SECURITIES
      PURCHASE AGREEMENT

    


    THIS
      SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of August 9, 2006,
      by
      and between Carsunlimited.com, Inc., a Nevada corporation (the "Company"),
      and
      Mellon HBV Master U.S. Event Driven Fund, L.P. and Mellon HBV Master Global
      Event Driven Fund, L.P. (each an "Investor" and collectively, the
      "Investors").

    


    WITNESSETH:

    


    WHEREAS,
      in order to provide funding for working capital, capital expenditures, mandatory
      debt repayment and general corporate purposes for the Company in conjunction
      with the reverse triangular merger (the “Merger”) of the Company, Pump
      Acquisition Corp., a wholly owned Company subsidiary Nevada corporation
      (“Pump”), and Innopump, Inc., a Nevada corporation ("Innopump") pursuant to the
      Merger Agreement among those parties, in the form attached as Exhibit
      A
      (the
      "Merger Agreement"), the Company desires to sell to the Investors, and the
      Investors desire to purchase from the Company, (a) 10% senior secured redeemable
      convertible promissory notes in the aggregate principal amount of $7,500,000
      (the "Notes"), in the form attached as Exhibit
      B hereto,
      and (b) warrants (the “Warrants”), in the form attached as Exhibit
      C hereto,
      to purchase that number of shares of the Company’s common stock, $0.001 par
      value per share (the “Common Stock”) specified in the Warrant(s) on the terms
      and conditions set forth in the Warrants, pursuant to the terms of this
      Agreement;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      in
      this Agreement, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties do hereby agree as
      follows:

    


    
      	1.  	
              Purchase
                and Sale of Notes and Warrants

            


    

    


    
      	1.1.  	
              Issuance
                and Sale of Notes and Warrants. Subject to the terms and conditions
                of
                this Agreement, each of the Investors agrees to purchase at the Closing
                (as hereafter defined), and the Company agrees to issue and sell
                to each
                of the Investors at the Closing, the amount of Notes and the Warrants
                forth opposite such Investor’s name on the Signature Page hereto for an
                aggregate purchase price of Seven Million-Five-Hundred-Thousand
                ($7,500,000) Dollars (the "Purchase
                Price").

            


    

    


    
      	1.2.  	
              Closing.

            


    

    


    
      	1.2.1.  	
              The
                closing of the purchase and sale of $7,500,000 principal amount of
                Notes
                and Warrants under this Agreement (the "Closing") shall be held at
                the
                offices of Beckman, Lieberman & Barandes, LLP, 116 John Street,
                13th
                Floor, New York, New York (or remotely via the exchange of documents
                and
                signatures), on August [9], 2006 (the date of the Closing is hereinafter
                referred to as the "Closing Date"). Prior to the Closing, the Company
                shall transmit to each Investor a copy of the final form of the Merger
                Agreement.

            


    

    


    
      	1.2.2.  	
              At
                the Closing, the Company shall deliver to the Investors, the Notes
                and
                related Warrants against payment of the Purchase Price to the Company
                along with the Registration Rights Agreement (the "Registration Rights
                Agreement") in the form attached as Exhibit
                D hereto
                and the Security Agreement (the “Security Agreement”) in the form attached
                as Exhibit
                E hereto.

            


    

     

    
      
        
        

      

      
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      	1.3.  	
              The
                Notes.
                The Notes shall mature in thirty (30) months from the date of the
                Notes,
                shall bear interest at the rate of ten per cent (10%) per annum and
                shall
                be senior in priority to all other indebtedness of the Company, hereafter
                issued or now outstanding with the exception of Permissible Parity
                Indebtedness (as defined in the
                Notes).

            


    

    


    
      	1.4.  	
              Security
                Interest.
                Payment of, and obligations under, the Notes shall be secured by
                a fully
                perfected first priority liens and security interests in substantially
                all
                present and future general intangibles, including copyrights, patents,
                trademarks, tradenames, trade secrets and other intellectual property,
                and
                all present and future license and other contract rights related
                thereto,
                and all tangible real and personal property and assets of the Company
                and
                the Guarantors (as hereinafter defined), including accounts receivable
                and
                other rights to payment, inventory, owned and leased real estate,
                fixtures, machinery and equipment, deposit, securities and commodities
                accounts, tax refunds and cash exclusive of Permitted Liens (as defined
                in
                the Notes). All such collateral shall be free and clear of liens,
                claims,
                and encumbrances other than those in favor of the Investors and Permitted
                Liens.

            


    

    


    
      	1.5.  	
              Guarantors.
                Payment
                of, and obligations under, the Notes will be unconditionally, irrevocably
                and absolutely guaranteed by all present and future (i) United States
                subsidiaries (direct or indirect) of the Company, (ii) Innopump (as
                the
                corporation surviving the Merger), and (iii) subject to applicable
                foreign
                law, all non-United States subsidiaries (direct or indirect) of the
                Company.

            


    

    


    
      	1.6.  	
              Registration
                Rights Agreement.
                The
                Registration Rights Agreement will provide that within ninety (90)
                days
                following the date of Closing the Company shall register with the
                Securities and Exchange Commission (“SEC”) all Registrable Shares, as such
                term is defined in the Registration Rights Agreement. In addition,
                the
                Company will have an obligation to respond to any SEC inquiries within
                ten
                (10) business days (subject to extension for delivery by auditors
                for the
                Company of materials, information or other responses required to
                so
                respond) and the Registration Statement must be declared effective
                at the
                earlier of: (i) 180 days from the date of Closing of the transaction
                or
                (ii) 30
                days after receiving a no-review status from the SEC. In the event
                the
                registration statement has not been declared effective within 180
                days
                after the date of the Closing, the Company will issue to the Investors
                warrants equal to 2% of the number of shares of Common Stock issuable
                to
                each Investor upon exercise of its Warrant for each 30 day period
                thereafter.

            


    

     

    
      	2.  	
              Representations
                and Warranties of the Company.
                The Company hereby represents and warrants to the Investors, as of
                the
                date of the Closing except as set forth on a Schedule of Exceptions
                to
                Representations and Warranties attached hereto as Exhibit
                F (the
                "Schedule of Exceptions"), the
                following:

            


    

    


    
      	2.1.  	
              Subsidiaries.
                The Company does not presently own or control, directly or indirectly,
                any
                interest in any other corporation, association, or other business
                entity
                except as disclosed in the SEC Reports (as hereinafter defined) (each,
                a
                "Subsidiary" and collectively, the "Subsidiaries"). Unless the context
                requires otherwise, all references herein to the "Company" shall
                refer to
                the Company and its Subsidiaries. The Company is not a party to any
                joint
                venture, partnership or similar
                arrangement.

            


    

    
       

      
        
          
          

        

        
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      	2.2.  	
              Organization.
                Good Standing and Qualification.
                The Company is a corporation duly organized, validly existing, and
                in good
                standing under the laws of the State of Nevada, and has all requisite
                corporate power and authority to carry on its business as now conducted.
                The Subsidiaries are duly organized in their respective jurisdictions
                of
                organization, validly existing and in good standing in such respective
                jurisdictions and each has the power and authority to carry on its
                respective business as now conducted. The Company and the Subsidiaries
                are
                duly qualified to transact business and are in good standing in each
                jurisdiction in which the failure so to qualify would have a Material
                Adverse Effect (as hereinafter defined) on the Company's business
                or
                properties.

