Carsunlimited.com,
      Inc. 

    444
      Madison Avenue, 23rd
      Floor

    New
      York,
      NY 10022

     

    Re:
      Security Agreement

     

    August
      9,
      2006

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

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

    200
      Park
      Avenue, 54th
      Floor

    New
      York,
      NY 10166

     

    Ladies
      and Gentlemen:

    


    To
      secure
      the payment of our obligations to you, including the payment of principal and
      interest of our senior secured convertible redeemable promissory notes in the
      aggregate principal amount of $7,500,000.00 dated the date hereof payable to
      you
      or order (collectively, the "Note"), and to secure the performance of all
      obligations in your favor under the related Securities Purchase Agreement dated
      the date hereof among us pursuant to which the Note was issued, and any other
      agreement securing, guaranteeing or otherwise pertaining to the Note, we hereby
      grant you a continuing first priority lien and security interest in all our
      right, title and interest in and to all of our personal property and assets
      (both tangible and intangible), including, without limitation, the following,
      whether now owned or hereafter acquired and wherever located: (a) all
      Receivables; (b) all Equipment; (c) all Fixtures; (d) all General Intangibles;
      all Inventory: (f) all Investment Property; (g) all Deposit Accounts; (h) all
      Cash; (i) all other Goods of ours; (j) all Intellectual Property; and (k) all
      Proceeds of each of the foregoing and all accessions to, and replacements for,
      each of the foregoing (the “Collateral”), (all as such terms are defined in the
      New York State Uniform Commercial Code, as in effect from time to time). All
      obligations secured hereby are collectively referred to herein as the
"Obligations."

    


    We
      hereby
      authorize you, at our expense, to file one or more financing or continuation
      statements, and amendments thereto, relative to all or any part of the
      Collateral without our signature. A carbon, photographic or other reproduction
      of this Agreement or any financing statements covering the Collateral or any
      part thereof shall be sufficient as a financing statement where permitted by
      applicable law.

    


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

    Upon
      payment or performance in full of all of the Obligations, you will, at our
      request and expense, release the security interest granted herein and deliver
      such termination statements as may be necessary therefor.

    


    We
      hereby
      warrant to you that (i) we own the Collateral free and clear of all liens,
      restrictions and limitations except for Permitted Liens, as defined in the
      Note,
      (ii) this Agreement has been duly authorized and constitutes our legal, valid
      and binding obligation enforceable against us in accordance with its terms;
      (iii) no authorization, approval or other action by, and no notice to or filing
      with, any governmental authority or regulatory body is required either for
      the
      grant of a security interest by us in the Collateral pursuant to this Agreement
      or for our execution, delivery or performance of this Agreement or for your
      exercise of the rights provided for in this Agreement or the remedies in respect
      of the Collateral pursuant to this Agreement or the Note; (iv) the grant of
      a
      security interest in the Collateral to you pursuant to this Agreement creates
      a
      valid and perfected first priority security interest in your favor in the
      Collateral (exclusive of Permitted Liens) securing the payment of the Note
      and
      the Obligations ; and (v) there are no options, warrants, privileges or other
      rights outstanding pursuant to which any of the Collateral may be
      acquired.

    


    We
      also
      agree that we will not transfer, assign or further encumber any of our rights
      in
      any of the Collateral except pursuant to this Agreement or as you may consent
      in
      writing.

    


    We
      will
      take such action and execute such additional documents as you may request in
      connection with this Agreement or to enforce your rights hereunder. If we fail
      to take any such action or execute any such document, we hereby authorize you
      to
      do so in our name and on our behalf.

    


    We
      hereby
      represent and warrant to you that there is no action, legal, administrative
      or
      other proceeding pending or threatened against our title to the Collateral
      or
      against our grant of a security interest therein hereunder, nor do we know
      of
      any basis for the assertion of any such claim.

    


    We
      covenant with you that so long as any Obligation remains
      outstanding:

    


    
      	1.  	
              Protection
                of Security and Legal Proceedings.
                We will, at our own expense, take any and all actions necessary to
                preserve, protect and defend your security interest in the Collateral
                and
                the perfection and priority thereof against all adverse claims, including
                appearing in and defending any and all actions and proceedings which
                purport to affect any of the foregoing. We will promptly reimburse
                you for
                all sums, including costs, expenses and actual attorneys'
                fees, which you may pay or incur in defending, protecting or enforcing
                your security interest in the Collateral or perfection or the priority
                thereof, or in discharging any prior or subsequent lien or adverse
                claim
                against the Collateral or any part thereof , or by reason of becoming
                or
                being made a party to or intervening in any action or proceeding
                affecting
                the Collateral or your rights therein, all of which actions we hereby
                agree that you will have the right to take in your sole and absolute
                discretion;

            


    

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

    
      	2.  	
              Payment
                of Taxes.
                We shall pay or cause to be paid all taxes and other levies with
                respect
                to the Collateral when the same become due and
                payable;

            


    

    


    
      	3.  	
              Use
                and Maintenance of Collateral.
                We shall: (A) comply with all laws, statutes and regulations pertaining
                to
                our use and ownership of the Collateral and the conduct of our business;
                (B) properly care for and maintain all of the Collateral in good
                condition, free of misuse, abuse, waste and deterioration, reasonable
                wear
                and tear excepted; and (C) keep accurate and complete books and records
                pertaining to the Collateral in accordance with generally accepted
                accounting principles;

            


    

    


