the defense in any action for
injunction or specific performance that a remedy at law would be adequate and that the parties hereto, in addition
to any other remedy to which they may be entitled at law or in equity, shall be entitled to an injunction or to
compel specific performance of this Agreement.

16. AMENDMENT. This Agreement may only be amended by the written consent of both of the parties to this
Agreement at the time of such amendment.

2169961

Restricted Stock Agreement Page 3 of 4
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Effective Date.

STEARMAN:



STEPHEN J. STEARMAN

COMPANY:

MIDNIGHT HOLDINGS GROUP, INC., A
DELAWARE CORPORATION

By: _________________________________
Nicholas A. Cocco, Chairman, President and CEO

2169961

Restricted Stock Agreement Page 4 of 4
                                                   Exhibit 10.18

                                 REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of March 30, 2007, by and
between MIDNIGHT HOLDINGS GROUP, INC., a Delaware corporation (the "Company"), and STEPHEN
J. STEARMAN ("Stearman").

                                                    RECITALS

A. Concurrently herewith the Company and Stearman are entering into an Employment Agreement (the
"Employment Agreement") providing for the grant by the Company to Stearman of 1,000,000 shares of restricted
common stock of the Company, par value $.00005 per share (the "Common Stock").

B. The Company wishes to grant Registration Rights to Stearman with respect to the Shares on the terms
contained herein.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and promises
hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following respective
meanings:

(a) "COMMISSION" means the Securities and Exchange Commission, or any other Federal agency at the time
administering the Securities Act.

(b) "EQUITY SECURITY" shall have the meaning ascribed to such term in the rules and regulations of the
Commission issued under the Securities Act (but also shall include, without limiting the foregoing, the units of
membership interest in the Company).

(c) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any similar Federal
statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to
time, be in effect.

(d) "REGISTRATION STATEMENT" means a registration statement filed by the Company with the
Commission for a public offering and sale of securities of the Company (other than a registration statement on
Form S-8 or its successor, or any other similar form, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another corporation).

(e) "REGISTRATION EXPENSES" means the expenses described in
Section 5.

(f) "REGISTRABLE SECURITIES" means the shares of Common Stock in the Company issued or issuable to
the members of the Management Team, provided, however, that Common Stock which is Registrable Securities
shall cease to be Registrable Securities upon any sale pursuant to a Registration Statement under
Section 4(1) of the Securities Act or at any time when they may be sold without volume limit under Rule 144
under the Securities Act. Wherever reference is made in this


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 1 of 11
Agreement to a request or consent of holders of a certain percentage of Registrable Securities, the determination
of such percentage shall include Common Stock issuable upon exercise of the Warrants even if such exercise has
not yet occurred.

(g) "SECURITIES ACT" means the Securities Act of 1933, as amended, or any similar Federal statute, and the
rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

2. REGISTRATION OF MANAGEMENT TEAM SHARES.

(a) If at any time or from time to time, the Company shall determine to register any of the Common Stock held by
an officer, director, key employee (including Stearman) or consultant (collectively the "Management Team") of
the Company, other than a registration relating solely to employee benefit plans, or a registration relating solely to
an SEC Rule 145 transaction, a transaction relating solely to the sale of debt or convertible debt instruments or a
registration on any form (other than Form S-1, S-3, SB-1 or SB-2 or their successor forms) which does not
include substantially the same information as would be required to be included in a registration statement covering
the sale of Registrable Securities, the Company will:

(i) give Stearman and the other members of the Management Team written notice thereof as soon as practicable
prior to filing the registration statement; and

(ii) include in such registration and in any underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made within fifteen (15) days after receipt of such written notice from the Company,
by Stearman and the other members of the Management Team, except as set forth in subsection (b) below.

(b) If the registration is for a registered public offering involving an underwriting, the Company shall so advise
Stearman as a part of the written notice given pursuant to subsection 2(a)(i). In such event, the right of Stearman
to registration pursuant to Section 2 shall be conditioned upon his participation in such underwriting and the
inclusion of his Registrable Securities in the underwriting to the extent provided herein. Stearman shall (together
with the Company and the other members of the Management Team distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2, if the
managing underwriter determines that marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the
registration and underwriting, or may exclude Registrable Securities entirely from such registration (provided that
if Stearman is excluded from such registration and underwriting, then no shares held by any member of the
Management Team shall be included in the registration and underwriting, and if Stearman's participation in such
registration and underwriting is limited, then all members of the Management Team shall be limited to the same
extent as well). If any member of the Management Team disapproves of the terms of any such underwriting, he
may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If, by the
withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other members of
the Management Team may be included in such registration (up to the limit imposed by the underwriters), the
Company shall offer to all members of the Management Team who have included Registrable Securities in the
registration the right to


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 2 of 11
include additional Registrable Securities. Any Registrable Securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.

3. FORM S-3. The Company shall use its best efforts to qualify for registration on Form S-3 or its successor
form. After the Company has qualified for the use of Form S-3, members of the Management Team shall have
the right at any time to request registrations on Form S-3 (such requests shall be in writing and shall state the
number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by
such members of the Management Team), subject only to the following:

(a) The Company shall not be required to file a registration statement pursuant to this Section 3 within ninety (90)
days of the effective date of any registration referred to in Section 2 above.

(b) The Company shall not be required to file a registration statement pursuant to this Section 3 unless Stearman
or members of the Management Team requesting registration propose to dispose of shares of Registrable
Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale)
of at least $1,000,000.

(c) The Company shall not be required to file more than two registration statements pursuant to this Section 3.

The Company shall give written notice to all members of the Management Team of Registrable Securities of the
receipt of a request for registration pursuant to this Section 3 and shall provide a reasonable opportunity for other
members of the Management Team to participate in the registration; provided, that if the registration is for an
underwritten offering, the following terms shall apply to all participations in such offering: The right of any member
of the Management Team to registration pursuant to Section 3 shall be conditioned upon such member of the
Management Team's participation in such underwriting and the inclusion of such member of the Management
Team's Registrable Securities in the underwriting to the extent provided herein. All members of the Management
Team proposing to distribute their securities through such underwriting shall (together with the company and the
other members of the Management Team distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by
the Company. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may
limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall
so advise all members of the Management Team of Registrable Securities which would otherwise by registered
and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in
proportion, as nearly as practicable, to the respective amounts of securities requested by such members of the
Management Team to be included in such registration. If any member of the Management Team disapproves of
the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the company and
underwriter. If by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held
by other members of the Management Team may be included in such registration (up to the limit imposed by the
underwriters), the Company shall offer to all members of the Management Team who have included Registrable
Securities in the registration the right to include additional Registrable Securities in the same proportion used in
determining the limitation as set forth above. Any


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 3 of 11
Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of
Registrable Securities on Form S-3 to the extent requested by the member of the Management Team or
members of the Management Team thereof for purposes of disposition.

4. REGISTRATION PROCEDURES. If and whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities
Act, the Company shall:

(a) File a Registration Statement with the Commission with respect to such Registrable Securities and use its best
efforts to cause that Registration Statement to become and remain effective for at least one-hundred and twenty
(120) days;

(b) As expeditiously as possible prepare and file with the Commission any amendments and supplements to the
Registration Statement and the prospectus included in the Registration Statement as may be necessary to keep
the Registration Statement effective for a period of not less than one-hundred and twenty (120) days from its
effective date;

(c) Use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a
registration statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction, at the earliest possible moment;

(d) As expeditiously as possible furnish to each selling member of the Management Team such reasonable
number of copies of the prospectus, including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as the selling member of the Management Team may reasonably
request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the selling
member of the Management Team;

(e) As expeditiously as possible use its best efforts to register or qualify the Registrable Securities covered by the
Registration Statement under the securities or blue sky laws of such states as the selling members of the
Management Team shall reasonably request, but not in excess of ten (10) states, and do any and all other acts
and things that may be necessary or desirable to enable the selling members of the Management Team to
consummate the public sale or other disposition within such states of the Registrable Securities owned by the
selling members of the Management Team (including, without limitation, keeping such registration effective for at
least one-hundred and twenty (120) days from its effective date); provided, however, that the Company shall not
be required in connection with this paragraph (e) to qualify as a foreign corporation in any jurisdiction, or subject
itself to taxation in any jurisdiction; and

(f) Use its best efforts to cause the Registrable Securities to be listed on the principal securities exchange on
which similar securities of the Company are then listed, if any, if the listing of such shares is then permitted under
the rules of such exchange or if no such listing exists, then on the NASDAQ.

(g) Cause its accountants to issue to the underwriter, if any, or the members of the Management Team, if there is
no underwriter, comfort letters and updates thereof, in customary form and covering matters of the type
customarily covered in such letters with respect to underwritten offerings;


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 4 of 11
(h) If the Company has delivered preliminary or final prospectuses to the selling members of the Management
Team and after having done so the prospectus is amended to comply with the requirements of the Securities Act,
the Company shall promptly notify the selling members of the Management Team and, if requested, the selling
members of the Management Team shall immediately cease making offers of Registrable Securities and return all
prospectuses to the Company. The Company shall promptly provide the selling members of the Management
Team with revised prospectuses and, following receipt of the revised prospectuses and compliance with any
related requirements of the Securities Act and any applicable state securities or blue sky laws, the selling
members of the Management Team shall be free to resume making offers of the Registrable Securities.

(i) Make available for inspection by any seller of Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any
such seller or underwriter, al financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement; and

(j) If the offering is underwritten, at the request of any member of the Management Team of Registrable Securities
to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such
registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters and to such member of the Management Team, stating that such
registration statement has become effective under the Securities Act and that (A) to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the
related prospectus and each amendment or supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express any opinion as to financial
statements or other financial data contained therein) and (C) to such other effects as reasonably may be
requested by counsel for the underwriters or by such member of the Management Team or its counsel and (iii) a
letter dated such date from the independent public accountants retained by the Company, addressed to the
underwriters and to such seller, stating that they are independent public accountants within the meaning of the
Securities Act and that, in the opinion or such accountants, the financial statements of the Company included in
the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all
material respects with the applicable accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information so the period ending no more than five
business days prior to the date of such letter) with respect to such registration as such underwriters reasonably
may request; and

(k) Take such other actions as shall be reasonably requested by any member of the Management Team.

5. ALLOCATION OF EXPENSES. The Company will pay all Registration Expenses of all registrations under
this Agreement; provided, however, that if a registration is withdrawn at the request of the members of the
Management Team requesting such registration (other than as a result


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 5 of 11
of information concerning the business or financial condition of the Company which is made known to the
members of the Management Team after the date on which such registration was requested) and if the requesting
members of the Management Team elect not to have such registration counted as a registration requested under
Section 2, the requesting members of the Management Team shall pay the Registration Expenses of such
registration pro rata in accordance with the number of their Registrable Securities included in such registration.
For purposes of this Section 5, the term "REGISTRATION EXPENSES" shall mean all expenses incurred by
the Company in complying with this Agreement, including, without limitation, all registration and filing fees,
exchange listing fees, printing expenses, fees of accountants for the Company, fees and disbursements of counsel
for the Company and the fees and expenses (not in excess $10,000) of one counsel selected by the selling
members of the Management Team to represent the selling members of the Management Team, state securities or
blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration,
but excluding underwriting discounts, selling commissions or any other brokerage or underwriting fees and
expenses and the fees and expenses of the selling members of the Management Team' own counsel (other than
the one counsel selected to represent all selling members of the Management Team).

6. INDEMNIFICATION.

(a) Upon any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement,
the Company will indemnify and hold harmless the seller of such Registrable Securities, each underwriter of such
Registrable Securities, and each other person, if any, who controls such seller or underwriter within the meaning
of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to
which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange
Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; and, subject to Section 7(c) below, the Company will reimburse such seller, underwriter and each
such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or
controlling person in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon (i) any untrue statement or omission made in such Registration
Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or
controlling person specifically for use in the preparation thereof or, (ii) the failure of such seller to deliver copies of
the prospectus in the manner required by the Securities Act.

(b) Upon any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement,
each seller of Registrable Securities, severally (and not jointly or jointly and severally), will indemnify and hold
harmless the Company, each of its directors and officers and each underwriter, if any, and each person, if any,
who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and
officers,


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 6 of 11
underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or
blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement of a material fact contained in any Registration Statement
under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or
final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or any omission to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of such seller, specifically for use in connection
with the preparation of such Registration Statement, prospectus, amendment or supplement, or (ii) the failure of
such seller to deliver copies of the prospectus in the manner required by the Securities Act.

(c) Each party entitled to indemnification under this Section 6 (the "INDEMNIFIED PARTY") shall give notice
to the party required to provide indemnification (the "INDEMNIFYING PARTY") within a reasonable period of
time after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom;
provided, however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall not be withheld unreasonably). The
Indemnified Party may participate in such defense at such party's expense; provided, however, that the
Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by
the Indemnifying Party would be inappropriate due to actual or potential differing interests between the
Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party in
the defense of any such claim or litigation shall, except with the prior written consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of
such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or
litigation without the prior written consent of the Indemnifying Party.

(d) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other hand in connection with statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable considerations. The relevant fault of the
indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing,
the amount any member of the Management Team shall be obligated to contribute pursuant to this Section 6(d)
shall be limited to an amount equal to the proceeds to such selling shareholder of the Registerable Securities sold
pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount
of any damages, which the member of the Management Team has otherwise been required to pay in respect of
such loss, claim, damage, liability or action of


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 7 of 11
any substantially similar loss, claim, damage, liability or action arising from the sale of such Registerable
Securities).

(e) SURVIVAL OF INDEMNITY. The indemnification provided by this Section 6 shall be a continuing right to
indemnification and shall survive the registration and sale of any securities by any Person entitled to
Indemnification hereunder and the expiration or termination of this Agreement.

7. INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING. In the event that Registrable
Securities are sold pursuant to a Registration Statement in an underwritten offering pursuant to Section 2(a), the
Company agrees to enter into an underwriting agreement containing customary representations and warranties
with respect to the business and operations of an issuer of the securities being registered and customary
covenants and agreements to be performed by such issuer, including without limitation customary provisions with
respect to indemnification by the Company of the underwriters of such offering.

8. INFORMATION BY MEMBER OF THE MANAGEMENT TEAM. Each member of the Management
Team of Registrable Securities included in any registration shall furnish to the Company such information
regarding such member of the Management Team and the distribution proposed by such member of the
Management Team as the Company may request in writing if it is required in connection with any registration,
qualification or compliance referred to in this Agreement.