            


    

    


    
      	2.3.  	
              Capitalization
                and Voting Rights.
                The number of authorized, issued and outstanding capital stock of
                the
                Company as of the date hereof is, and as of the Closing Date immediately
                prior to the Merger will be, set forth in Exhibit
                G-1.
                All of the outstanding capital stock of the Company has been duly
                authorized and is validly issued, fully paid and nonassessable. All
                capital stock of the Company has been issued in compliance with all
                applicable federal and state securities laws. Except as disclosed
                in
                Exhibit G-1, no securities of the Company or any Subsidiary are entitled
                to preemptive or similar rights, nor is any holder of securities
                of the
                Company or any Subsidiary entitled to preemptive or similar rights
                arising
                out of any agreement or understanding with the Company or any Subsidiary
                by virtue of any of the Transaction Documents (defined hereinafter).
                Except as disclosed in Exhibit G-1, there are no outstanding options,
                warrants, script rights to subscribe to, calls or commitments of
                any
                character whatsoever relating to, or securities, except as a result
                of the
                purchase and sale of the Securities, or rights or obligations convertible
                into or exchangeable for, or giving any Person (as defined below)
                any
                right to subscribe for or acquire, any shares of capital stock, or
                contracts, commitments, understandings, or arrangements by which
                the
                Company or any Subsidiary is or may become bound to issue additional
                shares of capital stock, or securities or rights convertible or
                exchangeable into shares of capital stock. On a pro-forma and fully
                diluted basis, giving effect to the Merger and the issuance of the
                Notes
                and the Warrants hereunder, the number of authorized, issued and
                outstanding shares of capital stock of the Company will be as set
                forth in
                Exhibit
                G-2.

            


    

    


    
      	2.4.  	
              Authorization.
                All corporate action on the part of the Company, its officers, directors
                and shareholders necessary for the authorization, execution, and
                delivery
                of this Agreement, the Notes, the Warrants, the Registration Rights
                Agreement and the Security Agreement (collectively, the "Transaction
                Documents"), the performance of all obligations of the Company hereunder
                and thereunder and the authorization, issuance (or reservation for
                issuance), and delivery of the Notes and Warrants and the shares
                of Common
                Stock issuable upon conversion of the Notes and exercise of the Warrants
                (collectively, the "Securities"), has been taken or will be taken
                prior to
                the Closing, and the Transaction Documents constitute valid and legally
                binding obligations of the Company, enforceable in accordance with
                their
                respective terms, except (i) as limited by applicable bankruptcy,
                insolvency, reorganization, moratorium, and other laws of general
                application affecting enforcement of creditors' rights generally,
                (ii) as
                limited by laws relating to the availability of specific performance,
                injunctive relief, or other equitable remedies, and (iii) to the
                extent
                the indemnification provisions contained in the Transaction Documents
                may
                be limited by applicable federal or state
                laws.

            


    

    


    
      
        
        

      

      
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      	2.5.  	
              Valid
                Issuance of Notes, Warrants and Common Stock.
                The Notes and Warrants being purchased by the Investors hereunder,
                when
                issued, sold, and delivered in accordance with the terms hereof for
                the
                consideration provided for herein, will be duly and validly issued,
                fully
                paid and non-assessable and, based in part upon the representations
                of the
                Investors in this Agreement, will be issued in compliance with all
                applicable federal and state securities laws. The Common Stock issuable
                upon conversion of the Notes and exercise of the Warrants has been
                duly
                and validly reserved for issuance, and upon issuance in accordance
                with
                the terms of the Notes and the Warrants and payment of the conversion
                price as required by the Notes and payment of the exercise price
                as
                required by the Warrants, shall be duly and validly issued, fully
                paid and
                nonassessable, and issued in compliance with all applicable securities
                laws, as presently in effect, of the United States and each of the
                states
                whose securities laws govern the issuance of the Notes and Warrants
                hereunder.

            


    

    


    
      	2.6.  	
              Filings,
                Consents and Approvals.
                Except as set forth on Exhibit
                H neither
                the Company nor any Subsidiary is required to obtain any consent,
                waiver,
                authorization or
                order of, give any notice to, or make any filing or registration
                with, any
                court or other federal, state, local or other governmental authority
                or
                other Person in connection with the execution, delivery and performance
                by
                the Company of the Transaction Documents, other than filings to comply
                with requirements under the Securities Act of 1933, as amended (the
                "Act"), and applicable Blue Sky filings and (ii) in all other cases
                where
                the failure to obtain such consent, waiver, authorization or order,
                or to
                give such notice or make such filing or registration could not have
                or
                result in, individually or in the aggregate, a material adverse effect
                on
                the results of operations, business, assets, properties, prospects
                or
                financial condition of the Company and its Subsidiaries taken as
                a whole
                ("Material Adverse Effect").

            


    

    


    
      	2.7.  	
              Litigation.
                There is no action, suit, proceeding, claim or investigation pending
                or,
                to the knowledge of the Company, currently threatened against the
                Company
                which questions the validity of the Transaction Documents, or the
                right of
                the Company to enter into any of them, or to consummate the transactions
                contemplated hereby or thereby, or which might result, either individually
                or in the aggregate, in any Material Adverse Effect, nor is the Company
                aware that there is any basis for the foregoing. The foregoing includes,
                without limitation, actions, pending or threatened (or any basis
                therefor
                known to the Company), involving the prior employment of any of the
                Company's employees, their use in connection with the Company's business
                of any information or techniques allegedly proprietary to any of
                their
                former employers, or their obligations under any agreements with
                prior
                employers. The Company is not a party or subject to the provisions
                of any
                order, writ, injunction, judgment, or decree of any court or government
                agency or instrumentality.

            


    

    


    
      
        
        

      

      
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      	2.8.  	
              Compliance
                with Other Instruments.
                The Company is not in violation or default of any provisions of its
                Articles of Incorporation or Bylaws, as amended, or of any instrument,
                judgment, order, writ, decree, mortgage, indenture, lease, license
                or
                contract to which it is a party or by which it is bound or, to its
                knowledge, of any provision of federal, state, or local statute,
                rule, or
                regulation applicable to the Company, except as would not reasonably
                be
                expected, singly or in the aggregate, to have a Material Adverse
                Effect.
                The execution, delivery, and performance of the Transaction Documents
                and
                the consummation of the transactions contemplated thereby will not
                result
                in any such violation or be in conflict with or constitute, with
                or
                without the passage of time and giving of notice, either a default
                under
                any such provision, instrument, judgment, order, writ, decree or
                contract,
                or an event which results in the creation of any lien, charge, or
                encumbrance upon any assets of the Company or the suspension, revocation,
                impairment, forfeiture, or nonrenewal of any material permit, license,
                authorization, or approval applicable to the Company, its business
                or
                operations, or any of its assets or properties, except as would not
                reasonably be expected, singly or in the aggregate, to have a Material
                Adverse Effect.

