Unassociated Document


    AMENDMENT
      NO. 1 TO CREDIT AGREEMENT

     

    This
      AMENDMENT NO. 1 (this “Amendment”) to the SECURED LINE OF CREDIT
      AGREEMENT dated as of February 1, 2007 (the “Credit Agreement”) by and
      between FURSA ALTERNATIVE STRATEGIES, LLC, as the lender (the “Lender”)
      and VERSADIAL, INC. (formerly known as CARSUNLIMITED.COM), as the borrower
      (the
“Borrower”) is made and entered into as of this 9th day of July 2007 by
      and between the Lender and the Borrower. Capitalized terms used but not defined
      in this Amendment have the meanings assigned to them in the Credit Agreement.
      

     

    RECITALS

     

    WHEREAS,
      the Lender and the Borrower entered into the Credit Agreement pursuant to which,
      the Lender agrees to extend to the Borrower a revolving line of credit which
      in
      aggregate will not exceed $3,000,000 (the “Maximum Amount”);


     

    WHEREAS,
      upon the request of the Borrower, the Lender agrees to amend the Credit
      Agreement to provide for, among other matters, the increase of the Maximum
      Amount to $4,000,000: and

     

    WHEREAS,
      upon the request of the Borrower, under the terms and conditions of this
      Amendment, the Lender waives its right to claim an Event of Default, through
      September 30, 2007, of the Borrower’s failure to appoint a chief operating
      officer on or prior to April 30, 2007 and to meet cumulative operating profit
      requirements as set forth in clauses (ii) and (vi) of Section 16 (a) of the
      Credit Agreement (the “Limited Defaults”).

     

    NOW,
      THEREFORE, in consideration of the foregoing and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Lender and the Borrower agree as follows: 

     

    
      	
              I.

            	
              AMENDMENTS
                TO THE CREDIT AGREEMENT


            


    

     

    A. Maximum
      Amount. The first paragraph of the recital in the Credit Agreement is deleted
      in
      its entirety and replaced with the following: 

     

    “WHEREAS,
      the Borrower has requested a line of credit from the Lender which will be a
      revolving line of credit in the amount of $4,000,000 (the “Maximum
      Amount”) in accordance with the terms of this Agreement; and”. 

     

    B. Fees.
      Section 9 of the Credit Agreement is amended herby to add a subsection (c)
      that
      reads as the following: 

     

    “(c)
      The
      Borrower shall pay to the Lender on the date of the Lender’s execution of an
      Amendment No. 1 to this Agreement (the “Amendment No. 1”), as a condition
      precedent to the Lender’s obligations thereunder, a non-refundable arrangement
      fee equal to $30,000, which arrangement fee shall be deemed earned in full
      by
      the Lender upon the Lender’s execution of the Amendment No. 1.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              II.

            	
              DELIVERY
                OF AN ADDITIONAL NOTE 

            


    

     

    The
      Borrower agrees to evidence this
      Amendment and advances made pursuant to the Credit Agreement, as amended hereby,
      by delivering a line of credit grid note dated the date hereof in the form
      attached at Exhibit A to this Amendment, which shall replace the line of
      credit grid note originally delivered pursuant to the Credit Agreement and
      which
      original note shall be marked cancelled and returned to the Borrower.


     

    
      	III.	
              Waiver
                of Default 

            


    

     

    The
      Lender shall waive its right to
      claim an Event of Default of the Limited Defaults of the Borrower; provided,
      that, (i) the Borrower shall pay the Lender a waiver fee of $50,000 upon
      September 30, 2007 or receipt of funding by the Borrower, whichever is earlier,
      and (ii) the Borrower shall have agreed no later than September 30, 2007 to
      a
      comprehensive financing plan that addresses all funding needs of the Borrower
      for at least 18 months following September 30, 2007 (the “Financing
      Plan”). The failure of the Borrower to pay the waiver fee when due in
      accordance with the preceding sentence shall, without further act, invalidate,
      negate and render void the waiver granted in the preceding sentence. If the
      Borrower has not appointed a chief operating officer pursuant to clause (ii)
      of
      Section 16 (a) of the Credit Agreement or have not agreed to the Financing
      Plan
      on or prior to September 30, 2007, the waiver set forth in this Amendment shall
      terminate immediately. 

     

    
      	IV.	
              GENERAL

            


    

     

    A. All
      the references to the Credit Agreement in the Loan Documents, other than those
      in Section 9 of the Credit Agreement, shall mean the Credit Agreement as amended
      hereby. All the references to the Maximum Amount in the Loan Documents shall
      mean the Maximum Amount as amended hereby. 

     

    B. All
      the representations and warranties under Section 15 of the Credit Agreement
      are
      valid and effective as of the date hereof. 

     

    C. This
      Amendment and any waiver contained herein shall be effective only in the
      specific instance and for the specific purpose for which given. Except as
      effected by this Amendment, the terms and provisions of the Credit Agreement
      shall remain unchanged and in full force and effect. 

     

    D. This
      Amendment may be executed in one or more counterparts and via facsimile, each
      of
      which shall be deemed to be an original but all of which shall constitute one
      and the same original agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    E. This
      Amendment shall be governed by and constructed in accordance with the laws
      of
      the State of New York. 