9. "LOCK-UP" AGREEMENT. Each member of the Management Team, if requested by the Company and the
underwriter, shall agree not to sell or otherwise transfer or dispose of any Registrable Securities or other
securities of the Company held by such Management Team member for a specific period of time (not to exceed
180 days) following the effective date of a Registration Statement; provided, however, that:

(a) All officers and directors of the Company enter into similar agreements; and

(c) Such agreement shall not apply to any Registrable Securities (or other Equity Security of the Company) held
by such Management Team member if they are included in the Registration Statement.

Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company
may impose stop transfer instructions with respect to the Registrable Securities or other securities subject to the
foregoing restriction until the end of the lock-up period.

10. REMEDIES UPON DEFAULT OR DELAY.

(a) Without limitation of any other remedy available to a member of the Management Team under applicable law
or otherwise, if the Company shall (1) wrongfully fail to register Registrable Securities after it shall have been
requested to do so by a member of the Management Team, or (2) wrongfully fail to perform any of its obligations
hereunder and as a result of such failure members of the Management Team have not been able to sell their
Registrable Securities, or (3) wrongfully act or fail to act in any manner such that one or more members of the
Management Team have been delayed in the sale of their Registrable Securities, which delay is not expressly
permitted by this Agreement, then any member of the Management Team adversely affected by such action,
failure or delay shall be entitled to any or all of the following remedies, which may be elected in the sole discretion
of such member of the Management Team:


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 8 of 11
(i) Such member of the Management Team may otherwise sell its Registrable Securities and cause the Company
to repurchase some or all of its Registrable Securities at a price equal to the Repurchase Price for each of such
securities in accordance with paragraph (c) of this Section; or

(ii) Such member of the Management Team may otherwise sell its Registrable Securities and cause the Company
to pay to such member of the Management Team the amount of any Price Difference for any or all of such
securities in accordance with paragraph (d) of this Section.

(b) REPURCHASE OF SECURITIES. Upon the occurrence of any of the events listed in paragraph (a) of this
Section, a member of the Management Team may elect to cause the Company to repurchase any of such
member of the Management Team's Registrable Securities by giving written notice to the Company. As soon as
practicable (but not later than 10 days) thereafter the Company shall pay the Repurchase Price to the Holder for
such repurchased securities; provided, however, that subject to paragraph (e) of this Section, if the Repurchase
Price for any security shall not be immediately determinable, the Company and the member of the Management
Team shall agree in good faith upon an estimate of the Repurchase Price for such security, which estimate shall be
paid by the Company in accordance with this paragraph.

(c) PAYMENT OF PRICE DIFFERENCE. Upon the occurrence of any of the events listed in paragraph (a) of
this Section, unless the member of the Management Team shall have been eligible to and have elected to cause
the Company to repurchase such securities pursuant to paragraph (a) of this Section, the member of the
Management Team may sell any security to any third party and the Company shall be obligated to pay to the
member of the Management Team the amount of any Price Difference with respect to such security. If the
member of the Management Team is unable to sell such security promptly in a manner and on such terms that the
member of the Management Team in good faith believes are not unreasonable under the circumstances. The
Company shall by the Price Difference for each such security as soon as practicable (but not later than 10 days)
after the member of the Management Team shall give written notice to the Company, which notice shall set forth
the number and type of securities sold by such member of the Management Team and the Sale Dates and Selling
Prices applicable thereto; provided, however, that, if the Price Difference for any security shall not be
immediately determinable, the Company and the Holder shall agree in good faith upon an estimate of the Price
Difference for such security, which estimate shall be paid by the Company in accordance with the terms of this
paragraph.

(d) DETERMINATION OF REPURCHASE PRICE OR PRICE DIFFERENCE. If the Repurchase Price or
Price Difference for any security shall not be immediately determinable, the Company shall cooperate with any
investment banking firm selected by the member of the Management Team and shall otherwise use its best efforts
to cause such amount to be determined as quickly as possible. As soon as practicable after the final Repurchase
Price or Price Difference shall have been determined, any difference between the final Repurchase Price or Price
Difference and the estimated Repurchase Price or Price Difference, respectively, shall be paid by either the
Company or the member of the Management Team to the other party, as the case may be, the amount of any
underpayment being paid by the Company and the amount of any overpayment being paid by the member of the
Management Team.


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 9 of 11
(e) EFFECT OF LAWS RELATING TO CAPITAL IMPAIRMENT. If the Company shall be prevented by
law from making any payment required to be made under this Section, the obligations hereunder shall be
continuing obligations, and such payments shall be made in partial payments when, as soon as, and to the extent
that, any portion of such payments shall later be permitted under applicable law. If more than one member of the
Management Team has not been paid all amounts due as a result of the preceding sentence, all of such members
of the Management Team shall share any partial payment on a pro rata basis based on the unpaid amount then
owed to such members of the Management Team. No repurchase of any security shall be deemed to have been
made, and the member of the Management Team shall continue to be deemed to be the owner of such security,
until the date on which final payment of the Repurchase Price is made.

11. NOTICES. Any and all notices provided for in this Agreement shall be given in writing by registered or
certified mail, return receipt requested and shall be deemed to have been given when mailed, and shall be
addressed as follows:

                  If to Stearman:                           With a required copy to:

                  Stephen J. Stearman                       Phil Sears, Esquire
                  12800 SW 58th                             McAfee & Taft, P.C.
                  Mustang, OK 73034                         10th Floor, 2 Leadership Square
                                                            211 N. Robinson
                                                            Oklahoma City, OK 73102-7103

                  If to the Company:                        With a required copy to:

                  Nicholas A. Cocco                         Enterprise Law Partners, PLLC
                  Chairman, President & CEO                 7457 Franklin Road, Suite 250
                  Midnight Holdings Group, Inc.             Bloomfield Hills, MI 47301
                  22600 Hall Road, Suite 205                Attn: Richard Bruder
                  Clinton Township, MI 48036




12. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and
representations. No addition or modification to this Agreement is valid unless made in writing and signed by the
parties hereto.

13. WAIVER OF JURY TRIAL. To the fullest extent permitted by law, and as separately bargained-for
consideration to members of the Management Team, the Company hereby waives any right to trial by jury in any
action, suit, proceeding or counterclaim of any kind arising out of or relating to this Agreement or the members of
the Management Team' conduct in respect thereof.

14. CONTROLLING LAW; JURISDICTION. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Michigan.


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 10 of 11
15. CONSTRUCTION AND INTERPRETATION. Should any provision of this Agreement require judicial
interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a
presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of
construction that a document is to be more strictly construed against the party that itself or through its agent
prepared the same, it being agreed that the Company, members of the Management Team and their respective
agents have participated in the preparation hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.

STEARMAN:


STEPHEN J. STEARMAN

COMPANY:

MIDNIGHT HOLDINGS GROUP, INC., A
DELAWARE CORPORATION

By:
Nicholas A. Cocco, Chairman, President and CEO


Registration Rights Agreement -
Midnight Holdings Group, Inc. and Stephen Stearman Page 11 of 11
                                                 Exhibit 10.19

                                            MUTUAL RELEASE

This Mutual Release ("MUTUAL RELEASE") is made and entered into as of the 30th day of March, 2007, by
and among:

a) All Night Auto of Oklahoma, Inc., a Michigan corporation, All Night Auto of Warr Acres, Inc., a Michigan
corporation, All Night Auto of Yukon, Inc., a Michigan corporation, All Night Auto of Norman, Inc., a Michigan
corporation Midnight Holdings Group, Inc., a Delaware corporation, Midnight Auto Franchise Corporation, a
Michigan corporation, All Night Auto Stores, Inc., a Michigan corporation (individually a "MIDNIGHT PARTY"
and collectively the "MIDNIGHT PARTIES"), on the one hand; and,

b) Elite Automotive Group, LLC, an Oklahoma limited liability company, ("SELLER"), Stephen J. Stearman,
Paula L. Stearman, and James C. Brunson (individually an "ELITE PARTY" and collectively the "ELITE
PARTIES"), on the other hand.

Capitalized terms used and not otherwise defined herein have the meanings set forth in the Asset Purchase
Agreement.

WHEREAS, the parties have entered into an Asset Purchase Agreement (the "ASSET PURCHASE
AGREEMENT") of even date herewith which provides in Section 11.15 thereof for the execution and delivery of
this Mutual Release;

WHEREAS, the Seller owns and operates three automotive service and retail sales centers located in the
Oklahoma towns of Warr Acres, Norman and Yukon as a franchisee of Midnight Auto Franchise Corporation
(the "Business"); and

WHEREAS, in accordance with the terms of the Asset Purchase Agreement, Buyer is purchasing from the Seller
the Business and substantially all of the non-equipment assets of


Mutual Release Page 1 of 7
Seller, leasing all of the equipment used in the Business, and leasing the real estate and premises that make up the
Warr Acres, Norman and Yukon locations.

NOW, THEREFORE, for good and valuable consideration as set forth below, the Parties hereby agree as
follows:

1. RELEASES.

(a) BY THE ELITE PARTIES.

Except for the obligations of the parties under the Asset Purchase Agreement and the Additional Agreements, for
the good and valuable consideration set forth herein, each of the Elite Parties for itself/himself/herself, his/her/its
heirs, administrators, personal representatives, agents, employees, officers, directors, shareholders, successors
and assigns, as the case may be, hereby releases and forever discharges each one of the Midnight Parties, and to
the extent applicable, his, her or its heirs, administrators, personal representatives, affiliated entities, agents,
employees, officers, directors, shareholders, successors and assigns (the "RELEASED PARTIES"), of and from
of, from, regarding and/or on account of any and all rights, benefits, interest, liabilities, claims, demand, actions,
causes of action, suits, debts, covenants, obligations, accounts due, contracts, rights to payment, damages, lost
profits, costs, fees, counterclaims, attorney's fees, interest, penalties, offset, setoff, losses and claims and defenses
of any nature and kind whatsoever, whether at law, equity or in administrative proceedings, whether at common
law (tort, contract or other theory) or pursuant to federal, state or local statute, rule, ordinance or regulation,
whether vested or contingent, whether known or unknown, whether liquidated or unliquidated, whether matured
or unmatured whether disputed or undisputed, which any or all of them ever had, now have or which may result
from the existing, past or present state of things, from the beginning of the world to the date hereof, except those
that may arise out of the Asset


Mutual Release Page 2 of 7
Purchase Agreement, the Additional Agreements (as that term is defined in the Asset Purchase Agreement) and
any other agreements, documents, exhibits, and schedules that are executed in connection with the Asset
Purchase Agreement.

(b) BY THE MIDNIGHT PARTIES.

Except for the obligations of the parties under the Asset Purchase Agreement and the Additional Agreements,
each of the Midnight Parties for itself, its affiliated entities, agents, employees, officers, directors, shareholders,
successors and assigns, as the case may be, hereby releases and forever discharges each of the Elite Parties, and
to the extent applicable, his, her or its heirs, administrators, personal representatives, affiliated entities, agents,
employees, officers, directors, shareholders, successors and assigns, as the case may be (the "RELEASED
PARTIES"), of and from of, from, regarding and/or on account of any and all rights, benefits, interest, liabilities,
claims, demand, actions, causes of action, suits, debts, covenants, obligations, accounts due, contracts, rights to
payment, damages, lost profits, costs, fees, counterclaims, attorney's fees, interest, penalties, offset, setoff, losses
and claims and defenses of any nature and kind whatsoever, whether at law, equity or in administrative
proceedings, whether at common law (tort, contract or other theory) or pursuant to federal, state or local statute,
rule, ordinance or regulation, whether vested or contingent, whether known or unknown, whether liquidated or
unliquidated, whether matured or unmatured whether disputed or undisputed, which any or all of them ever had,
now have or which may result from the existing, past or present state of things, from the beginning of the world to
the date hereof, except those that may arise out of the Asset Purchase Agreement, the Additional Agreements (as
that term is defined in the Asset Purchase Agreement) and any other agreements, documents, exhibits, and
schedules that are executed in connection with the Asset Purchase Agreement.



Mutual Release Page 3 of 7
NOTICES. Any notice, communication, or statement required or permitted to be given hereunder shall be in
writing and sent for delivery by a nationally recognized commercial express courier to each Party's counsel, at the
following addresses, or as otherwise notified subsequently in writing:

                 If to the Elite Parties:                     With a required copy to:

                 Stephen J. Stearman                          Phil Sears, Esquire
                 12800 SW 58th Street                         McAfee & Taft, P.C.
                 Mustang, OK 73064                            10th Floor, 2 Leadership Square
                                                              211 N. Robinson
                                                              Oklahoma City, OK 73102-7103

                 If to the Midnight Parties:                  With a required copy to:

                 Nicholas A. Cocco                            Enterprise Law Partners, PLLC
                 Chairman, President & CEO                    7457 Franklin Road, Suite 250
                 Midnight Holdings Group, Inc.                Bloomfield Hills, MI 47301
                 22600 Hall Road, Suite 205                   Attn: Richard Bruder
                 Clinton Township, MI 48036




Such notice shall be deemed given as of the date and time that its delivery is recorded by the relevant courier.

2. BINDING EFFECT. All of the terms and conditions of this Mutual Release shall be binding upon and inure to
the benefit of the heirs, successors, administrators, legal representatives and assigns, as the case may be, of the
parties hereto.

3. SEVERABILITY. If any provision of this Mutual Release is held by a Court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nonetheless continue in full force and effect without
being impaired or invalidated in any way. In addition, if any provision of this Mutual Release may be modified by
a Court of competent


Mutual Release Page 4 of 7
jurisdiction such that it may be enforced, then said provision shall be so modified and as modified shall be fully
enforced.

4. COUNTERPARTS. This Mutual Release, if so desired, may be executed in counterparts, each of which,
when so executed, shall be deemed to be an original and such counterparts together shall constitute one and the
same instrument.

5. JOINT WRITING AND CAPTIONS. This Mutual Release was jointly drafted by counsel for the parties and
shall not be interpreted or construed against any party to this Mutual Release. The captions or headings in this
Mutual Release are for the convenience of the parties, only, and are not to be construed as defining, limiting or
expanding, in any way, the scope or intent of the provisions of this Mutual Release.