            


    

    


    
      	2.9.  	
              Permits.
                The Company has all material franchises, permits, licenses, and any
                similar authority necessary for the conduct of its business as now
                being
                conducted by it, the lack of which could have a Material Adverse
                Effect
                and believes it can obtain, without undue burden or expense, any
                similar
                authority for the conduct of its business as planned to be conducted.
                The
                Company is not in default in any material respect under any of such
                franchises, permits, licenses, or other similar
                authority.

            


    

    


    
      	2.10.  	
              Compliance
                with Laws.
                The conduct of business by the Company and each Subsidiary as presently
                and proposed to be conducted is not subject to continuing oversight,
                supervision, regulation or examination by any governmental official
                or
                body of the United States or any other jurisdiction wherein the Company
                or
                any Subsidiary conducts or proposes to conduct such business, except
                such
                regulation as is applicable to commercial enterprises generally.
                Neither
                the Company nor any of the Subsidiaries has received any notice of
                any
                violation of or noncompliance with, any federal, state, local or
                foreign
                laws, ordinances, regulations and orders (including, without limitation,
                those relating to environmental protection occupational safety and
                health,
                federal securities laws, equal employment opportunity, consumer
                protection, credit reporting, "truth-in-lending", and warranties
                and trade
                practices) applicable to its business or to the business of any
                Subsidiary, the violation of; or noncompliance with, which would
                have a
                Material Adverse Effect, and the Company knows of no facts or set
                of
                circumstances which would give rise to such a
                notice.

            


    

     

    
      	2.11.  	
              Brokers.
                Except as set forth in Section 8.7, no broker, investment banker
                or other
                person is entitled to any broker’s, finder’s or other similar fee or
                commission is payable by the Company in connection with the transactions
                contemplated by this Agreement.

            


    

    


    
      
        
        

      

      
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      	2.12.  	
              No
                Adverse Effects.
                Except as disclosed on Schedule Section 2.12 hereto, since March
                31, 2006,
                (i) the business of the Company has been conducted only in the
                ordinary course; (ii) there has been no change that individually or
                in the aggregate, has had a Material Adverse Effect on the Company;
                and
                (iii) there has been no damage, destruction or loss or, to the
                knowledge of the Company, other occurrence or development, whether
                or not
                Insured against, which, either singly or in the aggregate, constitute
                a
                Material Adverse Effect, and the Company has no knowledge of any
                threatened occurrence or development which would constitute a Material
                Adverse Effect.

            


    

    


    
      	2.13.  	
              Taxes.
                True
                and correct copies of the Company’s federal and state income tax returns
                for the years ended December 31, 2004 and December 31, 2005 have
                been
                delivered to the Investors. All tax returns (including information
                returns) required by any jurisdiction to have been filed as of the
                date of
                this Agreement by or with respect to the Company have been timely
                filed,
                except for returns with respect to which extensions have been granted,
                and
                each such return is true, correct and complete in all material
                respects.

            


    

    


    
      	2.13.1.  	
              All
                material liabilities of the Company to any jurisdiction for taxes
                of every
                kind and nature, including interest thereon and penalties with respect
                thereto (collectively “Taxes”)
                relating to any period prior to March 31, 2006 have
                been timely paid or are accrued and provided for in the Company Financial
                Statements as of March 31, 2006. Any liability for Taxes incurred
                by the
                Company since March 31, 2006 was incurred in the ordinary course
                of
                business.

            


    

    


    
      	2.13.2.  	
              The
                Company is not required to file any foreign income tax returns. The
                state
                income tax returns of the Company have not been audited by the appropriate
                taxing authorities within the past five (5) years. To the Company’s
                knowledge, neither the Internal Revenue Service nor any state, local
                or
                other taxing authority has proposed any additional Taxes, interest
                or
                penalties with respect to the Company or any of its operations or
                business; there are no pending or, to the Company’s knowledge, threatened
                tax claims or assessments; and there are no pending or, to the Company’s
                knowledge, threatened tax examinations by any taxing
                authorities.

            


    

    


    
      	2.13.3.  	
              The
                Company has not given any waivers of rights (which are currently
                in
                effect) under applicable statutes of limitations with respect to
                the
                income tax returns for any fiscal
                year.

            


    

    


    
      	2.14.  	
              Title
                to Property.
                The Company has valid title to the personal property set forth on
                Schedule
                Section 2.14, free and clear of all liens, claims, charges, security
                interests and encumbrances other than Permitted Liens (as defined
                in the
                Security Agreement). Such assets are (i) sufficient and adequate
                for the
                Company to carry on its business as presently conducted; and (ii)
                are in
                reasonably good condition and repair, normal wear and tear excepted.
                The
                Company does not own any real
                property.

            


    

    


    
      	2.15.  	
              Intellectual
                Property.
                Schedule Section 2.15 hereto sets forth a true and complete list
                of all
                (i) trademarks, service marks and tradenames, and the federal, state
                and foreign registrations and applications thereof (“Trademarks”),
                (ii) patents and patent applications and extensions and renewals
                thereof (“Patent
                Rights”),
                (iii) registered copyrights and copyright applications and renewals
                thereof (“Copyrights”),
                and (iv) licenses held with respect to any trademark, service mark,
                trade name, patent or copyright (other than shrink-wrap licenses
                relating
                to generally available software) (“License
                Rights”)
                held by the Company. All Trademarks, Patent Rights, Copyrights, License
                Rights and Trade Secrets (“Intellectual Property”) of the Company that are
                owned by the Company are owned free and clear of any and all licenses,
                liens, claims, security interests, charges or other encumbrances
                or
                restrictions of any kind, except as reflected on Schedule Section
                2.15 and
                no licenses for the use of any of such rights have been granted by
                the
                Company to any third parties. All of such rights are valid, enforceable
                and in good standing and are reasonably sufficient and appropriate
                for the
                conduct of the business of the Company as currently and proposed
                to be
                conducted. To the Company’s knowledge, the operation of the Company does
                not infringe in any way on or conflict with any registered or unregistered
                patent, trademark, trade name, copyright, trade secret, contract,
                license
                or other right, of any person, and the Company does not license any
                such
                right from others except as set forth on Schedule Section 2.15. No
                claim
                is pending or, to the knowledge of the Company, threatened or has
                been
                made within the past five years, to the effect that any such infringement
                or conflict has occurred. No other Intellectual Property, other than
                Intellectual Property owned or licensed by the Company, is required
                by it
                for its business as conducted prior to the date hereof. The Company
                has no
                knowledge of any infringement by any third parties upon any of the
                Intellectual Property of the
                Company.

            


    

    


    
      
        
        

      

      
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      	2.16.  	
              Benefit
                Plans.

            


    

    


    
      	2.16.1.  	
              The
                Company does not maintain or contribute to, and has not previously
                maintained or contributed to, an “employee pension benefit plan” (as
                defined in Section 3(2) of the Employee Retirement Income Security
                Act of
                1974, as amended (“ERISA”). The Company does not currently contribute to,
                and has not previously contributed to, any multiemployer plan (as
                defined
                in Section 3(37) of ERISA).