    
      	4.  	
              Inspection.
                We shall give you such information as may be requested concerning
                the
                Collateral and shall at all reasonable times and upon reasonable
                notice
                permit you and your agents and representatives to enter upon any
                premises
                upon which the Collateral is located for the purpose of inspecting
                the
                Collateral. Furthermore, you shall at all reasonable times on reasonable
                notice have full access to and the right to audit any and all of
                our books
                and records pertaining to the Collateral; provided, however, that
                any such
                action which involves communicating with our customers shall be carried
                out by you through our independent auditors unless an Event of Default
                (as
                such term is defined in the Note) occurs and is continuing, in which
                case
                you shall then have the right directly to notify such obligors;
                and

            


    

    


    
      	5.  	
               Sale
                or Hypothecation of Collateral.
                We shall not directly or indirectly, whether voluntarily, involuntarily,
                by operation of law or otherwise sell, assign, transfer, exchange,
                lease,
                lend, or grant any option with respect to or dispose of any of the
                Collateral, or any of our rights therein, nor create or permit to
                exist
                any lien on or with respect to any of the Collateral, except for
                the lien
                in favor of you and Permitted
                Liens.

            


    

    


    
      	6.  	
              Intellectual
                Property Matters.
                We shall notify you immediately if we know or have reason to know
                (i) that
                any application or registration relating to any of our Intellectual
                Property may become abandoned or dedicated, or (ii) of any adverse
                determination or development (including the institution of, or any
                such
                determination or development in, any proceeding in the United States
                Patent and Trademark Office, the United States Copyright Office or
                any
                court) regarding our ownership of any Intellectual Property that
                is
                material to the operation of our business, our right to register
                the same,
                or to keep and maintain the same.

            


    

    


    You
      and
      your successors and assigns will have all of the rights, powers and privileges
      of a secured party under the New York Uniform Commercial Code in force and
      effect from time to time with respect to the security interest granted by this
      Agreement. Upon the occurrence of any Event of Default under the Note, you
      may
      take any action which you may deem necessary for the maintenance, preservation
      and protection of any of the Collateral or your security interest therein,
      and
      you may exercise any of your rights as a secured party under the New York
      Uniform Commercial Code, including, without limitation, the right to transfer
      any of the Collateral into your name or the name of your nominee and to sell
      any
      of the Collateral at a public or private sale on such terms as you deem
      appropriate and the right to foreclose upon the Collateral. We hereby appoint
      you and any of your officers or agents, with full power of substitution, as
      our
      attorney-in-fact with full irrevocable power and authority in our place and
      in
      our name or your own name, from time to time in your discretion so long as
      an
      Event of Default has occurred and is continuing under the Note, for the purpose
      of carrying out the terms of this Agreement, to take any appropriate action
      and
      to authenticate any instrument which may be necessary or desirable to accomplish
      the purposes of this Agreement. At any such sale you may be the
      purchaser.

    


    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

     

    You
      will
      not be required to resort to or pursue any of your rights or remedies under
      or
      with respect to any other security for or guaranty of payment of any of the
      obligations secured by this Agreement before pursuing any of your rights or
      remedies under this Agreement.

    


    This
      Agreement and your rights and obligations hereunder will be governed by and
      construed in accordance with the laws of the State of New York. We agree that
      any legal action or proceeding with respect to this Agreement may be brought
      in
      the courts of the State of New York and of the United States having jurisdiction
      in the Borough of Manhattan, City and State of New York and for the purpose
      of
      any such legal action or proceeding, we hereby waive any claim or defense that
      such forum is not convenient or proper. We agree that any such court shall
      have
      in personam jurisdiction over us and that service of process may be effected
      in
      any manner authorized by New York law. You shall not by any act, delay,
      indulgence, omission or otherwise be deemed to have waived any right or remedy
      hereunder or to have acquiesced in any default under the Note or in any breach
      of any of the terms and conditions of this Agreement. No failure to exercise,
      nor any delay in exercising, on your part, any right, power or privilege
      hereunder shall operate as a waiver thereof. No single or partial exercise
      of
      any right, power or privilege hereunder shall operate as a waiver thereof.
      No
      single or partial exercise of any right, power or privilege hereunder shall
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege. A waiver by you of any right or remedy under this
      Agreement on any one occasion shall not be construed as a bar to any right
      or
      remedy which you would otherwise have on any subsequent occasion. The rights
      and
      remedies provided in this Agreement are cumulative, may be exercised singly
      or
      concurrently and are not exclusive of any rights or remedies provided by law.
      

    


    Any
      term
      of this Agreement may be amended with the written consent of the parties or
      their respective successors and assigns. Any amendment or waiver effected in
      accordance with this paragraph shall be binding upon the parties and their
      respective successors and assigns.

    


    This
      Agreement will be binding upon our administrators, successors and
      assigns.

    


    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    WE
      HEREBY
      WAIVE, AND COVENANT THAT WE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
      OR
      OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
      AGREEMENT, THE SUBJECT MATTER HEREOF, ANY DOCUMENT RELATING HERETO OR ANY
      OBLIGATION, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER
      IN
      CONTRACT OR IN TORT OR OTHERWISE.

     

    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing is acceptable to you, please sign the enclosed copy of this letter
      in
      the space provided below, whereupon this letter will become an agreement between
      us as of the date first above written.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	Carsunlimited.com,
              Inc..
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              

            
	 	Name:	 
	 	Title:	 


    

     

    
      	 AGREED
              AND ACCEPTED:	 	 	 
	 	 	 	 
	 

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

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

              

            	 	 	
            
	Name:	 	 	
            
	Title:	 	 	 


    

     

    
      
        
        

      

      
        Page
          6