6. INJUNCTION OR OTHER ACTION. The parties further agree that this Mutual Release may be pled to
enforce this Mutual Release, the Mutual Release may be pled as a full and complete defense to, and may be used
as the basis for, an injunction against any action, suit or other proceeding which may be prosecuted, instituted or
attempted by any party hereto against or with respect to the other party, based upon or arising out of or
connected with the subject matter of this Mutual Release.

7. GOVERNING LAW. This Mutual Release shall be governed and construed in accordance with the laws of
the State of Michigan.

IN WITNESS WHEREOF, the parties hereto have executed this Mutual Release as of the day and year first
above written.



Mutual Release Page 5 of 7
ELITE AUTOMOTIVE GROUP, LLC               ALL NIGHT AUTO OF OKLAHOMA, INC.

By: _________________________________     By: ______________________________
    Stephen J. Stearman, Sole Manager         Nicholas A. Cocco, President

                                          MIDNIGHT HOLDINGS GROUP, INC.,
_____________________________________     a Delaware Corporation
Stephen J. Stearman, Individually

                                          By: ______________________________
_____________________________________         Nicholas A. Cocco
Paula L. Stearman, Individually               President, Chairman & CEO

                                          ALL NIGHT AUTO STORES, INC.,
_____________________________________     a Michigan Corporation
James C. Brunson, Individually

                                          By: ______________________________
                                              Nicholas A. Cocco
                                              President

                                          MIDNIGHT AUTO FRANCHISE CORP.,
                                          a Michigan Corporation,

                                          By: ______________________________
                                              Nicholas A. Cocco,
                                              President

                                          ALL NIGHT AUTO OF YUKON, INC.,
                                          a Michigan Corporation,

                                          By: ______________________________
                                              Nicholas A. Cocco,
                                              President

                                          ALL NIGHT AUTO OF WARR ACRES, INC.,
                                          a Michigan Corporation,

                                          By: ______________________________
                                              Nicholas A. Cocco,
                                              President

--------------------------------------------------------------------------------
Mutual Release                                                       Page 6 of 7
                                          ALL NIGHT AUTO OF NORMAN, INC.,
                                          a Michigan Corporation,

                                          By: ______________________________
                                              Nicholas A. Cocco,
                                              President

--------------------------------------------------------------------------------
Mutual Release                                                       Page 7 of 7
                                                   Exhibit 10.20

                                      COVENANT NOT TO COMPETE

This Covenant Not To Compete is entered into on March 30, 2007, by ELITE AUTOMOTIVE GROUP LLC,
an Oklahoma limited liability company ("SELLER"), and STEPHEN J. STEARMAN ("STEVE"), PAULA L.
STEARMAN ("PAULA") AND JAMES C. BRUNSON ("JAMES") (Steve, Paula and James are sometimes
referred to individually as a "MEMBER", and sometimes collectively as the "MEMBERS") and ALL NIGHT
AUTO OF OKLAHOMA, INC., a Michigan corporation ("BUYER").

                                                   RECITALS:

A. Seller owns and operates three automotive service and retail sales centers as a franchisee of Midnight Auto
Franchise Corporation (as a whole, the "Business," and individually, the "Businesses").

B. Seller operates the Business from three locations:

7311 North MacArthur Blvd., Warr Acres, OK ("Warr Acres"); 1121 Rambling Oaks Drive, Norman, OK
("Norman"); and 539 South Mustang Road, Yukon, OK ("Yukon").

C. Members own all of the issued and outstanding membership interests of Seller.

D. Pursuant to an Asset Purchase Agreement dated of even date herewith (the "Asset Purchase Agreement"),
Buyer is purchasing the Businesses from Seller. In connection with that purchase (and as a condition precedent to
Buyer's obligation to purchase), Seller and the Members have agreed to refrain from competing with the Buyer in
its operation of automotive service and retail sales centers in Oklahoma, on the terms set forth below.

E. Certain capitalized terms are defined in the Asset Purchase Agreement.

In consideration of the above premises and the mutual promises set forth in the Asset Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree to the following:

1. COVENANT NOT TO COMPETE. To induce Buyer to enter into the Asset Purchase Agreement, Seller
and each of the Members, jointly and severally agree that:

(a) During the period of five (5) years following the date of this Agreement (the "Restricted Period"), none of
them shall, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other
individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any
manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm,
corporation or entity), or otherwise assist any person or entity (other than the Buyer) that engages in or owns,
invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes
to engage the automotive repair business, or the sale of automotive aftermarket parts or accessories and which


Covenant Not To Compete -
Elite Automotive Group, LLC and its Members Page 1 of 5
conducts (or proposes to conduct) business anywhere within a 10 mile radius around any retail store or
automotive service center operated, franchised, or supplied by the Buyer or its affiliates (or potential retail store
or automotive service center locations which the Buyer plans to open, build, operate, franchise or supply as of the
end of the Restricted Period if the Buyer has taken more than one affirmative act in effecting such plans) in the
State of Oklahoma (the "Territory"); PROVIDED, HOWEVER, that nothing contained herein shall be construed
to prevent the Members from investing in the stock or other securities of any competing corporation or entity
listed on a national securities exchange or traded in the over-the-counter market, but only if the Members are not
actively involved in the business of said corporation or entity and if the Members and their associates (as such
term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the
date of this Agreement), collectively, do not own more than an aggregate of five (5%) percent of the stock of
such corporation ("Permitted Investments").

(b) In the event that any term or provision of this Agreement shall be determined to be illegal or unenforceable,
such illegal or unenforceable term or provision shall not affect the validity or enforceability of any other term or
provision hereof. In addition, if any provision of this Agreement may be modified by a court of competent
jurisdiction such that it may be enforced, then the provision shall be so modified and as modified shall be fully
enforced.

(c) In the event of a breach (or attempted breach) of any of the provisions of this Agreement, Buyer will be
irreparably harmed and its damages will be substantial and difficult, if not impossible, to ascertain, and money
damages may not afford it adequate relief. Accordingly, Seller and each Member hereby consents that in the
event of such a breach (or attempted breach) by either or both of them ("Breaching Party(ies)"), upon application
by Buyer to any court of competent jurisdiction, such court shall grant Buyer injunctive relief against the
Breaching Party(ies), both temporary and permanent, as the case may be, to prevent or restrain such breach (or
attempted breach) or the continuance of such breach, in addition to any damages attainable or available to Buyer
at law. Seller and each of the Members further agree that the time period of five (5) years as set forth in
subparagraph (a) above shall automatically be extended for a period of time equal to the time that such Breaching
Party(ies) is in default of this subparagraph.

(d) Notwithstanding anything in the Asset Purchase Agreement or elsewhere in this Agreement to the contrary,
should the Buyer, the Guarantors or any of their affiliates, successors or assigns breach any provision of this
Agreement or the Additional Agreements, with the exception of the Employment Agreement, which breach is not
cured within fifteen (15) Business Days written notice by the Seller or a Member to the breaching party, this
Agreement shall become void as of the end of the fifteen (15) Business Day notice period unless otherwise
agreed to in writing by the parties. The voiding of this Agreement shall not diminish or otherwise adversely affect
the Seller's or the Members' right to bring an action to for that breach.

2. MISCELLANEOUS..


Covenant Not To Compete -
Elite Automotive Group, LLC and its Members Page 2 of 5
2.1 NOTICES. All notices, consents, waivers, requests, demands and other communications permitted under or
required pursuant to this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to
the appropriate address by hand delivery or by nationally recognized overnight courier service (costs prepaid),
(b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment, or (c) received or
rejected by the addressee, if sent postage prepaid by certified or registered mail, return receipt requested, in each
case to the parties at the addresses, facsimile numbers or e-mail addresses and marked to the attention of the
person (by name or title) designated below, or at such other address, facsimile number or e-mail address as a
party may designate by written notice given to the other parties as provided in this Section 2.1:

                  If to Seller:                             With a required copy to:

                  Stephen J. Stearman                       Phil Sears, Esquire
                  9633 Southwest 33rd Street                McAfee & Taft, P.C.
                  Oklahoma City, OK 73179                   10th Floor, 2 Leadership Square
                                                            211 N. Robinson
                                                            Oklahoma City, OK 73102-7103

                  If to Buyer:                              With a required copy to:

                  Nicholas A. Cocco                         Enterprise Law Partners, PLLC
                  Chairman, President & CEO                 7457 Franklin Road, Suite 250
                  Midnight Holdings Group, Inc.             Bloomfield Hills, MI 47301
                  22600 Hall Road, Suite 205                Attn: Richard Bruder
                  Clinton Township, MI 48036




2.2 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

2.3 GOVERNING LAW; FORUM SELECTION. This Agreement has been executed in, and is to be
construed and enforced in accordance with the laws of, the State of Michigan without regard to the conflicts of
law principles.

2.4 COUNTERPARTS. This Agreement may be executed in counterparts, each of which is deemed an original
and all of which together are considered one and the same agreement. Photostatic or facsimile reproductions of
this Agreement may be made and relied on to the same extent as originals.

2.5 WAIVER. A party's waiver of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent or similar breach.


Covenant Not To Compete -
Elite Automotive Group, LLC and its Members Page 3 of 5
2.6 AMENDMENT. This Agreement may only be amended by written agreement executed by all of the parties.

2.7 AMBIGUITY. Each of the parties acknowledges 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.

2.8 WAIVER OF JURY TRIAL: THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO: (i) THIS AGREEMENT;
OR (ii) ANY OF THE TRANSACTIONS OR OTHER AGREEMENTS CONTEMPLATED BY THIS
AGREEMENT.

                                     [SIGNATURES ON NEXT PAGE]



Covenant Not To Compete -
Elite Automotive Group, LLC and its Members Page 4 of 5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

         SELLER:                                           BUYER:

         ELITE AUTOMOTIVE GROUP, LLC                       ALL NIGHT AUTO OF OKLAHOMA, INC.

         By: __________________________________            By: _____________________________
             Stephen J. Stearman, Sole Manager                 Nicholas A. Cocco, President

         MEMBERS:

         _________________________________
         Stephen J. Stearman, Individually

         _________________________________
         Paula L. Stearman, Individually

         _________________________________
         James C. Brunson, Individually

         --------------------------------------------------------------------------------
         Covenant Not To Compete -
         Elite Automotive Group, LLC and its Members                          Page 5 of 5
                                                  Exhibit 10.21

                                         SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT made and entered into as of this 30th day of March, 2007 by and between
MIDNIGHT AUTO FRANCHISE CORP., a Michigan corporation (hereinafter called "MAFC") and ALL
NIGHT AUTO OF NAPERVILLE, INC. (hereinafter called "ANA").

                                                WITNESSETH:

WHEREAS, on July 15, 2006, MMPK, LLC ("Landlord") entered into a Lease Agreement with MAFC
("Tenant") (the "Master Lease") with respect to the premises located at 989 S. Eola Road, Aurora, IL 60504
consisting of 9,500 sq.ft. of leasable space (the "Premises"); and

WHEREAS, MAFC is desirous of subleasing the Premises to ANA by entering into this Sublease and does
hereby sublease unto ANA and ANA hereby subleases from MAFC, upon the terms and conditions hereinafter
set forth.

                                        TERMS AND CONDITIONS

1. TERM. The term of Sublease Agreement ("Term") shall commence on the date hereof and shall continue in
force until the date of termination or expiration (for whatever reason) of the Master Lease, except as otherwise
set forth in Section 7(a) below. Effective as of the date of such termination, provided ANA has fully performed all
of its obligations under this Sublease, ANA shall have no further liability or obligation with respect to this
Sublease Agreement or the Master Lease.

2. RENT. ANA shall pay Rent to MAFC during the Term as follows:

a. $[*] per month, from the date hereof to July 14, 2011;

b. $[*] per month, from July 15, 2011 through July 14, 2016;

c. $[*] per month from July 15, 2016 through July 14, 2021;

d. $[*] per month from July 15, 2021 through July 14, 2026;

e. $[*] per month from July 15, 2026 through July 14, 2031.

Such Rent is a triple net rent rate.

ANA shall also pay to MAFC Additional Rent (as that term is defined in the Master Lease) at the same time as
Additional Rent is due as set forth in the Master Lease. The current CAMS for the facility is $[*] and is subject
to change from time time.


Sublease - MAFC to All Night Auto of Naperville, Inc. - Aurora Store Page 1 of 5
3. COMPLIANCE WITH MASTER LEASE. ANA hereby agrees to accept and be bound by all terms and
conditions imposed upon MAFC as lessee pursuant to the Master Lease (to the extent applicable) during the
Term under and pursuant to the Master Lease, a true, correct and complete copy of such terms and conditions
Master Lease is attached hereto as Exhibit A and made a part hereof as though fully set forth herein. MAFC
hereby agrees, to the extent possible, to perform the obligations of the Landlord under the Master Lease as
though MAFC has been named therein as landlord, or, in the alternative, MAFC may permit ANA to exercise a
direct action against Landlord under the Master Lease (MAFC hereby passing through to ANA, Landlord's
obligations under the Master Lease with respect to the Subleased Premises). As between the parties hereto only,
in the event of a conflict between the terms of the Master Lease and the terms of this Sublease Agreement, the
terms of this Sublease Agreement will control.

4. DELIVERY OF POSSESSION. The Premises shall be delivered in their "as is", "where is" condition, vacant
and broom clean (with the exception of the Furnishings described in Section 30, below), as of the
Commencement Date, and on such date ANA shall accept the Premises in their existing condition and state of
repair. ANA acknowledges that no representations, statements or warranties, express or implied, have been
made by or on behalf of MAFC in respect to the Premises' condition, compliance with laws, ordinances, statutes
or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC Section 1201 et
seq. and all regulations applicable thereto promulgated as of the date hereof (collectively, "ADA"), or the use or
occupation that may be made thereof, and that MAFC shall not be liable for any defects in the Premises.
Acceptance of the Premises by ANA shall be construed as recognition that the Premises are in an acceptable
state of repair and in sanitary condition.

5. EXTENSION OF TERM. Unless MAFC exercises any purchase option or right of first refusal in the Master
Lease, MAFC shall timely and properly exercise all existing options to extend the term of the Master Lease.