            


    

    


    
      	2.16.2.  	
              Schedule
                Section 2.16.2 sets forth a true and complete list of each “employee
                welfare benefit plan” (as defined in Section 3(1) of ERISA)
                maintained by the Company or to which the Company contributes or
                is
                required to contribute on behalf of officers and employees of the
                Company
                (such employee welfare benefit plans being hereinafter collectively
                referred to as the “Company
                Welfare Benefit Plans“).
                With respect to each Company Welfare Benefit Plan, all contributions
                or
                premiums due by the Closing Date have been paid.
                Each Company Welfare Benefit Plan has been administered to date in
                compliance with the requirements of ERISA and all other applicable
                laws,
                and all reports, if any, required by any government agency with respect
                to
                each Welfare Benefit Plan have been timely filed. There are no actions,
                suits or claims (other than routine claims for benefits) pending
                or which
                could reasonably be expected to be asserted against the Company in
                connection with any Welfare Benefit Plan, and there are no civil
                or
                criminal actions pending or, to the knowledge of the Company, threatened
                against the Company with respect to any such Welfare Benefit
                Plan.

            


    

    


    
      
        
        

      

      
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      	2.16.3.  	
              Schedule Section
                2.16.3 lists each deferred compensation plan, bonus plan, employee
                stock
                purchase plan, stock option plan and any other “employee benefit plan” (as
                defined in Section 3(2) of ERISA), agreement, arrangement or commitment
                not required under a previous subsection to be listed on Schedule
                2.16.3
                or maintained by the Company with respect to the compensation of
                any of
                the Company’s employees.

            


    

    


    
      	2.17.  	
              No
                Soliciatation.
                Other than from the Investors, the Company has not directly or indirectly
                solicited the purchase or sale of the Notes and the
                Warrants.

            


    

    


    
      	2.18.  	
              No
                Shareholder Rights Plan.
                The
                Company has not adopted a shareholder rights plan or “poison pill” or any
                similar arrangement that limits the voting rights of its
                stockholders.

            


    

    


    
      	2.19.  	
              Disclosure.
                This Agreement, the Notes, the Warrants and any other statements
                or
                certificates made or delivered in connection herewith or therewith,
                when
                taken together with the Disclosure Materials (as defined below),
                do not
                contain any untrue statement of a material fact or omit to state
                a
                material fact necessary to make the statements herein or therein
                not
                misleading.

            


    

    


    
      	2.20.  	
              SEC
                Reports: Financial Statements.
                The Company has filed all reports required to be filed by it under
                the
                Securities Exchange Act of 1934, as amended (the “Exchange Act”),
                including pursuant to Section 13(a) or 15(d)1 thereof; for the two
                years
                preceding the date hereof (or such shorter period as the Company
                was
                required by law to file such material) (the foregoing materials being
                collectively referred to herein as the "SEC Reports" and, together
                with
                the Schedule of Exceptions to this Agreement, the "Disclosure Materials")
                on a timely basis or has received a valid extension of such time
                of filing
                and has filed any such SEC Reports prior to the expiration of any
                such
                extension. As of their respective dates, the SEC Reports complied
                in all
                material respects with the requirements of the Securities Act and
                the
                Exchange Act and the rules and regulations of the Securities and
                Exchange
                Commission (“SEC”) promulgated thereunder, and none of the SEC Reports,
                when filed, contained any untrue statement of a material fact or
                omitted
                to state a material fact required to be stated therein or necessary
                in
                order to make the statements therein, in light of the circumstances
                under
                which they were made, not misleading. All material agreements to
                which the
                Company is a party or to which the property or assets of the Company
                are
                subject have been filed as exhibits to the SEC Reports to the extent
                required. The financial statements of the Company included in the
                SEC
                Reports comply in all material respects with applicable accounting
                requirements and the rules and regulations of the SEC with respect
                thereto
                as in effect at the time of filing. Such financial statements have
                been
                prepared in accordance with generally accepted accounting principles
                applied on a consistent basis during the periods involved ("GAAP"),
                except
                as may be otherwise specified in such financial statements or the
                notes
                thereto, and fairly present in all material respects the financial
                position of the Company and its consolidated subsidiaries as of and
                for
                the dates thereof and the results of operations and cash flows for
                the
                periods then ended, subject, in the case of unaudited statements,
                to
                normal, immaterial, year-end audit adjustments. Additionally, since
                the
                adoption of the Sarbanes-Oxley Act of 2002 (the "New Act"), the Company
                has complied in all material respects with the laws, rules and regulations
                applicable to the Company under the New
                Act.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	3.  	
              Representations
                and Warranties of the Investors.
                Each of the Investors, severally and not jointly, hereby represents
                and
                warrants that:

            


    

    


    
      	3.1.  	
              Authorization.
                The Transaction Documents constitute valid and legally binding obligations
                of such Investor enforceable in accordance with their terms, except
                (i) as
                limited by applicable bankruptcy, insolvency, reorganization, moratorium,
                and other laws of general application affecting enforcement of creditors'
                rights generally and (ii) as limited by laws relating to the availability
                of specific performance, injunctive relief, or other equitable
                remedies.

            


    

    

      	3.2.  	
              Purchase
                Entirely for Own Account.
                The Note and Warrant to be purchased by such Investor and the Common
                Stock
                issuable upon conversion of the Note and exercise of the Warrant
                will be
                acquired for investment for such Investor's own account and not with
                a
                view to the resale or distribution of any part thereof. Each Investor
                represents that it has full power and authority to enter into this
                Agreement. 

            


    

    


    
      	3.3.  	
              Disclosure
                of Information.
                Such Investor acknowledges that it has received all the information
                that
                it has requested relating to the Company and the purchase of the
                Notes and
                Warrants, has had an opportunity to review and question the Company
                in
                connection with all public filings of the Company under applicable
                state
                and federal rules and regulations, or as required by the SEC or state
                regulatory agencies and has had an opportunity to ask questions and
                receive answers from the Company regarding the terms and conditions
                of the
                offering of the Notes and Warrants. Such Investor further represents
                that
                it has reviewed the Merger Agreement and other information regarding
                the
                business of Innopump, and has had an opportunity to ask questions
                and
                receive answers from the Company regarding the terms and conditions
                of the
                Merger and business of Innopump. The foregoing, however, does not
                limit or
                modify the representations and warranties of the Company in Section
                2 of
                this Agreement or the right of any Investor to rely
                thereon.

            


    

    


    
      	3.4.  	
              Accredited
                Investor.
                Such Investor is an "accredited investor" within the meaning of Rule
                501
                of Regulation D of the SEC, as presently in
                effect.

