GUARANTY

     

    THIS
      GUARANTY, is entered into as of August 9,
      2006 by
      INNOPUMP , INC., a Nevada corporation ( the “Guarantor”),
      in
      favor of and for the benefit of MELLON HBV MASTER U.S. EVENT DRIVEN FUND, L.P.
      and MELLON HBV GLOBAL EVENT DRIVEN FUND, L.P. (collectively, the “Investor”).

     

    RECITALS

     

    Pursuant
      to the terms, and subject to the conditions, of a Securities Purchase Agreement
      dated the date hereof (the “Securities Purchase Agreement”) between
      Carsunlimited.com, Inc., a Nevada corporation (the “Borrower”), and the
      Investor, the Investor will purchase senior secured redeemable convertible
      promissory notes of the Borrower in the aggregate principal amount of $7,500,000
      (the “Notes”).
      

     

    
      
        Simultaneously
          with or immediately after the purchase of the Notes by the Investor, the
          Guarantor will enter into a merger transaction (the “Merger”) with Pump
          Acquisition Corp., a subsidiary of the Borrower, and become a subsidiary
          of the Borrower. As a party to the Merger, the Guarantor is receiving a
          direct
          or indirect benefit from the opportunity of the Merger and/or the purchase
          proceeds of the Notes, and even if the Merger does not consummate or is
          deemed
          ineffective or invalid thereafter for any reason, the opportunity of, or
          related
          to, the Merger constitutes a valuable benefit and consideration to the
          Guarantor. The Investor is not willing to provide to, or otherwise make
          investment in, the Borrower unless, as one of the conditions to the purchase
          of
          the Notes from the Borrower by the Investor, the Guarantor unconditionally
          guarantees the payment the Notes and performance of obligations under any
          other
          Investment Documents (defined hereinafter) by the Borrower to the Investor.
          At
          the request of Borrower and as an inducement to the Investor to purchase
          the
          Notes, and for good and valuable consideration, the receipt and legal
          sufficiency of which are hereby acknowledged, the Guarantor enters into
          this
          Guaranty in favor of the Investor. Accordingly, the Guarantor hereby agrees
          as
          follows:

      

    

     

    1. Guaranty.

     

    The
      Guarantor hereby unconditionally and irrevocably guarantees to the Investor,
      and
      its respective successors, indorsees, transferees and assigns, the prompt and
      complete payment and performance by the Borrower when due of all its
      obligations, liabilities and indebtedness under the Notes, the Securities
      Purchase Agreement and any other agreement of the Borrower referred to in the
      Securities Purchase Agreement (the Notes, the Securities Purchase Agreement,
      any
      other such agreement and the security agreement entered into by the Guarantor
      in
      favor of the Investor pursuant to the Securities Purchase Agreement are herein
      collectively referred to as the “Investment Documents”), whether by lapse of
      time, by acceleration of maturity or otherwise. The Guarantor hereby
      unconditionally and irrevocably covenants and agrees that the Borrower and
      the
      Guarantor, jointly and severally, are liable for the obligations guaranteed
      hereunder as primary obligors. In the event any Investment Document shall be
      terminated as a result of the rejection thereof by any trustee, receiver or
      liquidating agent of the Borrower or any of their properties in any bankruptcy,
      insolvency, reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar proceeding, the Guarantor’s obligations hereunder shall
      continue to the same extent as if such Investment Document had not been so
      rejected.

     

    (a) If
      all or
      any part of the payment or obligations guaranteed hereunder shall not be
      punctually paid or performed when due, whether at demand, maturity, acceleration
      or otherwise, the Guarantor shall, immediately upon demand by an Investor,
      and
      without presentment, protest, notice of dishonor, notice of non-payment, notice
      of intention to accelerate the maturity, notice of acceleration of the maturity,
      or any other notice whatsoever, pay such due amount in lawful money of the
      United States of America, or perform such due obligations, to such Investor.
      Such demands may be made at any time coincident with or after the time for
      payment of all or part of the obligations guaranteed hereunder, and may be
      made
      from to from with respect to the same or different items of obligations
      guaranteed hereunder. Such demand shall be deemed made, given and received
      in
      accordance with the notice and the waiver provisions hereof. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      Guarantor agrees to pay all reasonable costs, expenses (including, without
      limitation, attorneys’ fees and disbursements) and damages incurred in
      connection with the enforcement of the Guaranty to the extent that such costs,
      expenses and damages are not paid by the Borrower pursuant to the respective
      Investment Documents.

     

    (c) The
      Guarantor further agrees that if any payment made by the Borrower or the
      Guarantor to the Investor on this Guaranty is rescinded, recovered from or
      repaid by the Investor, in whole or in part, in any bankruptcy, insolvency
      or
      similar proceeding instituted by or against the Borrower or Guarantor, this
      Guaranty shall continue to be fully effective to the same extent as though
      the
      payment so recovered or repaid had never originally been made on the Guaranty
      of, and, without giving effect to, any discharge or release of the Guarantor’s
      obligations hereunder granted by the Investor after the date
      hereof.