     

    F. This
      Amendment shall become effective immediately upon execution by the Lender and
      the Borrower. 

     

    G. This
      Amendment supersedes anything to the contrary contained in the Loan Documents.
      

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the parties have caused this Amendment to be duly executed as of the date set
      forth in the first paragraph of this Amendment.

    


    
      	 	 	 
	
              LENDER:

            	FURSA
              ALTERNATIVE STRATEGIES, LLC
	 
 	  	  
	 	By:  	/s/ William
              F. Harley, III
	 	Name:	William
              F. Harley, III
	 	Title:	Chief
              Investment Officer
	 	
               

               

            	 
	
              BORROWER:

            	
              VERSADIAL,
                INC.

            
	 	
               

               

            
	 	
              By:

            	
              /s/
                Geoffrey Donaldson 

            
	 	
              Name:

            	
              Geoffrey
                Donaldson

            
	 	
              Title: 

            	
              Chief
                Executive Officer

            
	 	 	 


    

     

    [SIGNATURE
      PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    LINE
      OF CREDIT GRID NOTE

    


    


    Maximum
      Principal Amount: $4,000,000     Date: July __,
      2007

    


    FOR
      VALUE
      RECEIVED, the undersigned, Versadial, Inc. (formerly known as Carsunlimited.com,
      Inc.), a Nevada corporation (the “Borrower”), HEREBY PROMISES TO PAY to
      the order of Fursa Alternative Strategies, LLC, a Delaware limited liability
      company (the “Lender”), at its principal office located at 200 Park
      Avenue, 54th floor, New York, New York, 10166, or at such other address as
      it
      may direct, in lawful money of the United States and in immediately available
      funds the aggregate unpaid principal amount of all Advances made to the Borrower
      by the Lender, plus interest thereon from the date of each such Advance on
      the
      unpaid principal amount of such Advance, in like money, at said office, at
      a
      rate per annum equal to the Interest Rate defined in the Secured Line of Credit
      Agreement dated February 1, 2007, as amended on July __, 2007 between the Lender
      and the Borrower (in its original form and as it may be hereafter amended or
      otherwise modified, the “Agreement”). As provided in the Agreement,
      Interest Payments shall be due on the first day of each and every month from
      the
      date hereof until the Maturity Date, as defined in the Agreement, when the
      entire aggregate unpaid principal amount of all Advances, plus unpaid by accrued
      interest thereon shall be due and payable. Any amount of principal hereof which
      is not paid when due, whether at stated maturity, by acceleration, or otherwise,
      shall bear interest from the date when due until said principal amount is paid
      in full, at a rate per annum equal at all times to the applicable interest
      rate
      set for such Advance plus 400 basis points (4%). 

     

    The
      Borrower hereby authorizes the Lender to endorse on the Schedule annexed to
      this
      Line of Credit Grid Note (this “Note”) the principal amount of all
      Advances made to the Borrower, the interest rate for each such Advance, and
      all
      payments of principal amounts in respect of such Advance, which endorsements
      shall, in the absence of manifest error, be conclusive as to the outstanding
      principal amount of all Advance and the interest rates thereon; provided,
however, that the failure to make such notation with respect to
      any interest rate of an Advance, or payment shall not limit or otherwise affect
      the obligations of the Borrower under the Agreement or this Note.

     

    If
      any
      payment hereunder or under the Note becomes due and payable on a day other
      than
      a business day, the maturity thereof shall be extended to the next succeeding
      business day; provided, however, that if the date for any payments
      of interest is extended as provided hereunder or by operation of law or
      otherwise, interest shall continue to accrue and be payable at the then
      applicable rate during such extension.

     

    This
      Note
      is the Note referred to in the Agreement. Terms used herein which are defined
      in
      the Agreement shall have their defined meanings when used herein. This Note
      is
      secured by first priority lien and security interest in the Collateral defined
      in the Agreement, reference to which is hereby made for a description of the
      Collateral provided for under such Agreement and the rights of the Borrower
      and
      the Lender with respect to such Collateral.

     

    This
      Note
      shall be governed by the laws of the State of New York, provided that, as to
      the
      maximum rate of interest which may be charged or collected, if the laws
      applicable to the Lender permit it to charge or collect a higher rate than
      the
      laws of the State of New York, then such law applicable to the Lender shall
      apply to the Lender under this Note.

     

    


    
      	 	 	 
	 	
              Versadial,
                Inc. 

              
                a
                  Nevada corporation

              

            
	 
 	 
 	 
 
	Date: 	By:  	/s/ 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULE TO
        LINE OF CREDIT GRID NOTE

      

        
          	
                   

                   

                   

                  Date

                	
                   

                	
                   

                	
                  Amount

                  of
                    
Advance

                	
                   

                	
                   

                	
                  Interest

                  Rate

                	
                   

                	
                   

                	
                  Amount
                    
of

                  Principal

                  Prepaid

                	
                   

                	
                   

                	
                  Unpaid
                    
Principal 
Balance of 
Line of 
Credit Grid
                    
Note

                	
                   

                	
                   

                	
                  Name
                    of Person 
Making Notation

                	
                   

                	
                   

                	
                  Initials
                    
of

                  Such
                    
Person