            


    

    


    
      	3.5.  	
              Restricted
                Securities.
                Such Investor understands that the Notes and Warrants, and the shares
                of
                Common Stock issuable upon conversion of the Notes and exercise of
                the
                Warrants, that are being purchased are characterized as “restricted
                securities" under the federal securities laws inasmuch as they are
                being
                acquired from the Company in a transaction not involving a public
                offering, and that under such laws and applicable regulations such
                securities may be resold without registration under the Act, only
                in
                certain limited circumstances. In this connection, the Investor represents
                that it is familiar with SEC Rule 144, as presently in effect, and
                understands the resale limitations imposed thereby and by the
                Act.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    
      	3.6.  	
              Legends.
                It is understood that the certificates evidencing the Notes and the
                Warrants (and the Common Stock issuable upon conversion and exercise
                thereof) may bear the following
                legend:

            


    

    


    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT TO RESTRICTIONS
      ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED
      HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE
      OF
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL,
      REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE
      PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION
      UNDER THE ACT."

    

      	3.7.  	
              Agent
                Appointment.
                (a)
                At the Closing, the Note Requisite Holders (as hereinafter defined
                and for
                these purposes, as existing on such date) may at its sole discretion
                appoint an agent ("Agent") pursuant to the Notes. In such capacity,
                Agent
                shall only be obligated to take action and shall act as directed
                by the
                Note Requisite Holders; neither Agent nor any of its officers, directors,
                managers, members, employees or affiliates shall be responsible to
                Investors for any losses that any of such Investors may incur hereunder.
                The Agent shall be entitled to conclusively rely on any such direction
                or
                consent from the Note Requisite Holders. In addition, the Agent may
                act in
                reliance upon any signature believed by it to be genuine, and may
                assume
                that any person who has been designated by the Investors to give
                any
                written instructions, notice or receipt, or make any statements in
                connection with the provisions hereof has been duly authorized to
                do so.
                Agent shall have no duty to make inquiry as to the genuineness, accuracy
                or validity of any statements or instructions or any signatures on
                statements or instructions.

            


    

    


    
      	3.7.1.  	
              Each
                Investor hereby confirms that Agent if appointed shall act as its
                security
                agent (the "Security Agent") under the Security Agreement with respect
                to
                the Collateral (as defined in the Security Agreement), to take all
                actions
                as contemplated in such capacity in the Security Agreement and to
                be
                entitled to the benefits of the provisions of the Security Agreement.
                Each
                Investor acknowledges that actions by the Security Agent under the
                Security Agreement shall be authorized by the Note Requisite
                Holders.

            


    

    


    
      	3.7.2.  	
              Agent
                may resign as Agent or Security Agent at any time by giving written
                notice
                ("Notice") to the Company and the Investors, which resignation shall
                be
                effective 30 days from the date of the Notice ("Effective Resignation
                Date"). Upon the earlier of (i) the Effective Resignation Date or
                (ii) the
                appointment of a successor Agent or Security Agent by the Note Requisite
                Holders, Agent shall have no further obligations hereunder or pursuant
                to
                the applicable agreements. In the event a successor Agent is not
                appointed
                by the Note Requisite Holders on or before the Effective Resignation
                Date,
                then Agent shall have the right to deliver any Collateral held by
                it with
                a clerk of a court of competent jurisdiction or a third party escrow
                provider pending the appointment of a successor Agent by the Note
                Requisite Holders.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    
      	3.7.3.  	
              For
                purposes hereof, "Note Requisite Holder(s)" shall mean holders of
                Notes
                representing at least 51% of the aggregate amount of principal and
                accrued
                interest then outstanding under such
                Notes.

            


    

    


    
      	3.7.4.  	
              Agent's
                capacity as Agent and Security Agent, the Company and the Investors
                each
                agree to indemnify and hold the Agent harmless from and against any
                and
                all expenses (including counsel fees), liabilities, claims, damages,
                actions, suits or other charges incurred by or assessed against the
                Agent
                for anything done or omitted by them in the performance of their
                duties,
                except upon final judicial determination of gross negligence or willful
                misconduct on the part of the
                Agent.

            


    

    


    
      	3.8.  	
              Investor
                Questionnaire.
                If requested by the Company, the Investor covenants to execute and
                deliver
                to the Company prior to, at or promptly following the Closing an
                investor
                questionnaire supplied by the
                Company.

            


    


    
      	4.  	
              Conditions
                of the Investors' Obligations at Closing.
                The obligations of the Investors under subsection 1.1 of this Agreement
                are subject to the fulfillment on or before the Closing of each of
                the
                following conditions or the waiver of one or more conditions by the
                Investors:

            


    

    


    
      	4.1.  	
              Representations
                and Warranties.
                The representations and warranties of the Company contained in Section
                2
                hereof shall be true on and as of the Closing with the same effect
                as
                though such representations and warranties had been made on and as
                of the
                date of the Closing. 

            


    

    


    
      	4.2.  	
              Performance.
                The Company shall have performed and complied with all agreements,
                obligations, and conditions contained in this Agreement that are
                required
                to be performed or complied with by it on or before the
                Closing.

            


    

    


    
      	4.3.  	
              Compliance
                Certificate.
                The President of the Company shall deliver to the Investors, at the
                Closing, a certificate certifying that the conditions specified in
                Sections 4.1 and 4.2 have been
                fulfilled.

            


    

    


    
      	4.4.  	
              Proceedings
                and Documents.
                All corporate and other proceedings in connection with the transactions
                contemplated at the Closing and all documents incident thereto shall
                be
                reasonably satisfactory in form and substance to the Investors and
                counsel
                to the Investors, and they shall have received all such counterpart
                original and certified or other copies of such documents as they
                may
                reasonably request.

            


    

    


    
      	4.5.  	
              Secretary's
                Certificate.
                The Company shall have delivered to the Investors a certificate executed
                by the Secretary of the Company dated as of the Closing certifying
                the
                following matters: (a) the resolutions adopted by the Company's Board
                of
                Directors relating to the transactions contemplated by this Agreement;
                and
                (b) the Articles of Incorporation and Bylaws of the Company as amended
                and
                in effect on the date of Closing.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    
      	4.6.  	
              Delivery
                of Notes and Warrants.
                The Company shall have delivered the Notes and Warrants to the Investors,
                as specified in Section 1.

            


    

    


    
      	4.7.  	
              Ancillary
                Agreements.
                The Company and the Investors shall have entered into the Registration
                Rights Agreement and the Security Agreement. Innopump (as the corporation
                surviving the Merger) shall have delivered to the Investors a guaranty
                of
                the Notes substantially in the form attached hereto as Exhibit I,
                and a
                Security Agreement (the Registration Rights Agreement, the Security
                Agreement, the guaranty, and all the documents and instruments related
                thereto are hereinafter referred to as “Ancillary
                Agreements”.

            


    

    


    
      	4.8.  	
              UCC
                Financing Statement.
                A
                uniform commercial code financing statement shall have been filed
                in the
                Office of the Secretary of State of Nevada with respect to the collateral
                set forth in the Security Agreement, and naming the Agent as the
                secured
                party. 

            


    

    


    
      	4.9.  	
              Opinion
                of Counsel.
                The Investors shall have received an opinion of counsel to the Company
                substantially in the form attached hereto as Exhibit
                J.