     

    2. Guaranty
      Continuing, Absolute, Unconditional.
      The
      obligations of the Guarantor hereunder shall be a continuing, absolute,
      unlimited and unconditional guaranty of payment and performance and not merely
      a
      guaranty of collection, and shall not be subject to any counterclaim, setoff,
      deduction or defense based upon any claim the Guarantor may have against the
      Investor or the Borrower or any other person, and shall remain in full force
      and
      effect without regard to, and, to the fullest extent permitted by applicable
      law, shall not be released, discharged or in any way affected by, any
      circumstance or condition (whether or not the Guarantor shall have any knowledge
      or notice thereof) whatsoever which might constitute a legal or equitable
      discharge or defense. This Guaranty may not be revoked by the Guarantor and
      shall continue to be effective with respect to any guaranteed obligations
      arising or created after any attempted revocation by the Guarantor.


     

    3. Waivers.
      The
      Guarantor unconditionally and irrevocably waives, to the fullest extent
      permitted by applicable law: (a) notice of any of the matters referred to
      in Section 2; (b) all notices which may be required by statute, rule of law
      or otherwise to preserve any rights against the Guarantor hereunder, including,
      without limitation, notice of the acceptance of this Guaranty, or the creation,
      renewal, extension, modification or accrual of the Guaranty or notice of any
      other matters relating thereto, any presentment, demand, notice of dishonor,
      protest, nonpayment of any damages or other amounts payable under any Investment
      Document; (c) any requirement for the enforcement, assertion or exercise of
      any right, remedy, power or privilege under or in respect of any Investment
      Document, including, without limitation, diligence in collection or protection
      of or realization upon the Guaranty or any part thereof or any collateral
      therefor; (d) any requirement of diligence; (e) any requirement to
      mitigate the damages resulting from a default by the Borrower under any
      Investment Document; (f) the occurrence of every other condition precedent
      to which the Guarantor or the Borrower may otherwise be entitled; (g) the
      right to require the Investor to proceed against the Borrower or any other
      person liable on the Guaranty, to proceed against or exhaust any security held
      by the Borrower or any other person, or to pursue any other remedy in the
      Investor’s power whatsoever; (h) the right to have the property of the
      Borrower first applied to the discharge of the Guaranty; (i) any right or
      requirement to enforce the Investor’s rights against any security, collateral,
      or other assurance of payment which shall ever have been to secure the payment
      and performance of the obligations of the Borrower or the Guarantor or to
      exhaust any remedies available to the Investor against any such security,
      collateral, or assurance; (j) any right or requirement to enforce the Investor’s
      rights against any other guarantors or co-guarantors of the obligations
      guaranteed hereunder; and (k) until such time that the Guaranty has been
      indefeasibly paid in full, any and all rights it may now or hereafter have
      under
      any agreement or at law or in equity (including, without limitation, any law
      subrogating the Guarantor to the rights of the Investor) to assert any claim
      against or seek contribution, indemnification or any other form of reimbursement
      from the Borrower or any other party liable for payment of any or all of the
      Guaranty for any payment made by the Guarantor under or in connection with
      this
      Guaranty or otherwise. The Investor may, at its election, exercise any right
      or
      remedy it may have against the Borrower without affecting or impairing in any
      way the liability of the Guarantor hereunder and the Guarantor waives, to the
      fullest extent permitted by applicable law, any defense arising out of the
      absence, impairment or loss of any right of reimbursement, contribution or
      subrogation or any other right or remedy of the Guarantor against the Borrower,
      whether resulting from such election by the Investor or otherwise. The Guarantor
      waives any defense arising by reason of any disability or other defense of
      the
      Borrower or by reason of the cessation for any cause whatsoever of the
      liability, either in whole or in part, of the Borrower to the Investor for
      the
      Guaranty. The Guarantor assumes the responsibility for being and keeping
      informed of the financial condition of the Borrower and of all other
      circumstances bearing upon the risk of nonpayment of the Guaranty and agrees
      that the Investor shall not have any duty to advise the Guarantor of information
      regarding any condition or circumstance or any change in such condition or
      circumstance. The Guarantor acknowledges that the Investor has not made any
      representations to the Guarantor concerning the financial condition of the
      Borrower.

     

    
      
        
        

      

      
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    4. Other
      Security.
      The
      Guarantor hereby consents and agrees that the obligations of the Guarantor
      hereunder shall not be released, diminished, impaired, reduced or adversely
      affected by, and Guarantor hereby waives any common law, equitable, statutory
      or
      other rights which the Guarantor might otherwise have as a result of or in
      connection with, (a) the taking or accepting of any security, collateral or
      guaranty or other assurance of payment, for all or any part of the obligations
      guaranteed hereunder, (b) any release, surrender, exchange, subordination,
      deterioration, waste, loss or impairment of any collateral, property or security
      at any time existing in connection with, or assuring or securing payment of,
      all
      or any part of the obligations guaranteed hereunder. 