6. SURVIVAL OR OBLIGATIONS. ANA shall not be responsible for and assumes no liability for, and MAFC
hereby agrees to indemnify, defend and save ANA harmless from and against, any loss, claim, damage, cause of
action, penalty, expense or fee arising out of or relating to any act or omission of MAFC, unless such act or
omission relates to an act or omission which Landlord under the Master Lease is obligated to perform (or refrain
from taking). Subject to the foregoing, ANA will indemnify, defend and save MAFC harmless from and against
any claims, demands, and actions arising in connection with ANA's use of the Premises, or the use by any person
occupying said premises during the Term or by reason of any breach or nonperformance of any covenant herein,
or the violation of any law or regulation by ANA.

7. PURCHASE OR PREMISES. In the event MAFC purchases the Premise at anytime during the Term,
MAFC agrees that the Sublease shall remain in full force and effect and shall continue for a term equal to the term
set forth in the Master Lease including all option periods thereunder.

8. DEFAULT. In the event ANA fails to perform or observe any of the covenants contained herein or as
contained in the Master Lease as applicable to the Subleased


Sublease - MAFC to All Night Auto of Naperville, Inc. - Aurora Store Page 2 of 5
Premises, and does not correct such failure within any notice and/or cure period as set forth in the Master Lease
(less three (3) days), then MAFC may forthwith terminate or cancel this Sublease Agreement. In the event
MAFC fails to timely perform or observe any of its obligations hereunder, including obligations to be performed
by MAFC pursuant to the Master Lease, if such failure is not cured within thirty (30) days after ANA delivers
written notice to MAFC, then ANA may forthwith (i) terminate this Sublease Agreement and all of ANA's
obligations hereunder and with respect hereto shall cease, or (ii) seek any available legal or equitable remedies.

9. QUIET ENJOYMENT. MAFC represents that it has full power and authority to enter into this Sublease,
subject to the consent of the Landlord. So long as ANA is not in default in the performance of its covenants and
agreements in this Sublease, ANA's quiet and peaceable enjoyment of the Subleased Premises shall not be
disturbed or interfered with by MAFC, or by any person claiming by, through, or under MAFC.

10. NON ASSIGNMENT. ANA shall not, directly or indirectly, assign, convey, pledge, hypothecate or
otherwise transfer its interest in this Sublease, or sublet, license or otherwise grant to any person the right to
occupy all or any portion of the Premises (collectively, "Transfer") without (i) the prior written consent of MAFC,
and (ii) the prior written consent of Landlord to the extent required by and in accordance with the terms and
provisions of the Lease. Any sale, assignment or other direct or indirect transfer of control of ANA or a majority
of the beneficial ownership interests in ANA in a single transaction or one or more related transactions shall
constitute a "Transfer" hereunder for which MAFC's prior written consent shall be required. ANA shall pay,
within ten
(10) days of written demand, any fees or costs payable to Landlord under the Lease, and all attorneys' fees and
costs incurred by MAFC, in connection with the ANA's request for consent to a Transfer.

11. INSURANCE. ANA shall comply with all of the insurance requirements and obligations of MAFC, as tenant
under the Lease, and shall name Landlord and MAFC as additional insureds, as their interests may appear, on all
policies of insurance required to be carried by ANA hereunder or thereunder. The parties mutually agree that,
with respect to any property loss which is covered by insurance then being carried by MAFC or ANA,
respectively, the party carrying such insurance and suffering such loss releases the other of and from any and all
claims with respect to such loss; and the parties further mutually agree that their respective insurance companies
shall have no right of subrogation against the other on account thereof, even though extra premium may result
therefrom. If and to the extent such waiver can be obtained only upon payment of an additional charge, the party
benefiting from the waiver shall pay such charge, upon demand, or shall be deemed to have agreed that the party
obtaining the insurance coverage in question shall be free of any further obligations under the provisions hereof
relating to such waiver.

12. LIMITATIONS ON MAFC.

12.1 ANA acknowledges that MAFC has made no representations or warranties with respect to the Building or
the Premises except as expressly provided in this Sublease.


Sublease - MAFC to All Night Auto of Naperville, Inc. - Aurora Store Page 3 of 5
12.2 MAFC shall not be required to perform any of the covenants and obligations of Landlord under the Lease
and, insofar as any of the obligations of MAFC hereunder are required to be performed under the Lease by
Landlord, ANA shall rely on and look solely to Landlord for the performance thereof.

12.3 Any repair and maintenance obligations with respect to the Premises which are the responsibility of MAFC,
as tenant under the Lease, shall be performed by ANA, at ANA's sole cost and expense. ANA shall promptly
notify MAFC of the need of any such repair, even though MAFC shall not be responsible or liable therefor.

12.4 In no event shall MAFC be liable to ANA for consequential, punitive or other special damages with respect
to this Sublease or any matter arising out of or in connection with this Sublease, the Lease or the Premises.

IN WITNESS WHEREOF, the parties hereto have caused this Sublease Agreement to be executed as of the
day and year first set forth above.

MAFC:

MIDNIGHT AUTO FRANCHISE CORPORATION
A MICHIGAN CORPORATION

By:_______________________________
Nicholas Cocco
Its: President and CEO

22600 Hall Road, Suite 205
Clinton Township, Michigan 48036

ANA:

ALL NIGHT AUTO OF NAPERVILLE, INC., A MICHIGAN CORPORATION

By:__________________________
John Walsh, President

9500 West 179th Street
Tinley Park, IL 60477


Sublease - MAFC to All Night Auto of Naperville, Inc. - Aurora Store Page 4 of 5
                EXHIBIT A: TERMS AND CONDITIONS OF THE MASTER LEASE


Sublease - MAFC to All Night Auto of Naperville, Inc. - Aurora Store Page 5 of 5
                         FIRST AMENDMENT TO SUBLEASE AGREEMENT

THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT, made and entered into as of this 30th day of
March, 2007 by and between MIDNIGHT AUTO FRANCHISE CORP., a Michigan corporation (hereinafter
called "MAFC") and ALL NIGHT AUTO OF NAPERVILLE, INC. (hereinafter called "ANA").

                                               WITNESSETH:

WHEREAS, on February 16, 2005, 179th Street Developers, LLC, an Illinois limited liability company (the
"Landlord") consented to an assignment of lease to MAFC of a Strip Center Retail Lease by and between the
Landlord and Expert Automotive Group, LLC dated February 9, 2004 (the "Master Lease") with respect to the
premises located at 179th Street and LaGrange Road, Tinley Park, IL consisting of 6,860 sq.ft. of leasable space
(the "Premises"); and

WHEREAS, Expert Automotive Group, LLC has assigned its tenants' interest in the Master Lease to MAFC;
and

WHEREAS, ANA subleased a portion of the Premises (5,060 square feet) known as the All Night Auto facility
(the "Subleased Premises") pursuant to a Sublease Agreement dated February 16, 2005; and

WHEREAS, the area adjoining the Subleased Premises was occupied by All Night Lube Express of Tinley Park,
Inc. ("Lube Express Premises"); and

WHEREAS, concurrent herewith, ANA has purchased a majority interest in All Night Lube Express of Tinley
Park, Inc. and wishes to combine the two locations into a single sublease; and

WHEREAS, MAFC and ANA are desirous of entering into this First Amendment to Sublease to add the Lube
Express Premises to the Sublease.

NOW, THEREFORE, in consideration of the above premises, and the mutual promises below, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

1. SUBLEASE AMENDED TO INCLUDE LUBE EXPRESS PREMISES. The Sublease is hereby amended
to provide that the Premises shall include the Lube Express Premises (ie, as amended, the Subleased Premises
shall consist of the entire premises leased under the Master Lease).

2. RENT. ANA shall pay Rent to MAFC from the date hereof to the expiration of the Sublease as follows: $[*]
per month from the date hereof to February 28, 2008 (March 1, 2007 through February 28, 2008 is referred to
herein as "Year One", and the fiscal year beginning March 1 of each year and ending on February 28 of each
year is referred to


First Amendment to Sublease -
MAFC to All Night Auto of Naperville, Inc. Page 1 of 3
herein as the "Fiscal Year"). Rent shall increase for each Fiscal Year after Year One at [*] ([*]%) percent per
year. Such Rent is a triple net rent rate. ANA shall also pay to MAFC taxes and additional rent as set forth in the
Master Lease for the Subleased Premises (i.e., ANA shall pay the total taxes and additional rent assessed under
the Master Lease).

3. COMPLIANCE WITH MASTER LEASE. ANA hereby agrees to accept and be bound by all terms and
conditions imposed upon MAFC as lessee pursuant to the Master Lease (to the extent applicable) during the
Term under and pursuant to the Master Lease, a true, correct and complete copy of such terms and conditions
Master Lease is attached hereto as Exhibit A and made a part hereof as though fully set forth herein. MAFC
hereby agrees, to the extent possible, to perform the obligations of the Landlord under the Master Lease as
though MAFC has been named therein as landlord, or, in the alternative, MAFC may permit ANA to exercise a
direct action against Landlord under the Master Lease (MAFC hereby passing through to ANA, Landlord's
obligations under the Master Lease with respect to the Subleased Premises). As between the parties hereto only,
in the event of a conflict between the terms of the Master Lease and the terms of this Sublease Agreement, the
terms of this Sublease Agreement will control.

4. DELIVERY OF POSSESSION. The Premises shall be delivered in their "as is", "where is" condition, vacant
and broom clean, as of the date hereof, and on such date ANA shall accept the Premises in their existing
condition and state of repair. ANA acknowledges that no representations, statements or warranties, express or
implied, have been made by or on behalf of MAFC in respect to the Premises' condition, compliance with laws,
ordinances, statutes or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42
USC Section 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively,
"ADA"), or the use or occupation that may be made thereof, and that MAFC shall not be liable for any defects in
the Premises. Acceptance of the Premises by ANA shall be construed as recognition that the Premises are in an
acceptable state of repair and in sanitary condition.

5. NO FURTHER AMENDMENTS. Except as expressly set forth herein, the Sublease shall remain in full force
and effect.

[signatures contained on following page]


First Amendment to Sublease -
MAFC to All Night Auto of Naperville, Inc. Page 2 of 3
IN WITNESS WHEREOF, the parties hereto have caused this Sublease Agreement to be executed as of the
day and year first set forth above.

                                                 MAFC:

                               MIDNIGHT AUTO FRANCHISE CORP.
                                      a Michigan corporation

                               By: _________________________________
                                        Name: Nicholas A. Cocco
                                              Title: CEO

                                                  ANA:

                             ALL NIGHT AUTO OF NAPERVILLE, INC.

                               By: _________________________________
                                     Name: John Walsh, Jr., President


First Amendment to Sublease -
MAFC to All Night Auto of Naperville, Inc. Page 3 of 3
                                                   Exhibit 10.22

                                    STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is entered into on March 30, 2007, by and among MIDNIGHT
AUTO FRANCHISE CORPORATION ("MAFC") and ALL NIGHT AUTO OF NAPERVILLE, INC..
("WALSH").

                                                   RECITALS

A. All Night Auto of Naperville, Inc. is owned by J.C. Walsh, Inc. (51% owner) and MAFC (49% owner).

B. MAFC is the sole shareholder and owner of 1,000 shares of ALL NIGHT LUBE EXPRESS OF TINLEY
PARK, INC., a Michigan corporation (the "COMPANY").

C.. MAFC in conjunction with J.C. Walsh, Inc. has been the store operator, in charge of supervising the day to
day business operations at the Company's store located at 9500 West 179th Street, Tinley Park, Illinois 60477.

D. MAFC wishes to sell to All Night Auto of Naperville, Inc. and All Night Auto of Naperville, Inc. wishes to
purchase from MAFC 1,000 shares of the outstanding common stock of the Company (representing a 100%
interest in the Company) in exchange for the consideration set forth below.

In consideration of the foregoing recitals and the mutual promises set forth below, the parties aggress as follows:

1. PURCHASE OF STOCK. MAFC hereby sells to All Night Auto of Naperville, Inc. and All Night Auto of
Naperville, Inc. hereby purchases from MAFC 1,000 shares of common capital stock of the Company (the
"PURCHASED STOCK"). MAFC shall deliver to All Night Auto of Naperville, Inc. a certificate representing
the Purchased Stock, and hereby authorizes All Night Auto of Naperville, Inc. to transfer the Purchased Stock
into the name of All Night Auto of Naperville, Inc. on the Company's books and records.

2. PURCHASE PRICE. In consideration of MAFC's sale of the Purchased Stock to All Night Auto of
Naperville, and in consideration of MAFC's other promises and undertakings in this Agreement, Walsh shall: a)
contribute to the capital of All Night Auto of Naperville, Inc. concurrent herewith the sum of Fifty Thousand
Dollars ($50,000) by cash, cashiers check or wire transfer; and, b) cause the Company to enter into an
amendment of lease such that the premises where its store is located shall become part of the leased premises
between MAFC and All Night Auto of Naperville, Inc. (which now occupies the premises adjacent to the
Company's store); and c) cause All Night Auto of Naperville, Inc. to pay to MAFC the sum of Fifty Thousand
Dollars ($50,000) by cash, cashiers check or wire transfer.

3. MAFC'S REPRESENTATIONS AND WARRANTIES. MAFC hereby represents and warrants to All
Night Auto of Naperville that:


Stock Purchase Agreement -
ANA Naperville Purchase of ANLE-Tinley Park from MAFC Page 1 of 4
a. AUTHORITY TO SELL. MAFC has full capacity, power and authority to sign this Agreement and sell the
Purchased Stock to All Night Auto of Naperville.

b. OWNERSHIP OF PURCHASED STOCK. MAFC is the sole owner of the Purchased Stock. The
Purchased Stock is not subject to any lien, claim, charge, encumbrance or security interest of any kind in any
third party. MAFC is not a party to any agreement of any kind with respect to the sale of the Purchased Stock
(other than this Agreement).

c. VOLUNTARY SALE. MAFC acknowledges that it is voluntarily entering into this Agreement and voluntarily
selling the Purchased Stock to All Night Auto of Naperville, that it is under no obligation to sell the Purchased
Stock to All Night Auto of Naperville, and that it is not relying on any representations or advice given by any
member of All Night Auto of Naperville to it regarding the advisability of selling its shares of Purchased Stock to
All Night Auto of Naperville.