            


    

    


    
      	4.10.  	
              Other
                Payments.
                Concurrent with the Closing, the Company shall pay the Investor
                Compensation and Indebtedness Repayments (as such terms are defined
                in
                Section 8.7 hereto). 

            


    

    


    
      	4.11.  	
              Current
                Filing Status.
                The Company, as of the Closing, shall be current in its filings pursuant
                to the Exchange Act.

            


    

    


    
      	4.12.  	
              OTC
                Trading.
                Trading in the shares of the Company’s common stock on the OTC Bulletin
                Board shall not have been
                suspended.

            


    

    


    
      	4.13.  	
              Auditor.
                As of the Closing, the Company shall have selected as its independent
                public accounting firm a firm reasonably acceptable to the
                Investors.

            


    

     

    
      	4.14.  	
              Absence
                of Material Advance Effect.
                Since March 31, 2006, there shall not have occurred an event constituting
                a Material Adverse Effect.

            


    

    


    
      	4.15.  	
              Lock-up
                Agreement.
                ODC Partners, LLC and certain shareholders of Innopump specified
                by the
                Investors shall have entered into a lock-up agreement with a term
                of
                thirty months reasonably acceptable to the Investors with regard
                to the
                shares acquired in the Merger, permitting however the restricted
                parties
                to transfer or dispose of such shares in accordance with Rule 144
                or in a
                registration statement declared effective under the
                Act.

            


    

    


    
      	4.16.  	
              Completion
                of Diligence.
                Completion of legal and financial due diligence to the satisfaction
                of
                each of the Investors, including disclosure of all pending material
                agreements and contracts

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    
      	4.17.  	
              Merger
                of Innopump.
                Concurrently with the Closing, the Company shall consummate the Merger
                of
                Innopump with Pump pursuant to the Merger Agreement.
                

            


    

    


    
      	5.  	
              Conditions
                of the Company's Obligations at Closing.
                The obligations of the Company to the Investors under this Agreement
                are
                subject to the fulfillment on or before the Closing of each of the
                following conditions by the
                Investors:

            


    

    


    
      	5.1.  	
              Representations
                and Warranties.
                The representations and warranties of the Investors contained in
                Section 3
                shall be true on and as of the Closing with the same effect as though
                such
                representations and warranties had been made on and as of the
                Closing.

            


    

    


    
      	5.2.  	
              Payment
                of Purchase Price.
                The Investors shall have delivered the purchase price specified in
                Section
                1.1.

            


    

    


    
      	5.3.  	
              Ancillary
                Agreements.
                The Company, the Guarantors and the Investors shall have entered
                into the
                Ancillary Agreements.

            


    

    


    
      	5.4.  	
              Investor
                Confirmations.
                Each Investor has delivered a Confirmation with respect to his
                investment.

            


    

    


    
      	6.  	
              Indemnification.
                The Company agrees to indemnify and hold harmless each Investor,
                its
                affiliate and their respective general partners, employees, officers,
                directors, members, agents and other representatives (collectively,
                the
                "Indemnitees"), against any investigations, proceedings, claims or
                actions
                and for any expenses, damages, liabilities or losses (joint or several)
                arising out of such investigations, proceedings, claims or actions,
                to
                which the Indemnitees may become subject, whether under the act or
                any
                rules or regulations promulgated thereunder, the Exchange Act, or
                any
                rules or regulations promulgated thereunder, or any state law or
                regulation, or common law, that arise out of or are based upon any
                breach
                by the Company of any representation, warranty, agreement, obligation
                or
                covenant of the Company contained herein. The Company also agrees
                to
                reimburse the Indemnitees for any legal or other expenses reasonably
                incurred in connection with investigating or defending any such
                investigations, proceedings, claims or actions, as such expenses
                or other
                costs are incurred. Any indemnity obligation of the Company to an
                Investor
                pursuant to this Section 6 shall be limited to the net proceeds received
                from such Investor at Closing.

            


    

    


    
      	7.  	
              Post-Closing
                Covenants.

            


    

     

    
      	7.1.  	
              Board
                Rights.
                So long as any Notes remain outstanding, the holders of the Notes
                shall
                have the option to appoint one representative who shall receive notice
                of
                and be entitled to attend (without participation) all meetings of
                the
                Board of Directors of the Company. Prior to attending any board meeting,
                such representative shall have delivered to the Company a signed
                confidentiality and non disclosure agreement in a form reasonably
                acceptable to the Company. In place of the attendance option, the
                holders
                of the Notes shall have the option to designate one representative
                (reasonably acceptable to the Company) whom the Company shall appoint
                to
                the Board of Directors with such representative been designated as
                a
                management candidate in any succeeding election of
                directors.

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    
      	7.2.  	
              EBIDTA
                Shortfall Warrants.
                The Company covenants with the Investors that should it not meet
                the
                EBIDTA targets set forth in Schedule A annexed hereto, it shall issue
                to
                the holders of the Notes, in the manner specified in Schedule A and
                in
                proportion to the respective principal amount of Notes held by the
                holders, the number of common stock purchase warrants set forth in
                Schedule A (the “EBIDTA Shortfall Warrants”), which warrants, other than
                for the terms set forth in Schedule A, shall be in the same form
                as the
                Warrants issued pursuant to Section
                1.1.

            


    

    


    
      	7.3.  	
              Name
                Change and Trading Symbol.
                Within fourteen (14) days following the Closing, the Company shall
                change
                its name and trading symbol to a name and symbol reasonably acceptable
                to
                the Note Requisite Holders, assuming availability of the name and
                symbol.

            


    

    


    
      	7.4.  	
              Domicile
                in Delaware.
                Within forty five (45) days following the Closing, the Company (through
                a
                merger with a subsidiary) shall reincorporate in the State of
                Delaware.

            


    

    


    
      	7.5.  	
              Reverse
                Stock Split.
                Within fourteen (14) days of the Closing, the Company shall effect
                a
                reverse-stock split on terms (range of 1 for 20 to 1 for 50) mutually
                agreeable to the Company and the
                Investors.

            


    

    


    
      	7.6.  	
              Rights
                of First Refusal.
                Through the earlier of (i) September 29, 2009 or (ii) such date that
                the
                Investors, in their sole discretion, determine that a liquid market
                for
                the shares of the Company’s common stock has developed, the Company shall
                afford to the Investors a right of first refusal for future financings.
                The Investors shall have a period of ten (10) business days from
                the
                Investors receipt of a proposal to elect to exercise their right
                of first
                refusal.

            


    

    


    
      	7.7.  	
              Use
                of Proceeds.
                The proceeds from the sale of the Notes shall be used by the Company
                to
                repay due and mandatory debt of Innopump outstanding immediately
                prior to
                the Merger and disclosed to the Investors prior to delivery of this
                Agreement, to fund the ongoing working capital needs of the Company
                and
                other business purposes as the Company may determine are appropriate.
                No
                part of the proceeds of the Notes will be used for the purpose, whether
                immediate, incidental or ultimate, of buying or carrying or extending
                credits for buying or carrying Margin Stock. “Margin Stock” means “margin
                stock” as used and defined in Regulation T, U or X of the Regulations of
                the Board of Governors of the Federal Reserve
                System.