     

    5. Parties.
      This
      Guaranty shall inure to the benefit of the Investor and its successors, assigns
      or transferees, and shall be binding upon the Guarantor and its successors
      and
      assigns. Guarantor may not delegate any of Guarantor’s duties under this
      Guaranty without the prior written consent of the Investor.

     

    6. Notices.
      Notices
      to the Investor and to the Guarantor shall be given to each at the respective
      addresses set forth in the security agreement pertaining to this Guaranty
      entered into between them, or at such other address as may subsequently be
      specified in a notice given pursuant to the provisions of this
      Section.

     

    7. Right
      to Deal with the Borrower.
      At any
      time and from time to time, without terminating, affecting or impairing the
      validity of this Guaranty or the obligations of the Guarantor hereunder, the
      Investor may deal with the Borrower in the same manner and as fully as if this
      Guaranty did not exist and shall be entitled, among other things, to grant
      the
      Borrower, without notice or demand and without affecting the Guarantor’s
      liability hereunder, such extension or extensions of time to perform, renew,
      compromise, accelerate or otherwise change the time for payment of or otherwise
      change the terms of indebtedness or any part thereof contained in or arising
      under any Investment Document or any other document evidencing obligations
      of
      the Borrower to the Investor, or to waive any obligation of the Borrower to
      perform, any act or acts as the Investor may deem advisable.

     

     

    
      
        
        

      

      
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    8. GOVERNING
      LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
      THIS
      GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK. THE GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
      OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND
      ANY COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT
      AGAINST THE GUARANTOR AND RELATED TO OR IN CONNECTION WITH THIS GUARANTY OR
      THE
      TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE
      LAW,
      THE GUARANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A
      DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT
      THE
      GUARANTOR IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT
      THE
      SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE
      OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS GUARANTY OR ANY
      DOCUMENT OR ANY INSTRUMENT REFERRED TO HEREIN OR THE SUBJECT MATTER THEREOF
      MAY
      NOT BE LITIGATED IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE
      LAW, THE GUARANTOR AGREES (I) NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY
      REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR
      JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT
      AND (II) NOT TO ASSERT ANY COUNTERCLAIM, IN ANY SUCH SUIT, ACTION OR PROCEEDING
      UNLESS SUCH COUNTERCLAIM COULD NOT, BY REASON OF ANY APPLICABLE FEDERAL OR
      STATE
      PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER ACTION. THE
      GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON THE GUARANTOR BY
      CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS
      GUARANTY OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK. THE GUARANTOR
      IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
      COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE INVESTMENT
      DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     

    9. Miscellaneous.
      

     

    (a) If
      any
      term of this Guaranty or any application hereof shall be invalid or
      unenforceable, the remainder of this Guaranty and any other application of
      such
      term shall not be affected thereby. 

     

    (b) Any
      term
      of this Guaranty may be amended, waived, discharged or terminated only by an
      instrument in writing signed by the Guarantor and the Investor. No notice to
      or
      demand on the Guarantor shall be deemed to be a waiver of the obligations of
      the
      Guarantor or of the right of the Investor to take further action without notice
      or demand as provided in this Guaranty. No course of dealing between the
      Guarantor and the Investor shall change, modify or discharge, in whole or in
      part, this Guaranty or any obligations of the Guarantor hereunder. No waiver
      of
      any term, covenant or provision of this Guaranty shall be effective unless
      given
      in writing by the Investor and if so given shall only be effective in the
      specific instance in which given. 

     

    (c) The
      headings in this Guaranty are for purposes of reference only and shall not
      limit
      or define the meaning hereof. 

     

    (d) No
      delay
      or omission by the Investor in the exercise of any right under this Guaranty
      shall impair any such right, nor shall it be construed to be a waiver thereof;
      nor shall any single or partial exercise of any right hereunder preclude any
      other or further exercise of any other right. 

     

     

    
      
        
        

      

      
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    (e) The
      execution and delivery of this Guaranty shall not supersede, terminate, modify
      or supplement in any manner any other guaranty previously executed and delivered
      to the Investor by the Guarantor and no release or termination of any guaranty
      shall be construed to terminate or release any other guaranty unless such
      guaranty is specifically referred to in any such termination.

     

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    IN
      WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty as
      of
      the day and year first above written.

     

    
      	 	 	 
	 	GUARANTOR:
	 	 
	 	INNOPUMP, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              

            
	 	Name:	 
	 	Title:	 


    

     


    
      
        
        

      

      
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