4. REPRESENTATIONS AND WARRANTIES OF WALSH AND ALL NIGHT AUTO OF
NAPERVILLE. Walsh and All Night Auto of Naperville hereby represent and warrant to MAFC:

a. AUTHORITY TO PURCHASE. Walsh, as an individual, the President and Chairman of All Night Auto of
Naperville and the president and of J.C. Walsh, Inc. has full capacity, power and authority to sign this Agreement
and purchase the Purchased Stock from MAFC.

b. VOLUNTARY PURCHASE. Walsh and All Night Auto of Naperville acknowledges that each are voluntarily
entering into this Agreement and voluntarily purchasing the Purchased Stock from MAFC, that it is under no
obligation to purchase the Purchased Stock from MAFC, and that it is not relying on any representations or
advice given by MAFC to it regarding the advisability of purchasing the shares of Purchased Stock from MAFC.

c. KNOWLEDGEABLE ABOUT COMPANY BUSINESS OPERATIONS. Walsh is knowledgeable about
the Company's business operations. Walsh, MAFC and All Night Auto of Naperville acknowledge that the All
Night Lube Express of Tinley Park is indebted to MAFC in the amount of $144,277.29 as of December 31,
2006 (the most recent financial statement date), and agrees to pay such indebtedness through the means currently
in place for All Night Auto of Naperville and through any other means that are mutually acceptable to parties.

5. MUTUAL RELEASE OF CLAIMS. Except for claims arising under this Agreement, MAFC hereby releases
All Night Auto of Naperville (and each of its affiliates, parents, subsidiaries, officers, directors, shareholders and
agents), on the one hand, and Walsh hereby releases MAFC (and each of its affiliates, parents, subsidiaries,
officers, directors, shareholders and agents), on the other hand, from any and all liabilities whatsoever, known or
unknown, of any kind. This release includes any and all claims, actions, demands, suits, costs, liabilities, expenses,
losses or debts of any nature whatsoever, whether in law or in equity, relating to any matter, claim or right,
whether presently known or unknown, which MAFC or Walsh has, ever had or may have against the other
arising from or relating to any facts or events up to and including the date of this Agreement.


Stock Purchase Agreement -
ANA Naperville Purchase of ANLE-Tinley Park from MAFC Page 2 of 4
5. RESIGNATION. MAFC shall cause its employees to resign all positions they hold as an officer, director or
employee of the Company.

6. MISCELLANEOUS. Michigan law governs this Agreement. Any court litigation arising out of this 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; the parties hereby irrevocably consent to the personal jurisdiction
and venue of those courts over them. This Agreement may be signed in multiple counterparts, each of which shall
be deemed an original and all of which shall taken together shall constitute one agreement. Faxed or emailed
signatures shall be binding as originals. Any notices provided for in this Agreement shall be given in writing by
registered or certified mail addressed to the applicable party at the party's address below their signature. The
parties agree to sign and deliver all documents, instruments, certificates and applications which may be deemed
reasonably necessary by the other party, to consummate the transactions contemplated by this Agreement.
Except as otherwise stated in this Agreement, this Agreement contains the entire understanding of the parties with
respect to its subject matter, and supersedes all other agreements, understandings and negotiations. No evidence
of prior or contemporaneous agreements, understandings or negotiations shall be used to construe or modify this
Agreement. No modification of this Agreement shall be effective unless in writing and signed by the parties.

7. WAIVER OF JURY TRIAL: THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO: (i) THIS AGREEMENT;
OR (ii) ANY OF THE TRANSACTIONS OR OTHER AGREEMENTS CONTEMPLATED BY THIS
AGREEMENT.

IN WITNESS WHEREOF, the parties have agreed to this Agreement as of the date written above.

MIDNIGHT AUTO FRANCHISE CORPORATION
A MICHIGAN CORPORATION

By: _______________________________
Nicholas Cocco
Its: President and CEO

22600 Hall Road, Suite 205
Clinton Township, Michigan 48036



Stock Purchase Agreement -
ANA Naperville Purchase of ANLE-Tinley Park from MAFC Page 3 of 4
J.C. WALSH, INC., AN ILLINOIS CORPORATION

By: ____________________________________
         John Walsh, President

9500 West 179th Street
Tinley Park, IL 60477

ALL NIGHT AUTO OF NAPERVILLE, INC., A MICHIGAN CORPORATION

By: ________________________________
         John Walsh, President

9500 West 179th Street
Tinley Park, IL 60477

--------------------------------------------------------------------------------
Stock Purchase Agreement -
ANA Naperville Purchase of ANLE-Tinley Park from MAFC                Page 4 of 4
                                                   Exhibit 10.23

                                    STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is entered into on March 30, 2007, by and among ALL NIGHT
AUTO STORES, INC. ("ANASI") and ALL NIGHT AUTO OF NAPERVILLE,
INC. ("WALSH").

                                                   RECITALS

A. All Night Auto of Naperville, Inc. is owned by J.C. Walsh, Inc. (51% owner) and Midnight Auto Franchise
Corp. ("MAFC") (an affiliate of ANASI)(49% owner).

B. ANASI is the sole shareholder and owner of 1,000 shares of ALL NIGHT AUTO OF AURORA, INC., a
Michigan corporation (the "COMPANY").

C.. MAFC in conjunction with J.C. Walsh, Inc. has been the store operator, in charge of supervising the day to
day business operations at the Company's store located at 989 S. Eola Road Aurora, Il. 60504.

D. ANASI wishes to sell to All Night Auto of Naperville, Inc. and All Night Auto of Naperville, Inc. wishes to
purchase from MAFC 1000 shares of the outstanding common stock of the Company (representing a 100%
interest in the Company) in exchange for the consideration set forth below.

In consideration of the foregoing recitals and the mutual promises set forth below, the parties aggress as follows:

1. PURCHASE OF STOCK. ANASI hereby sells to All Night Auto of Naperville, Inc. and All Night Auto of
Naperville, Inc. hereby purchases from ANASI 1,000 shares of common capital stock of the Company (the
"PURCHASED STOCK"). ANASI shall deliver to All Night Auto of Naperville, Inc. a certificate representing
the Purchased Stock, and hereby authorizes All Night Auto of Naperville, Inc. to transfer the Purchased Stock
into the name of All Night Auto of Naperville on the Company's books and records.

2. PURCHASE PRICE. In consideration of ANASI's sale of the Purchased Stock to All Night Auto of
Naperville, and in consideration of ANASI's other promises and undertakings in this Agreement, Walsh shall: a)
contribute to the capital of All Night Auto of Naperville, Inc. concurrent herewith the sum of Fifty Thousand
Dollars ($50,000) by cash, cashiers check or wire transfer; and, b) cause All Night Auto of Naperville, Inc. (as
subtenant) to enter into a sublease with MAFC
(as sublandlord) for the premises currently occupied by the Company; and c) cause All Night Auto of Naperville,
Inc. to pay to ANASI the sum of Fifty Thousand Dollars ($50,000) by cash, cashiers check or wire transfer.

3. ANASI'S REPRESENTATIONS AND WARRANTIES. ANASI hereby represents and warrants to All
Night Auto of Naperville that:

a. AUTHORITY TO SELL. ANASI has full capacity, power and authority to sign this Agreement and sell the
Purchased Stock to All Night Auto of Naperville.


Stock Purchase Agreement -
ANA Naperville Purchase of Aurora from MAFC Page 1 of 4
b. OWNERSHIP OF PURCHASED STOCK. ANASI is the sole owner of the Purchased Stock. The
Purchased Stock is not subject to any lien, claim, charge, encumbrance or security interest of any kind in any
third party. ANASI is not a party to any agreement of any kind with respect to the sale of the Purchased Stock
(other than this Agreement).

c. VOLUNTARY SALE. ANASI acknowledges that it is voluntarily entering into this Agreement and voluntarily
selling the Purchased Stock to All Night Auto of Naperville, that it is under no obligation to sell the Purchased
Stock to All Night Auto of Naperville, and that it is not relying on any representations or advice given by any
member of All Night Auto of Naperville to it regarding the advisability of selling its shares of Purchased Stock to
All Night Auto of Naperville.

4. REPRESENTATIONS AND WARRANTIES OF WALSH AND ALL NIGHT AUTO OF
NAPERVILLE. Walsh and All Night Auto of Naperville hereby represent and warrant to ANASI:

a. AUTHORITY TO PURCHASE. Walsh, as an individual, the President and Chairman of All Night Auto of
Naperville and the president and of J.C. Walsh, Inc. has full capacity, power and authority to sign this Agreement
and purchase the Purchased Stock from ANASI.

b. VOLUNTARY PURCHASE. Walsh and All Night Auto of Naperville, Inc. acknowledge that each are
voluntarily entering into this Agreement and voluntarily purchasing the Purchased Stock from ANASI, that it is
under no obligation to purchase the Purchased Stock from ANASI, and that it is not relying on any
representations or advice given by ANASI to it regarding the advisability of purchasing the shares of Purchased
Stock from ANASI.

c. KNOWLEDGEABLE ABOUT COMPANY BUSINESS OPERATIONS. Walsh is knowledgeable about
the Company's business operations. Walsh, ANASI and All Night Auto of Naperville acknowledge that the
Company is indebted to MAFC in the amount of $524,406.04 as of December 31, 2006 (the most recent
financial statement date), and agrees to pay such indebtedness through the means currently in place for All Night
Auto of Naperville and through any other means that are mutually acceptable to parties.

5. MUTUAL RELEASE OF CLAIMS. Except for claims arising under this Agreement, ANASI hereby releases
All Night Auto of Naperville (and each of its affiliates, parents, subsidiaries, officers, directors, shareholders and
agents), on the one hand, and Walsh hereby releases ANASI (and each of its affiliates, parents, subsidiaries,
officers, directors, shareholders and agents), on the other hand, from any and all liabilities whatsoever, known or
unknown, of any kind. This release includes any and all claims, actions, demands, suits, costs, liabilities, expenses,
losses or debts of any nature whatsoever, whether in law or in equity, relating to any matter, claim or right,
whether presently known or unknown, which ANASI or Walsh has, ever had or may have against the other
arising from or relating to any facts or events up to and including the date of this Agreement.


Stock Purchase Agreement -
ANA Naperville Purchase of Aurora from MAFC Page 2 of 4
5. RESIGNATION. ANASI shall cause its employees to resign all positions they hold as an officer, director or
employee of the Company.

6. MISCELLANEOUS. Michigan law governs this Agreement. Any court litigation arising out of this 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; the parties hereby irrevocably consent to the personal jurisdiction
and venue of those courts over them. This Agreement may be signed in multiple counterparts, each of which shall
be deemed an original and all of which shall taken together shall constitute one agreement. Faxed or emailed
signatures shall be binding as originals. Any notices provided for in this Agreement shall be given in writing by
registered or certified mail addressed to the applicable party at the party's address below their signature. The
parties agree to sign and deliver all documents, instruments, certificates and applications which may be deemed
reasonably necessary by the other party, to consummate the transactions contemplated by this Agreement.
Except as otherwise stated in this Agreement, this Agreement contains the entire understanding of the parties with
respect to its subject matter, and supersedes all other agreements, understandings and negotiations. No evidence
of prior or contemporaneous agreements, understandings or negotiations shall be used to construe or modify this
Agreement. No modification of this Agreement shall be effective unless in writing and signed by the parties.

7. WAIVER OF JURY TRIAL: THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO: (i) THIS AGREEMENT;
OR (ii) ANY OF THE TRANSACTIONS OR OTHER AGREEMENTS CONTEMPLATED BY THIS
AGREEMENT.

IN WITNESS WHEREOF, the parties have agreed to this Agreement as of the date written above.

MIDNIGHT AUTO FRANCHISE CORPORATION
A MICHIGAN CORPORATION

By:_______________________________________ Nicholas Cocco
Its: President and CEO

22600 Hall Road, Suite 205
Clinton Township, Michigan 48036



Stock Purchase Agreement -
ANA Naperville Purchase of Aurora from MAFC Page 3 of 4
J.C. WALSH, INC., AN ILLINOIS CORPORATION

By:________________________________
      John Walsh, President

9500 West 179th Street
Tinley Park, IL 60477

ALL NIGHT AUTO OF NAPERVILLE, INC., A MICHIGAN CORPORATION

By:________________________________
      John Walsh, President

9500 West 179th Street
Tinley Park, IL 60477

ALL NIGHT AUTO STORES, INC., A MICHIGAN CORPORATION

By:_____________________________
      Nicholas A. Cocco, President

--------------------------------------------------------------------------------
Stock Purchase Agreement -
ANA Naperville Purchase of Aurora from MAFC                          Page 4 of 4
                                                  Exhibit 10.24

                                 SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 1, 2007, by and among
Midnight Holdings Group, Inc., a Delaware corporation, with headquarters located at 22600 Hall Road, Suite
205, Clinton Township, MI 48036 (the "COMPANY"), and each of the purchasers set forth on the signature
pages hereto (the "BUYERS").

                                                  WHEREAS:

A. The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption
from securities registration afforded by the rules and regulations as promulgated by the United States Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 ACT");

B. Buyers desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth
in this Agreement (i) 10% secured convertible notes of the Company, in the form attached hereto as EXHIBIT
"A", in the aggregate principal amount of Four Hundred Fifty Thousand Dollars ($450,0000) (together with any
note(s) issued in replacement thereof or otherwise with respect thereto in accordance with the terms thereof, the
"NOTES"), convertible into shares of common stock, par value $.00005 per share, of the Company (the
"COMMON STOCK"), upon the terms and subject to the limitations and conditions set forth in such Notes and
(ii) warrants, in the form attached hereto as EXHIBIT "B", to purchase an aggregate of Nine Hundred Thousand
(900,000) shares of Common Stock (the "WARRANTS");

C. Each Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal
amount of Notes and number of Warrants as is set forth immediately below its name on the signature pages
hereto; and

D. Contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and
delivering a Registration Rights Agreement, in the form attached hereto as EXHIBIT "C" (the "REGISTRATION
RIGHTS AGREEMENT"), pursuant to which the Company has agreed to provide certain registration rights
under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, the Company and each of the Buyers severally (and not jointly) hereby agree as follows:

1. PURCHASE AND SALE OF NOTES AND WARRANTS.

2. PURCHASE OF NOTES AND WARRANTS. On the Closing Date (as defined below), the Company shall
issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal
amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature
pages hereto.

3. FORM OF PAYMENT. On the Closing Date (as defined below), (i)each Buyer shall pay the purchase price
for the Notes (less the purchase price paid with respect to any Bridge Note) and the Warrants to be issued and
sold to it at the Closing (as defined below) (the "PURCHASE PRICE") by wire transfer of immediately available
funds to the Company, in
accordance with the Company's written wiring instructions, against delivery of the Notes in the principal amount
equal to the Purchase Price and the number of Warrants as is set forth immediately below such Buyer's name on
the signature pages hereto, and (ii) the Company shall deliver such Notes and Warrants duly executed on behalf
of the Company, to such Buyer, against delivery of such Purchase Price.