            


    

    


    
      	7.8.  	
              Notice
                of Defaults.
                So long as any of the Notes remain outstanding, the Company shall
                promptly
                give written notice to each Investor of the occurrence of any event
                which,
                alone or with notice, the passage of time or both, would constitute
                an
                Event of Default under the Notes. Each notice delivered hereunder
                shall be
                accompanied by a statement of Borrower setting forth in detail the
                event
                or development requiring such notice and any action taken or proposed
                to
                be taken with respect thereto.

            


    

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    
      	7.9.  	
              Auditor.
                Continue to engage an independent public accounting firm reasonably
                acceptable to the Investors.

            


    

     

    
      	8.  	
              Miscellaneous.

            


    

    


    
      	8.1.  	
              Survival
                of Warranties.
                All of the representations and warranties made herein shall survive
                the
                execution and delivery of this Agreement for a period of 30 months
                following the Closing. The Investors are entitled to rely, and the
                parties
                hereby acknowledge that the Investors have so relied, upon the truth,
                accuracy and completeness of each of the representations and warranties
                of
                the Company contained herein, irrespective of any independent
                investigation made by Investors. The Company is entitled to rely,
                and the
                parties hereby acknowledge that the Company has so relied, upon the
                truth,
                accuracy and completeness of each of the representations and warranties
                of
                the Investors contained herein, irrespective of any independent
                investigation made by the Company.

            


    

    


    
      	8.2.  	
              Successors
                and Assigns.
                This Agreement shall be binding upon and shall inure to the benefit
                of the
                respective successors and assigns of the parties, except that the
                Company
                shall not have the right to assign or otherwise transfer all or any
                part
                of its rights or obligations hereunder or any interest herein without
                the
                prior written consent of the Investors provided, however, that any
                Investor shall be permitted to assign its rights under this Agreement
                and
                the Ancillary Agreements to any affiliate of such
                Investor.

            


    

    


    
      	8.3.  	
              Governing
                Law.
                This Agreement shall be governed by and construed under the laws
                of the
                State of New York as applied to agreements among New York residents
                entered into and to be performed entirely within New York without
                regard
                to choice of law provisions thereof. The Company (1) agrees that
                any legal
                suit, action or proceeding arising out of or relating to this Agreement
                shall be instituted exclusively in New York State Supreme Court,
                County of
                New York, or in the United States District Court for the Southern
                District
                of New York, (2) waives any objection which the Company may have
                now or
                hereafter to the venue of any such suit, action or proceeding, and
                (3)
                irrevocably consents to the jurisdiction of the New York State Supreme
                Court, County of New York, and the United States District Court for
                the
                Southern District of New York in any such suit, action or proceeding.
                The
                Company further agrees to accept and acknowledge service of any and
                all
                process which may be served in any such suit, action or proceeding
                in the
                New York State Supreme Court, County of New York, or in the United
                States
                District Court for the Southern District of New York and agrees that
                service of process upon the Company mailed by certified mail to the
                Company's address shall be deemed in every respect effective service
                of
                process upon the Company, in any such suit, action or proceeding.
                THE
                PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
                OF
                ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT
                OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
                HEREBY.

            


    

    


    
      	8.4.  	
              Counterparts.
                This Agreement may be executed in two or more counterparts, each
                of which
                shall be deemed an original, but all of which together shall constitute
                one and the same instrument. 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.

            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    
      	8.5.  	
              Titles
                and Subtitles.
                The titles and subtitles used in this Agreement are used for convenience
                only and are not to be considered in construing or interpreting this
                Agreement.

            


    

    


    
      	8.6.  	
              Notices.
                Any notice required or permitted by this Agreement shall be in writing
                and
                shall be deemed sufficient upon receipt, when delivered personally
                or by
                courier, overnight delivery service or confirmed facsimile, or forty-eight
                (48) hours after being deposited, in the U.S. mail as certified or
                registered mail with postage prepaid, if such notice is addressed
                to the
                party to be notified at such party's address or facsimile number
                as set
                forth below or as subsequently modified by written notice. Any party
                may
                change its address for such communications by giving notice thereof
                to the
                other parties in conformity with this
                Section.

            


    

    


    
      	8.7.  	
              Agency;
                Other Fees.
                Each party represents that it neither is nor will be obligated for
                any
                finders' or brokers' fee or commission in connection with this
                transaction; provided, however, that in the event the Closing is
                consummated, the Company shall pay to the Investors a closing fee
                of
                $22,500 and a deferred commitment fee of $22,500 for the Investors
                prior
                bridge financing to Innopump, and reimburse Investors for expenses
                up to
                $65,000 , including, without limitation, fees and disbursements of
                counsel, incurred by the Investors in connection with this transaction.
                In
                addition, in conjunction with the Closing, the Company shall repay
                all
                existing indebtedness of the Company for money borrowed, including
                the
                bridge financing to Innopump. Amounts payable as required repayments
                hereunder are referred herein as “Indebtedness
                Repayments.”

            


    

    


    
      	8.8.  	
              Transaction
                Expenses: Enforcement of Transaction Documents.
                Subject to Section 8.7, the Company and each Investor shall pay their
                respective costs and expenses incurred with respect to the negotiation,
                execution, delivery and performance of this Agreement. If any action
                at
                law or in equity is necessary to enforce or interpret the terms of
                the
                Transaction Documents, the prevailing party shall be entitled to
                reasonable attorney's fees, costs, and necessary disbursements in
                addition
                to any other relief to which such party may be
                entitled.

            


    

    


    
      	8.9.  	
              Amendments
                and Waivers.
                This Agreement may be amended or terminated and the observance of
                any term
                of this Agreement may be waived with respect to all parties to this
                Agreement (either generally or in a particular instance and either
                retroactively or prospectively), with the written consent of the
                Company
                and the Note Requisite Holders. Notwithstanding the foregoing, (a)
                this
                Agreement may not be amended or terminated and the observance of
                any term
                hereunder may not be waived with respect to any Investor without
                the
                written consent of such Investor unless such amendment, termination
                or
                waiver applies to all Investors in the same fashion and (b) Section
                2,
                Section 3, Section 6, Section 8.1, and Section 8.9 may not be amended
                without the written consent of the Company and holders of at least
                85
                percent of the aggregate amount of principal and accrued interest
                then
                outstanding under the Notes. The Company shall give prompt written
                notice
                of any amendment or termination hereof or waiver hereunder to any
                party
                hereto that did not consent in writing to such amendment, termination
                or
                waiver. Any amendment, termination or waiver affected in accordance
                with
                this Section 8.9 shall be binding on all parties hereto, even if
                they do
                not execute such consent. No waivers of or exceptions to any term,
                condition or provision of this Agreement, in any one or more instances,
                shall be deemed to be, or construed as, a further or continuing waiver
                of
                any such term, condition or provision. Notwithstanding the foregoing,
                each
                holder of a Note, in its sole and absolute discretion, may agree
                with the
                Company to extend the maturity date of the Note held by
                it.

