INNOPUMP,
      INC.

    305
      MADISON AVENUE

    SUITE
      4510

    NEW
      YORK, NY 10165

     

    June
      16,
      2006

     

    Gerhard
      Brugger

    Schongauerstrasse
      10 

    87616
      Marktoberdorf Germany

    


    Re:
      Amended
      and Restated License Agreement - Royalty and Consulting Payments


    


    Dear
      Jerry:

    


    Reference
      is hereby made to that certain Sub-License Agreement (“Sub-License”) dated May
      25, 2005 (effective June 1, 2005) between Sea Change Group, LLC (“Sea Change”)
      and Innopump, Inc. (“Innopump”) whereby Innopump acquired the rights of, and
      agreed to perform the obligations of, Sea Change under the Amended and Restated
      License Agreement dated January 1, 2003 between you, Gerhard Brugger, (as
      assignee of Anton Brugger) and Sea Change (“License Agreement”). This letter
      shall confirm our recent discussions and agreement in connection with certain
      payments and responsibilities thereunder. 

    


    
      	I.  	
              We
                jointly acknowledge that as of June 30, 2006 Innopump shall owe the
                following payments under the License Agreement, which will be the
                only
                outstanding amounts due under the License Agreement (collectively
                the
                “June 30 Obligations”):

            


    

    


    
      	A.  	
              Royalties
                of $350,000 due through June 30, 2006,
                and;

            


    

    


    
      	B.  	
              Technical
                consulting payments of $175,000 due through June 30,
                2006.

            


    

    


    
      	II.  	
              You,
                Gerhard Brugger, and Innopump have agreed that the June 30 Obligations
                may
                be paid as follows: $250,000 no later than December 31, 2006 but
                no later
                than ten (10) business days after the completion of the merger of
                Innopump
                with Cars Unlimited currently being finalized by Innopump (“Merger”) and
                further consent and agree as
                follows:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	A.  	
              $150,000
                of the $250,000 shall be applied to royalty obligation. $100,000
                of the
                $250,000 shall be applied to consulting
                obligation.

            


    

    


    
      	B.  	
              Through
                June 30, 2006 after giving effect to the $250,000 payment, the total
                amount of royalty payments due under the License Agreement would
                be
                $200,000 and the total amount of technical consulting payments due
                under
                the License Agreement would be $75,000 for a total of $275,000 (“Royalty
                and Consulting Balance”)

            


    

    


    
      	C.  	
              Innopump
                shall not be in default under the License Agreement and Sub-license
                with
                respect to these payments, or any other royalty
                payments:

            


    

    


    
      	1.  	
              so
                long as all royalty payments accruing on actual sales after June
                30, 2006
                are paid when due and the balance, if any, of minimum royalties accruing
                under the License Agreement (after crediting actual royalties paid)
                are
                brought current and paid no later than July 1, 2007;
                and

            


    

    


    
      	2.  	
              The
                Royalty and Consulting Balance is paid on the following schedule,
                or
                sooner:

            


    

     

    
      
        	 	
                1.

              	
                January
                  1, 2007 - $75,000

              


      

      
        	 	
                2.

              	
                April
                  1, 2007 - $100,000

              


      

      
        	 	
                3.

              	
                July
                  1, 2007 - $100,000

              


      

    

    


    
      	D.  	
              All
                other terms and conditions of the License Agreement and Sub-license
                are
                hereby confirmed and remain in full force and
                effect.

            


    

     

    If
      the
      foregoing correctly sets forth our agreement, kindly sign and return the
      enclosed copy of this letter and it shall therefore become a binding agreement
      between us.

    
      	 	 	 
	 	
              Very
                truly yours,

              Innopump,
                Inc.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Geoffrey
                Donaldson

              CEO

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              AGREED
                AND ACCEPTED:

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              

              Gerhard
                Brugger