4. CLOSING DATE. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section
6 and Section 7 below, the date and time of the issuance and sale of the Notes and the Warrants pursuant to this
Agreement (the "CLOSING DATE") shall be 12:00 noon, Eastern Standard Time on May 1, 2007, or such
other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the
"CLOSING") shall occur on the Closing Date at such location as may be agreed to by the parties.

5. BUYERS' REPRESENTATIONS AND WARRANTIES. Each Buyer severally (and not jointly) represents
and warrants to the Company solely as to such Buyer that:

6. and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Notes (including,
without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on
the Notes, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Notes and Section 2(c) of the
Registration Rights Agreement or (iii) in payment of the Standard Liquidated Damages Amount (as defined in
Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to
herein as the "CONVERSION SHARES") and the Warrants and the shares of Common Stock issuable upon
exercise thereof (the "WARRANT SHARES" and, collectively with the Notes, Warrants and Conversion
Shares, the "SECURITIES") for its own account and not with a present view towards the public sale or
distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act;
PROVIDED, HOWEVER, that by making the representations herein, such Buyer does not agree to hold any of
the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any
time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

7. ACCREDITED INVESTOR STATUS. Such Buyer is an "accredited investor" as that term is defined in Rule
501(a) of Regulation D (an "ACCREDITED INVESTOR").

8. RELIANCE ON EXEMPTIONS. Such Buyer understands that the Securities are being offered and sold to it
in reliance upon specific exemptions from the registration requirements of United States federal and state
securities laws and that the Company is relying upon the truth and accuracy of, and such Buyer's compliance
with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth
herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the
Securities.

9. INFORMATION. Such Buyer and its respective advisors, if any, have been furnished with all materials
relating to the business, finances and operations of the Company and materials relating to the offer and sale of the
Securities which have been reasonably requested by such Buyer or its advisors. Such Buyer and its respective
advisors, if any, have been afforded the opportunity to ask questions of the Company. Notwithstanding the
foregoing, the Company

                                                         2
has not disclosed to such Buyer any material nonpublic information and will not disclose such information unless
such information is disclosed to the public prior to or promptly following such disclosure to such Buyer. Neither
such inquiries nor any other due diligence investigation conducted by such Buyer or any of its respective advisors
or representatives shall modify, amend or affect Buyer's right to rely on the Company's representations and
warranties contained in Section 3 below. Such Buyer understands that its investment in the Securities involves a
significant degree of risk.

10. GOVERNMENTAL REVIEW. Such Buyer understands that no United States federal or state agency or
any other government or governmental agency has passed upon or made any recommendation or endorsement of
the Securities.

11. TRANSFER OR RE-SALE. Such Buyer understands that (i) except as provided in the Registration Rights
Agreement, the sale or re-sale of the Securities have not been and are not being registered under the 1933 Act or
any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) such Buyer shall have delivered to the
Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in
comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the
Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a
successor rule) ("RULE 144")) of such Buyer who agrees to sell or otherwise transfer the Securities only in
accordance with this Section 2(f) and who is an Accredited Investor, or (d) the Securities are sold pursuant to
Rule 144, and such Buyer shall have delivered to the Company an opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be
accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in
accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities
under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under
the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the
Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary,
subject to applicable law, the Securities may be pledged as collateral in connection with a BONA FIDE margin
account or other lending arrangement. In the event that the Company does not accept an opinion of counsel
provided by such Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such
as Rule 144, and such opinion is correct in form and substance, within three (3) business days of delivery of the
opinion to the Company, the Company shall pay to such Buyer liquidated damages of three percent (3%) of the
outstanding amount of the Notes held by such Buyer per month plus accrued and unpaid interest on the Notes,
prorated for partial months, in cash or shares at the option of the Company ("STANDARD LIQUIDATED
DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of
Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

                                                        3
12. LEGENDS. Such Buyer understands that the Notes and the Warrants and, until such time as the Conversion
Shares and Warrant Shares have been registered under the 1933 Act as contemplated by the Registration Rights
Agreement or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities
as of a particular date that can then be immediately sold, the Conversion Shares and Warrant Shares may bear a
restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of
the certificates for such Securities):

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as
amended. The securities may not be sold, transferred, assigned, or otherwise disposed of in the absence of an
effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and
scope customary for opinions of counsel in comparable transactions, that registration is not required under said
Act or unless sold pursuant to Rule 144 under said Act."

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the
holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws,
(a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or
otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a
particular date that can then be immediately sold, (b) such holder provides the Company with an opinion of
counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect
that a public sale or transfer of such Security may be made without registration under the 1933 Act, which
opinion shall be accepted by the Company so that the sale or transfer is effected, or
(c) such holder provides the Company with reasonable assurances that such Security shall be sold pursuant to
Rule 144. Such Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the
legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

13. AUTHORIZATION; ENFORCEMENT. This Agreement and the Registration Rights Agreement have been
duly and validly authorized. This Agreement has been duly executed and delivered on behalf of such Buyer, and
this Agreement constitutes, and upon execution and delivery by such Buyer of the Registration Rights Agreement,
such agreement will constitute, legal, valid and binding agreements of such Buyer enforceable in accordance with
their respective terms.

14. RESIDENCY. Such Buyer is a resident of the jurisdiction set forth immediately below such Buyer's name on
the signature pages hereto.

15. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to each Buyer that:

16. ORGANIZATION AND QUALIFICATION. The Company and each of its Subsidiaries (as defined
below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and
operate its properties and to carry on its

                                                          4
business as and where now owned, leased, used, operated and conducted. SCHEDULE 3(a) sets forth a list of
all of the Subsidiaries (as defined below) of the Company and the jurisdiction in which each is incorporated. The
Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by
it makes such qualification necessary except where the failure to be so qualified or in good standing would not
have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means any material adverse effect on the
business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a
whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in
connection herewith. "SUBSIDIARIES" means any corporation or other organization, whether incorporated or
unincorporated, in which the Company owns, directly or indirectly, all of the equity or other ownership interests.

17. AUTHORIZATION; ENFORCEMENT. (i) The Company has all requisite corporate power and authority
to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and,
subject to the adoption of necessary resolutions by the Board of Directors and the stockholders of the Company
to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof,
(ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants
by the Company and, the consummation by it of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the
Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized
by the Company's Board of Directors and no further consent or authorization of the Company, its Board of
Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the
Company by its authorized representative, and such authorized representative is the true and official
representative with authority to sign this Agreement and the other documents executed in connection herewith and
bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the
Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will
constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance
with its respective terms.

18. CAPITALIZATION. Except as set forth on SCHEDULE 3(c), as of June 30, 2006 hereof, the authorized
capital stock of the Company consists of (i) 1,000,000,000 shares of Common Stock, par value $0.00005, of
which 470,050,001 shares are issued and outstanding and (ii) 10,000,000 shares of preferred stock, par value
$0.001, of which no shares are issued and outstanding. All of such outstanding shares of capital stock are, or
upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of
the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or
any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in
SCHEDULE 3(c), as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights
of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of
capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares of capital stock of the Company

                                                          5
or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except the
Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any
security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by
the issuance of the Notes, the Warrants, the Conversion Shares or Warrant Shares. The Company has made
available to each Buyer true copies of the Certificate of Incorporation as in effect on the date hereof, the
Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible
into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect
thereto.

19. ISSUANCE OF SHARES. The Conversion Shares and Warrant Shares are duly authorized and reserved
for issuance and, upon conversion of the Notes and exercise of the Warrants in accordance with their respective
terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and
encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights
of shareholders of the Company and will not impose personal liability upon the holder thereof.

20. ACKNOWLEDGMENT OF DILUTION. The Company understands and acknowledges the potentially
dilutive effect to the Common Stock upon the issuance of the Conversion Shares and Warrant Shares upon
conversion of the Note or exercise of the Warrants. The Company further acknowledges that its obligation to
issue Conversion Shares and Warrant Shares upon conversion of the Notes or exercise of the Warrants in
accordance with this Agreement, the Notes and the Warrants is absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

21. NO CONFLICTS. The execution, delivery and performance of this Agreement, the Registration Rights
Agreement, the Notes and the Warrants by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for
issuance of the Conversion Shares and Warrant Shares) will not (i) conflict with or result in a violation of any
provision of the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any
provision of, or constitute a default (or an event which with notice or lapse of time or both could become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a
party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or
its securities are currently subject) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its
Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its
Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the
Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has

                                                           6
taken any action or failed to take any action that would give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its
Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or
affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse
Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be
conducted so long as a Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any
governmental entity, which violation would cause a Material Adverse Effect. Except as specifically contemplated
by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is
not required to obtain any consent, authorization or order of, or make any filing or registration with, any court,
governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order
for it to execute, deliver or perform any of its obligations under this Agreement, the Registration Rights
Agreement, the Notes or the Warrants in accordance with the terms hereof or thereof or to issue and sell the
Notes and Warrants in accordance with the terms hereof and to issue the Conversion Shares upon conversion of
the Notes and the Warrant Shares upon exercise of the Warrants. All consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or
will be obtained promptly after Closing effected on or prior to the date hereof.

22. ABSENCE OF CERTAIN CHANGES. Since December 31, 2005, there has been no material adverse
change and no material adverse development in the assets, liabilities, business, properties, operations, financial
condition, results of operations or prospects of the Company or any of its Subsidiaries.

23. ABSENCE OF LITIGATION. There is no action, suit, claim, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its
Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect.
SCHEDULE 3(h) contains a complete list and summary description of any pending or threatened proceeding
against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material
Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give
rise to any of the foregoing.

24. PATENTS, COPYRIGHTS, ETC. The Company and each of its Subsidiaries owns or possesses the
requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights
("INTELLECTUAL PROPERTY") necessary to enable it to conduct its business as now operated (and, to the
best of the Company's knowledge, as presently contemplated to be operated in the future); there is no claim or
action by any person pertaining to, or proceeding pending, or to the Company's knowledge threatened, which
challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to
enable it to conduct its business as now operated (and, to the best of the Company's knowledge, as presently
contemplated to be operated in the future); to the best of the Company's knowledge, the Company's or its
Subsidiaries' current and intended products, services and processes do not infringe on any Intellectual Property
or other rights held by any person; and the Company is

                                                          7
unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of
its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their
Intellectual Property.

25. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is
subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation
which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the
judgment of the Company's officers has or is expected to have a Material Adverse Effect.

26. TAX STATUS. Except as set forth on SCHEDULE 3(k), the Company and each of its Subsidiaries has
made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by
any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries
has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those being contested in good faith and
has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. To the Company's knowledge, there are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction. The Company
has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any
foreign, federal, state or local tax. Except as set forth on SCHEDULE 3(k), none of the Company's tax returns is
presently being audited by any taxing authority.

27. CERTAIN TRANSACTIONS. Except as set forth on SCHEDULE 3(l) and except for arm's length
transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties
and other than the grant of stock options disclosed on SCHEDULE
3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the
Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring payments to or from any officer, director or such
employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

28. DISCLOSURE. All information relating to or concerning the Company or any of its Subsidiaries set forth in
this Agreement and provided to the Buyers pursuant to Section 2(d) hereof and otherwise in connection with the
transactions contemplated hereby is, to the knowledge of the Company, true and correct in all material respects
and the Company has not omitted to state any material fact necessary in order to make the statements made
herein or therein, in light of the circumstances under which they were made, not misleading. To the knowledge of
the Company, no event or circumstance has occurred or exists with respect to the Company or any of its
Subsidiaries or its or their business, properties, prospects, operations or

                                                         8
financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the
Company's reports filed under the 1934 Act are being incorporated into an effective registration statement filed
by the Company under the 1933 Act).

29. ACKNOWLEDGMENT REGARDING BUYERS' PURCHASE OF SECURITIES. The Company
acknowledges and agrees that the Buyers are acting solely in the capacity of arm's length purchasers with respect
to this Agreement and the transactions contemplated hereby. The Company further acknowledges that no Buyer
is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this
Agreement and the transactions contemplated hereby and any statement made by any Buyer or any of their
respective representatives or agents in connection with this Agreement and the transactions contemplated hereby
is not advice or a recommendation and is merely incidental to the Buyers' purchase of the Securities. The
Company further represents to each Buyer that the Company's decision to enter into this Agreement has been
based solely on the independent evaluation of the Company and its representatives.

30. NO INTEGRATED OFFERING. Except for sales of securities to the Buyers and affiliates thereof
heretofore consummated, neither the Company, nor any of its affiliates, nor any person acting on its or their
behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security
under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the
Buyers. The issuance of the Securities to the Buyers will not be integrated with any other issuance of the
Company's securities (past, current or future) for purposes of any shareholder approval provisions applicable to
the Company or its securities.

31. NO BROKERS. The Company has taken no action which would give rise to any claim by any person for
brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions
contemplated hereby.

32. PERMITS; COMPLIANCE. The Company and each of its Subsidiaries is in possession of all material
franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,
approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now
being conducted (collectively, the "COMPANY PERMITS"), and there is no action pending or, to the
knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits.
Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the
Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect. Since December 31, 2005, neither the
Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or
violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which
conflicts, defaults or violations would not have a Material Adverse Effect.

                                                           9
                                     A. ENVIRONMENTAL MATTERS.

(i) There are, to the Company's knowledge, with respect to the Company or any of its Subsidiaries or any
predecessor of the Company, no present violations of Environmental Laws (as defined below), releases of any
material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual
obligations which may give rise to any common law environmental liability or any liability under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local
or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of
the foregoing, nor is any action pending or, to the Company's knowledge, threatened in connection with any of
the foregoing. The term "ENVIRONMENTAL LAWS" means all material federal, state, local or foreign laws
relating to pollution or protection of human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to
emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or
hazardous substances or wastes (collectively, "HAZARDOUS MATERIALS") into the environment, or
otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered,
promulgated or approved thereunder.

(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no
Hazardous Materials are contained on or about any real property currently owned, leased or used by the
Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property
previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was
owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company's
or any of its Subsidiaries' business.

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the
Company or any of its Subsidiaries that are not in compliance with applicable law.