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      
        
          	8.10.  	Severability.
                  If one or more provisions of this Agreement are held to be unenforceable
                  under applicable law, such provision shall be excluded from this
                  Agreement
                  and the balance of this Agreement shall be interpreted as if such
                  provision were so excluded and shall be enforceable in accordance
                  with its
                  terms.


        

        
           

          
            
              	8.11.  	Entire Agreement.
                      This Agreement and the documents referred to herein constitute
                      the entire
                      agreement among the parties and no party shall be liable or
                      bound to any
                      other party in any manner by any warranties, representations,
                      or covenants
                      except as specifically set forth herein or
                      therein.


            

            
               

              
                
                  	8.12.  	Independent Nature of Investors'
                          Obligations and
                          Rights.
                          The obligations of each Investor under this Agreement or
                          any Transaction
                          Document hereunder are several and not joint with the obligations
                          of any
                          other Investor, and no Investor shall be responsible in
                          any way for the
                          performance of the obligations of any other Investor under
                          this Agreement
                          or any Transaction Document. Nothing contained herein or
                          in any
                          Transaction Document, and no action taken by any Investor
                          pursuant
                          thereto, shall be deemed to constitute the Investors as
                          a partnership, an
                          association, a joint venture or any other kind of entity,
                          or create a
                          presumption that the Investors are in any way acting in
                          concert or as a
                          group with respect to such obligations or the transactions
                          contemplated by
                          the Transaction Document.


                

                 

              

            

          

        

      

    

    Balance
      of Page Intentionally Left Blank 

    Signature
      Page Follows:

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    Company:

    


    Carsunlimited.com,
      Inc.

     

      	 	 	 	 
	
              By:

            	 	 	
            
	
              
                

              

              Name:

            	 	 	
            
	
              
                

              

              Title: 
                President
                and Chief Executive Officer

            	 	 	
            


    

     

    (Investors:
      To sign Financing Signature Page Annexed Hereto)

     

    SIGNATURE
      PAGE


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    FINANCING
      SIGNATURE PAGE

     

    By
      execution and delivery of this signature page, you are agreeing to become an
      Investor as defined in that certain Securities Purchase Agreement (the "Purchase
      Agreement") by and among Carsunlimited.com, Inc., a Nevada corporation (the
      "Company") and the Investors (as defined in the Purchase Agreement), dated
      August _, 2006, and acknowledges having read the representations in the Purchase
      Agreement section entitled "Representations and Warranties of the Investors,"
      and hereby represents that the statements contained therein are complete and
      accurate with respect to the undersigned as an Investor. The undersigned further
      hereby agrees to be bound by the terms and conditions of the Purchase Agreement
      as an "Investor" hereunder and that execution by the Investor of this Financing
      Signature Page shall constitute an agreement to be bound by the terms and
      conditions of the Registration Rights Agreement, with the same effect as if
      such
      separate, but related agreement, was separately signed.

    


    Lastly,
      the undersigned hereby acknowledges that the Note Requisite Holders may appoint
      an agent to act on its behalf as further described in Section 3.7 of the
      Purchase Agreement.

    


    INVESTORS:

    


    Mellon
      HBV Master U.S. Event Driven Fund, L.P.

     

    
      	 	 	  
	
              By:

            	 	
            
	
              
                

              

               

              Name:

            	 	
              Principal
                Amount
                of Note Purchased: $ 
                
Warrants:

            
	
              
                

              

              Title: 
                

            	 	
              
                

              

              Address:

            
	
              
                

              

              Date: _____________,
                2006

            	 	
              
                

              

               

              
                

              

              Federal
                ID No.:

              
                

              

            


       

    

    Mellon
      HBV Master Global Event Driven Fund, L.P. 

    
       

      
        	 	 	  
	
                By:

              	 	
              
	
                
                  

                

                 

                Name:

              	 	
                Principal
                  Amount
                  of Note Purchased: $ 
                  
Warrants:

              
	
                
                  

                

                Title: 
                  

              	 	
                
                  

                

                Address:

              
	
                
                  

                

                Date: _____________,
                  2006

              	 	
                
                  

                

                 

                
                  

                

                Federal
                  ID No.:

                
                  

                

              


         

      

    

    SIGNATURE
      PAGE

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Schedule
      of Exhibits

    


    
      	Exhibit A	 	Form of Merger Agreement
	Exhibit B	 	Form of Senior Secured Redeemable Convertible
              Note
	Exhibit C	 	Form of Warrant
	Exhibit D	 	Form of Registration Rights
              Agreement
	Exhibit E	 	Form of Security Agreement
	Exhibit F	 	Schedule of Exceptions
	Exhibit G-1	 	Company Capitalization
	Exhibit G-2	 	Proforma Capitalization
	Exhibit H	 	Filings, Consents and Approvals
	Exhibit I	 	Form of Guaranty
	Exhibit J	 	Form of
              Opinion


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

    


    WARRANT
      PENALTY

    


    3
      Penalty
      Dates based on 12 month rolling EBITDA targets are established as follows (as
      per the model provided):

    


    
      	
              Months
                from Closing

            	 	
              Forecasted
                EBITDA

            	 	
              EBITDA
                Target

            
	
              12

            	 	
              See
                attached annex

            	 	
              90%
                of Forecast

            
	
              24

            	 	
              See
                attached annex

            	 	
              90%
                of Forecast

            
	
              30

            	 	
              See
                attached annex

            	 	
              90%
                of Forecast

            


    

    


    To
      the
      extent that the Company’s EBITDA falls short of the EBITDA Target for that
      period, a Penalty Warrant will be issued to purchase an additional amount of
      the
      Company’s common stock calculated as follows:

    


    EBITDA
      Target - Actual EBITDA

    Forecasted
      EBITDA    x
      Number
      of shares underlying convertible debt

    


    Such
      calculation will be in the aggregate and not calculated discretely.

    


    The
      Penalty Warrant(s) shall bear a strike price per share of the average closing
      price for 30 consecutive days following the Financial Reporting Date immediately
      following each EBITDA Target date for the Company’s Common Stock (as reported on
      Bloomberg). 

    


    The
      Penalty Warrant(s) shall not be exercisable until the maturity date of the
      Convertible Note (the “Maturity Date”) and will expire 3 years from Maturity
      Date.

    


    The
      Penalty Warrant(s) are cancelable upon any of the following:

    


    
      	 	
              1

            	
              If
                the Company, exceeds any subsequent EBITDA Target by 10%;
                

            


    

    
      	 	 	 


      	 	
              2

            	
              After
                each period representative of the periods associated with the EBITDA
                Target dates, if the average closing price for 30 consecutive days
                following the EBITDA Target date for the Company’s Common Stock (as
                reported on Bloomberg) is at a price which is greater than a 50%
                annualized return of the conversion price and has minimum average
                trading
                volume for such period of $500,000/day, and there is a current
                registration statement then in effect in respect of such Common Stock,
                there shall be no Penalty Warrants
                issued.

            


      	 	 	 


    

    
      	 	
              3

            	
              The
                Holder of the Convertible Note has converted prior to the Maturity
                Date.

            


    

    


    
      
        
        

      

      
        21