33. TITLE TO PROPERTY. Except as set forth on SCHEDULE 3(s), the Company and its Subsidiaries have
good and marketable title to all real property and good and marketable title to all personal property owned by
them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens
and encumbrances and, to the knowledge of the Company, defects or such as would not have a Material
Adverse Effect. To the knowledge of the Company, any real property and facilities held under lease by the
Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as would not have a Material Adverse Effect.

34. INSURANCE. The Company and each of its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management of the Company believes to be
prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the
Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance
coverage as and

                                                         10
when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect. The Company has provided to Buyer true
and correct copies of all policies relating to directors' and officers' liability coverage, errors and omissions
coverage, and commercial general liability coverage.

35. INTERNAL ACCOUNTING CONTROLS. The Company and each of its Subsidiaries maintain a system
of internal accounting controls sufficient, in the judgment of the Company's board of directors, to provide
reasonable assurance that (i) transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management's general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.

36. FOREIGN CORRUPT PRACTICES. Neither the Company, nor any of its Subsidiaries, nor any director,
officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of
his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or
employee.

37. SOLVENCY. The Company (after giving effect to the transactions contemplated by this Agreement) is
solvent (I.E., its assets have a fair market value in excess of the amount required to pay its probable liabilities on
its existing debts as they become absolute and matured) and currently the Company has no information that
would lead it to reasonably conclude that the Company would not, after giving effect to the transaction
contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its
ability to, pay its debts from time to time incurred in connection therewith as such debts mature.

38. NO INVESTMENT COMPANY. The Company is not, and upon the issuance and sale of the Securities as
contemplated by this Agreement will not be an "investment company" required to be registered under the
Investment Company Act of 1940 (an "INVESTMENT COMPANY"). The Company is not controlled by an
Investment Company.

39. BREACH OF REPRESENTATIONS AND WARRANTIES BY THE COMPANY. If the Company
breaches any of the representations or warranties set forth in this
Section 3, and in addition to any other remedies available to the Buyers pursuant to this Agreement, the
Company shall pay to the Buyers the Standard Liquidated Damages Amount in cash or in shares of Common
Stock at the option of the Company, until such breach is cured. If the Company elects to pay the Standard
Liquidated Damages Amounts in shares of Common Stock, such shares shall be issued at the Conversion Price
at the time of payment.

                                                          11
40. COVENANTS.

41. BEST EFFORTS. The parties shall use their best efforts to satisfy timely each of the conditions agreed to
thereby described in Section 6 and 7 of this Agreement.

42. FORM D; BLUE SKY LAWS. The Company agrees to file a Form D with respect to the Securities as
required under Regulation D and to make available a copy thereof to each Buyer promptly after such filing. The
Company shall, on, before or promptly after the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Securities for sale to the Buyers under applicable securities or "blue sky"
laws of the states of the United States (or to obtain an exemption from such qualification), and shall make
available evidence of any such action so taken to each Buyer on or prior to the Closing Date.

43. REPORTING STATUS; ELIGIBILITY TO USE FORM S-3, SB-2 OR FORM S-1. The Company
represents and warrants that it shall use its best efforts to meet the requirements for the use of Form S-3 (or if the
Company is not eligible for the use of Form S-3 as of the Filing Date (as defined in the Registration Rights
Agreement), the Company may use the form of registration for which it is eligible at that time) for registration of
the sale by the Buyer of the Registrable Securities (as defined in the Registration Rights Agreement). So long as
any Buyer beneficially owns any of the Securities, the Company shall use its best efforts to timely file all reports
required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an
issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would permit such termination. The Company further agrees that it shall use its best efforts to file all reports
required to be filed by the Company with the SEC in a timely manner so as to become eligible, and thereafter to
maintain its eligibility, for the use of Form S-3. The Company shall issue a press release describing the materials
terms of the transaction contemplated hereby as soon as practicable following the Closing Date but in no event
more than five (5) business days of the Closing Date, which press release shall be subject to prior review by the
Buyers. The Company agrees that such press release shall not disclose the name of the Buyers unless expressly
consented to in writing by the Buyers or unless required by applicable law or regulation, and then only to the
extent of such requirement.

44. USE OF PROCEEDS. The Company shall use the proceeds from the sale of the Notes and the Warrants
for general working capital purposes and shall not, directly or indirectly, use such proceeds for any loan to or
investment in any other corporation, partnership, enterprise or other person (except in connection with its
currently existing direct or indirect Subsidiaries.

45. FUTURE OFFERINGS. Subject to the exceptions described below, the Company will not, without the prior
written consent of a majority-in-interest of the Buyers, not to be unreasonably withheld, negotiate or contract with
any party to obtain additional equity financing (including debt financing with an equity component) that involves
(A) the issuance of Common Stock at a discount to the market price of the Common Stock on the date of
issuance (taking into account the value of any warrants or options to acquire Common Stock issued in connection
therewith) or (B) the issuance of convertible securities that are convertible into an indeterminate number of shares
of Common Stock or (C) the issuance of warrants during the

                                                         12
period (the "LOCK-UP PERIOD") beginning on the Closing Date and ending on the later of (i) two hundred
seventy (270) days from the Closing Date and (ii) one hundred eighty (180) days from the date the Registration
Statement (as defined in the Registration Rights Agreement) is declared effective (plus any days in which sales
cannot be made thereunder). In addition, subject to the exceptions described below, the Company will not
conduct any equity financing (including debt with an equity component) ("FUTURE OFFERINGS") during the
period beginning on the Closing Date and ending two (2) years after the end of the Lock-up Period unless it shall
have first delivered to each Buyer, at least twenty (20) business days prior to the closing of such Future Offering,
written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed
definitive documentation to be entered into in connection therewith, and providing each Buyer an option during
the fifteen (15) day period following delivery of such notice to purchase its pro rata share (based on the ratio that
the aggregate principal amount of Notes purchased by it hereunder bears to the aggregate principal amount of
Notes purchased hereunder) of the securities being offered in the Future Offering on the same terms as
contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are
collectively referred to as the "CAPITAL RAISING LIMITATIONS"). In the event the terms and conditions of
a proposed Future Offering are amended in any respect after delivery of the notice to the Buyers concerning the
proposed Future Offering, the Company shall deliver a new notice to each Buyer describing the amended terms
and conditions of the proposed Future Offering and each Buyer thereafter shall have an option during the fifteen
(15) day period following delivery of such new notice to purchase its pro rata share of the securities being offered
on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall
apply to successive amendments to the terms and conditions of any proposed Future Offering. The Capital
Raising Limitations shall not apply to any transaction involving (i) issuances of securities in a firm commitment
underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or (ii)
issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with
any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in
connection with the disposition or acquisition of a business, product or license by the Company. The Capital
Raising Limitations also shall not apply to the issuance of securities upon exercise or conversion of the Company's
options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional
options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock
plan approved by the shareholders of the Company.

46. EXPENSES. At the Closing, the Company shall reimburse Buyers for expenses incurred by them in
connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the
other agreements to be executed in connection herewith ("DOCUMENTS"), including, without limitation,
attorneys' and consultants' fees and expenses, transfer agent fees, fees for stock quotation services, fees relating
to any amendments or modifications of the Documents or any consents or waivers of provisions in the
Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the
transactions contemplated by the Documents in an amount not to exceed $30,000. When possible, the Company
must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the
Buyers for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by
the Buyer. If the Company fails to reimburse the Buyer in full within three (3) business days of the written notice
or submission

                                                         13
of invoice by the Buyer, the Company shall pay interest on the total amount of fees to be reimbursed at a rate of
15% per annum.

47. FINANCIAL INFORMATION. The Company agrees to send the following reports to each Buyer until
such Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a
copy of its Annual Report on Form 10-KSB its Quarterly Reports on Form 10-QSB and any Current Reports
on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of
its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the
Company, copies of any notices or other information the Company makes available or gives to such
shareholders.

48. AUTHORIZATION AND RESERVATION OF SHARES. The Company shall at all times have
authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide
for the full conversion or exercise of the outstanding Notes and Warrants and issuance of the Conversion Shares
and Warrant Shares in connection therewith (based on the Conversion Price of the Notes or Exercise Price of
the Warrants in effect from time to time) and as otherwise required by the Notes. The Company shall not reduce
the number of shares of Common Stock reserved for issuance upon conversion of Notes and exercise of the
Warrants without the consent of each Buyer. The Company shall at all times maintain the number of shares of
Common Stock so reserved for issuance at an amount ("RESERVED AMOUNT") equal to no less than two (2)
times the number that is then actually issuable upon full conversion of the Notes and upon exercise of the
Warrants (based on the Conversion Price of the Notes or the Exercise Price of the Warrants in effect from time
to time). If at any time the number of shares of Common Stock authorized and reserved for issuance
("AUTHORIZED AND RESERVED SHARES") is below the Reserved Amount, the Company will promptly
take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without
limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company's
obligations under this Section 4(h), in the case of an insufficient number of authorized shares, obtain shareholder
approval of an increase in such authorized number of shares, and voting the management shares of the Company
in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is
sufficient to meet the Reserved Amount. If the Company fails to obtain such shareholder approval within sixty
(60) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved
Shares, the Company shall pay to the Buyers the Standard Liquidated Damages Amount, in cash or in shares of
Common Stock at the option of each Buyer. If a Buyer elects to be paid the Standard Liquidated Damages
Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.
In order to ensure that the Company has authorized a sufficient amount of shares to meet the Reserved Amount
at all times, the Company shall use its best efforts to deliver to a representative for the Buyers at the end of every
month a list detailing (1) the current amount of shares authorized by the Company and reserved for the Buyers;
and (2) amount of shares issuable upon conversion of the Notes and upon exercise of the Warrants and as
payment of interest accrued on the Notes for one year. If the Company fails to provide such list within five (5)
business days of having received a written demand therefor, the Company shall pay the Standard Liquidated
Damages Amount, in cash or in shares of Common Stock at the option of the Buyer, until the list is delivered. If
the Buyer

                                                           14
elects to be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be
issued at the Conversion Price at the time of payment.

49. LISTING. The Company shall use its best efforts to secure the listing of the Conversion Shares and Warrant
Shares upon each national securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance) and, so long as any Buyer owns any of the
Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all
Conversion Shares and Warrant Shares from time to time issuable upon conversion of the Notes or exercise of
the Warrants. The Company will use best efforts to obtain and, so long as any Buyer owns any of the Securities,
maintain the listing and trading of its Common Stock on the OTCBB or any equivalent replacement exchange, the
Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New
York Stock Exchange ("NYSE"), or the American Stock Exchange ("AMEX") and will comply in all respects
with the Company's reporting, filing and other obligations under the bylaws or rules of the National Association of
Securities Dealers ("NASD") and such exchanges, as applicable. The Company shall promptly provide to each
Buyer copies of any notices it receives from the OTCBB and any other exchanges or quotation systems on which
the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems.

50. CORPORATE EXISTENCE. So long as a Buyer beneficially owns any Notes or Warrants, the Company
shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except in
the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the
surviving or successor entity in such transaction
(i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in
connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the
OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

51. NO INTEGRATION. The Company shall not make any offers or sales of any security (other than the
Securities) under circumstances that would require registration of the Securities being offered or sold hereunder
under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by
the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

52. BREACH OF COVENANTS. If the Company breaches any of the covenants set forth in this Section 4, and
in addition to any other remedies available to the Buyers pursuant to this Agreement, the Company shall pay to
the Buyers the Standard Liquidated Damages Amount, in cash or in shares of Common Stock at the option of the
Company, until such breach is cured. If the Company elects to pay the Standard Liquidated Damages Amount in
shares, such shares shall be issued at the Conversion Price at the time of payment.

53. TRANSFER AGENT INSTRUCTIONS. The Company shall issue irrevocable instructions to its transfer
agent to issue certificates, registered in the name of each Buyer or its nominee, for the Conversion Shares and
Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion
of the Notes or exercise of the Warrants in accordance with the terms thereof (the "IRREVOCABLE
TRANSFER AGENT

                                                          15
INSTRUCTIONS"). Prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or
the date on which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any
restriction as to the number of Securities as of a particular date that can then be immediately sold, all such
certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants
that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop
transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares and Warrant
Shares, prior to registration of the Conversion Shares and Warrant Shares under the 1933 Act or the date on
which the Conversion Shares and Warrant Shares may be sold pursuant to Rule 144 without any restriction as to
the number of Securities as of a particular date that can then be immediately sold), will be given by the Company
to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the
Company, subject to and to the extent provided in this Agreement and the Registration Rights Agreement.
Nothing in this Section shall affect in any way each Buyer's obligations and agreement set forth in Section 2(g)
hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If a
Buyer provides the Company with (i) an opinion of counsel in form, substance and scope customary for opinions
in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without
registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable
assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the
case of the Conversion Shares and Warrant Shares, promptly instruct its transfer agent to issue one or more
certificates, free from restrictive legend, in such name and in such denominations as specified by such Buyer. The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers,
by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and
agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the
Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and
requiring immediate transfer, without the necessity of showing economic loss and without any bond or other
security being required.

54. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of the Company
hereunder to issue and sell the Notes and Warrants to a Buyer at the Closing is subject to the satisfaction, at or
before the Closing Date of each of the following conditions thereto, provided that these conditions are for the
Company's sole benefit and may be waived by the Company at any time in its sole discretion:

55. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and
delivered the same to the Company.

56. The applicable Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

57. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as
of the date when made and as of the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and the applicable Buyer shall have performed, satisfied and
complied in all material

                                                        16
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or
complied with by the applicable Buyer at or prior to the Closing Date.

58. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated hereby which prohibits the
consummation of any of the transactions contemplated by this Agreement.

59. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer
hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the
Closing Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit
and may be waived by such Buyer at any time in its sole discretion:

60. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the
same to the Buyer.

61. The Company shall have delivered to such Buyer duly executed Notes (in such denominations as the Buyer
shall request) and Warrants in accordance with Section 1(b) above.

62. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of
the Buyers, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent.

63. The representations and warranties of the Company shall be true and correct in all material respects as of the
date when made and as of the Closing Date as though made at such time (except for representations and
warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a
certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to
the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but
not limited to certificates with respect to the Company's Articles of Incorporation, By-laws and Board of
Directors' resolutions relating to the transactions contemplated hereby.

64. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated hereby which prohibits the
consummation of any of the transactions contemplated by this Agreement.

65. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the
Company.

                                                         17
66. The Buyer shall have received an officer's certificate described in Section 3(c) above, dated as of the Closing
Date.

67. GOVERNING LAW; MISCELLANEOUS.

68. GOVERNING LAW. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS
LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER
THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY
WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT
OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN
ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT
SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES,
INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

69. COUNTERPARTS; SIGNATURES BY FACSIMILE. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall constitute one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the
other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

70. HEADINGS. The headings of this Agreement are for convenience of reference only and shall not form part
of, or affect the interpretation of, this Agreement.

71. SEVERABILITY. In the event that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other
provision hereof.

72. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the instruments referenced herein contain
the entire understanding of the parties with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the

                                                         18
Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed
by the party to be charged with enforcement.

73. NOTICES. Any notices required or permitted to be given under the terms of this Agreement shall be sent by
certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized
overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed
by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized
overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such
communications shall be:

                                                If to the Company:

                                          Midnight Holdings Group, Inc.
                                           22600 Hall Road, Suite 205
                                           Clinton Township, MI 48036
                                         Attention: Chief Executive Officer
                                            Telephone: 586-468-8741
                                             Facsimile: 586-468-8768

                                                   With a copy to:

                                         Reitler Brown & Rosenblatt LLC
                                           800 Third Avenue, 21st Floor
                                              New York, NY 10022
                                       Attention: Robert Steven Brown, Esq.
                                            Telephone: 212-209-3060
                                             Facsimile: 212-371-5500

If to a Buyer: To the address set forth immediately below such Buyer's name on the signature pages hereto.

With copy to:

Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street 51st Floor
Philadelphia, Pennsylvania 19103 Attention: Gerald J. Guarcini, Esq.

                                           Telephone: 215-864-8625
                                            Facsimile: 215-864-8999
                                         Email: guarcini@ballardspahr.com

Each party shall provide notice to the other party of any change in address.

                                                         19
74. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. Neither the Company nor any Buyer shall assign this Agreement or any
rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing,
subject to Section 2(f), any Buyer may assign its rights hereunder to any person who is an "Accredited Investor"
that purchases Securities in a private transaction from a Buyer or to any of its "affiliates," as that term is defined
under the 1934 Act, without the consent of the Company.

75. THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.

76. SURVIVAL. The representations and warranties of the Company and the agreements and covenants set
forth in Sections 3, 4, 5 and 8 shall survive the closing hereunder notwithstanding any due diligence investigation
conducted by or on behalf of the Buyers. The Company agrees to indemnify and hold harmless each of the
Buyers and all their officers, directors, employees and agents for loss or damage arising as a result of or related to
any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in
Sections 3 and 4 hereof or any of its covenants and obligations under this Agreement or the Registration Rights
Agreement, including advancement of reasonable expenses as they are incurred.

77. PUBLICITY. The Company and each of the Buyers shall have the right to review a reasonable period of
time before issuance of any press releases, SEC, OTCBB or NASD filings, or any other public statements with
respect to the transactions contemplated hereby; PROVIDED, HOWEVER, that the Company shall be entitled,
without the prior approval of each of the Buyers, to make any press release or SEC, OTCBB (or other
applicable trading market) or NASD filings with respect to such transactions as is required by applicable law and
regulations (although each of the Buyers shall be consulted by the Company in connection with any such press
release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment
thereon).

78. FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated hereby.

79. NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any
party.

E. REMEDIES. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyers by vitiating the intent and purpose of the transaction contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this
Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the
provisions of this Agreement, that

                                                          20
the Buyers shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the
penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this
Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing
economic loss and without any bond or other security being required.

                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                           21
IN WITNESS WHEREOF, the undersigned Buyers and the Company have caused this Agreement to be duly
executed as of the date first above written.

MIDNIGHT HOLDINGS GROUP, INC.


Nicholas Cocco
Chief Executive Officer

AJW PARTNERS, LLC
By: SMS Group, LLC


Corey S. Ribotsky
Manager

RESIDENCE: Delaware

ADDRESS: 1044 Northern Boulevard
Suite 302
Roslyn, New York 11576
Facsimile: (516) 739-7115
Telephone: (516) 739-7110

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Notes: $ Number of Warrants:

                                   Aggregate Remaining Purchase Price (after

accounting for any principal of Bridge Note): $

                                                      22
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC


Corey S. Ribotsky
Manager

RESIDENCE: Cayman Islands

ADDRESS: AJW Offshore, Ltd.
P.O. Box 32021 SMB
Grand Cayman, Cayman Island, B.W.I.

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Notes: $ Number of Warrants:

                                   Aggregate Remaining Purchase Price (after

accounting for any principal of Bridge Note): $

                                                      23
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC


Corey S. Ribotsky
Manager

RESIDENCE: New York

ADDRESS: 1044 Northern Boulevard
Suite 302
Roslyn, New York 11576
Facsimile: (516) 739-7115
Telephone: (516) 739-7110

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Notes: $ Number of Warrants:

                                   Aggregate Remaining Purchase Price (after

accounting for any principal of Bridge Note): $

                                                      24
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLP


Corey S. Ribotsky
Manager

RESIDENCE: New York

ADDRESS: 1044 Northern Boulevard
Suite 302
Roslyn, New York 11576
Facsimile: (516) 739-7115
Telephone: (516) 739-7110

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Notes: $ Number of Warrants:

                                   Aggregate Remaining Purchase Price (after

accounting for any principal of Bridge Note): $

                                                      25
  EXHIBIT A

FORM OF NOTE

 (See Attached)

      26
   EXHIBIT B

FORM OF WARRANT

   (See Attached)

        27
              EXHIBIT C

FORM OF REGISTRATION RIGHTS AGREEMENT

             (See Attached)

                  28
                                                   Exhibit 10.25

                                          SECURITY AGREEMENT

SECURITY AGREEMENT (this "AGREEMENT"), dated as of May 1, 2007, by and among Midnight
Holdings Group, Inc., a Delaware corporation ("COMPANY"), and the secured parties signatory hereto and
their respective endorsees, transferees and assigns (collectively, the "SECURED PARTY").

                                                 WITNESSETH:

WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof, between Company and the
Secured Party (the "PURCHASE AGREEMENT"), Company has agreed to issue to the Secured Party and the
Secured Party has agreed to purchase from Company certain of Company's 10% Secured Convertible Notes,
due three years from the date of issue (the "NOTES"), which are convertible into shares of Company's Common
Stock, par value $.00005 per share (the "COMMON STOCK"). In connection therewith, Company shall issue
the Secured Party certain Common Stock purchase warrants dated as of the date hereof to purchase the number
of shares of Common Stock indicated below each Secured Party's name on the Purchase Agreement (the
"WARRANTS"); and

WHEREAS, in order to induce the Secured Party to purchase the Notes, Company has agreed to execute and
deliver to the Secured Party this Agreement for the benefit of the Secured Party and to grant to it a first priority
security interest in certain property of Company to secure the prompt payment, performance and discharge in full
of all of Company's obligations under the Notes and exercise and discharge in full of Company's obligations
under the Warrants.

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth
in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC
(such as "GENERAL INTANGIBLES" and "PROCEEDS") shall have the respective meanings given such terms
in Article 9 of the UCC.

(a) "COLLATERAL" means the collateral in which the Secured Party is granted a security interest by this
Agreement and which shall include the following, whether presently owned or existing or hereafter acquired or
coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof, and
all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of
the Collateral and of insurance covering the same and of any tort claims in connection therewith:

(i) All Goods of the Company, including, without limitations, all machinery, equipment, computers, motor
vehicles, trucks, tanks, boats, ships, appliances, furniture, special and general tools, fixtures, test and quality
control devices and other equipment of every kind and nature and wherever situated, together with all documents
of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts
therefor, and all
substitutes for any of the foregoing and all other items used and useful in connection with the Company's
businesses and all improvements thereto (collectively, the "EQUIPMENT"); and

(ii) All Inventory of the Company; and

(iii) All of the Company's contract rights and general intangibles, including, without limitation, all partnership
interests, stock or other securities, licenses, distribution and other agreements, computer software development
rights, leases, franchises, customer lists, quality control procedures, grants and rights, goodwill, trademarks,
service marks, trade styles, trade names, patents, patent applications, copyrights, deposit accounts, and income
tax refunds (collectively, the "GENERAL INTANGIBLES"); and

(iv) All Receivables of the Company including all insurance proceeds, and rights to refunds or indemnification
whatsoever owing, together with all instruments, all documents of title representing any of the foregoing, all rights
in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all
right, title, security and guaranties with respect to each Receivable, including any right of stoppage in transit; and

(v) All of the Company's documents, instruments and chattel paper, files, records, books of account, business
papers, computer programs and the products and proceeds of all of the foregoing Collateral set forth in clauses
(i)-(iv) above.

(b) "COMPANY" shall mean, collectively, Company and all of the subsidiaries of Company, a list of which is
contained in SCHEDULE A, attached hereto.

(c) "OBLIGATIONS" means all of the Company's obligations under this Agreement and the Notes, in each case,
whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or
extinguished and later decreased, created or incurred, and all or any portion of such obligations or liabilities that
are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the
Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended,
supplemented, converted, extended or modified from time to time.

(d) "UCC" means the Uniform Commercial Code, as currently in effect in the State of New York.

2. GRANT OF SECURITY INTEREST. As an inducement for the Secured Party to purchase the Notes and to
secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the
Obligations, the Company hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the
Secured Party, a continuing security interest in, a continuing first lien upon, an unqualified right to possession and
disposition of and a right of set-off against, in each case to the fullest extent permitted by law, all of the
Company's right, title and interest of whatsoever kind and nature in and to the Collateral (the "SECURITY
INTEREST").

                                                          2
3. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE COMPANY.
The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

(a) The Company has the requisite corporate power and authority to enter into this Agreement and otherwise to
carry out its obligations thereunder. The execution, delivery and performance by the Company of this Agreement
and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company. This Agreement constitutes a legal, valid and binding obligation
of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally.

(b) The Company represents and warrants that it has no place of business or offices where its respective books
of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places
where Collateral is stored or located, except as has been disclosed to the Secured Party;

(c) Except as set forth on SCHEDULE 3(c), the Company is the sole owner or lessor (as the case may be) of
the Collateral (except for non-exclusive licenses granted by the Company in the ordinary course of business), free
and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the
Security Interest in and to pledge the Collateral. There is not on file in any governmental or regulatory authority,
agency or recording office an effective financing statement, security agreement, license or transfer or any notice of
any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this
Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Company
shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing
statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party
pursuant to the terms of this Agreement).

(d) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that
any Collateral or the Company's use of any Collateral violates the rights of any third party. There has been no
adverse decision to the Company's claim of ownership rights in or exclusive rights to use the Collateral in any
jurisdiction or to the Company's right to keep and maintain such Collateral in full force and effect, and there is no
proceeding involving said rights pending or, to the best knowledge of the Company, threatened before any court,
judicial body, administrative or regulatory agency, arbitrator or other governmental authority.

(e) The Company shall at all times maintain its books of account and records relating to the Collateral at its
principal place of business and may not relocate such books of account and records or tangible Collateral unless
it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and
the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing
statements and other necessary documents have been filed and recorded and other steps have been taken to

                                                          3
perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority
liens in the Collateral.

(f) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the
payment and performance of the Obligations and, upon making the filings described in the immediately following
sentence, a perfected first priority security interest in such Collateral. Except for the filing of financing statements
on Form-1 under the UCC in the proper jurisdiction, no authorization or approval of or filing with or notice to
any governmental authority or regulatory body is required either (i) for the grant by the Company of, or the
effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this
Agreement by the Company or (ii) for the perfection of or exercise by the Secured Party of its rights and
remedies hereunder.

(g) On the date of execution of this Agreement, the Company will deliver to the Secured Party one or more
executed UCC financing statements on Form-1 with respect to the Security Interest for filing in the proper
jurisdiction, attached hereto and in such other jurisdictions as may be requested by the Secured Party.

(h) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or
default, or an event that with or without the passage of time or notice, shall constitute a breach or default, under
any agreement to which the Company is a party or by which the Company is bound. No consent (including,
without limitation, from stock holders or creditors of the Company) is required for the Company to enter into and
perform its obligations hereunder.

(i) The Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and
perfected liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the
Security Interest hereunder shall terminate pursuant to Section 11. The Company hereby agrees to defend the
same against any and all persons. The Company shall safeguard and protect all Collateral for the account of the
Secured Party. At the request of the Secured Party, the Company will sign and deliver to the Secured Party at
any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable
statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public
offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and
obligations provided for herein. Without limiting the generality of the foregoing, the Company shall pay all fees,
taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the
Company shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or
subordinations of claims and liens which may be required to maintain the priority of the Security Interest
hereunder.

(j) The Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses
granted by the Company in the ordinary course of business), sell or otherwise dispose of any of the Collateral
without the prior written consent of the Secured Party.

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(k) The Company shall keep and preserve its Equipment, Inventory and other tangible Collateral in good
condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or
located) in any area excluded from insurance coverage.

(l) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly,
in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would
have a material adverse effect on the value of the Collateral or on the Secured Party's security interest therein.

(m) The Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages,
assignments, security agreements, financing statements or other instruments, documents, certificates and
assurances and take such further action as the Secured Party may from time to time request and may in its sole
discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without
limitation, the execution and delivery of a separate security agreement with respect to the Company's intellectual
property ("INTELLECTUAL PROPERTY SECURITY AGREEMENT") in which the Secured Party has been
granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual
Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions
hereof.

(n) The Company shall permit the Secured Party and its representatives and agents to inspect the Collateral at
any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party
from time to time.

(o) The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and
collect any rights, claims, causes of action and accounts receivable in respect of the Collateral.

(p) The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any
attachment, garnishment, execution or other legal process levied against any Collateral and of any other
information received by the Company that may materially affect the value of the Collateral, the Security Interest
or the rights and remedies of the Secured Party hereunder.

(q) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company
with respect to the Collateral is accurate and complete in all material respects as of the date furnished.

(r) SCHEDULE 3(a) to the Purchase Agreement contains a list of all of the wholly-owned subsidiaries of
Company.

4. DEFAULTS. The following events shall be "EVENTS OF DEFAULT":

(a) The occurrence of an Event of Default (as defined in the Notes) under the Notes;