EV
      RENTAL CARS, LLC

    a
      California limited liability company


    


    UNSECURED
      CONVERTIBLE PROMISSORY NOTE

    


    
      	
              $________________

            	
              ______________,
                2008

            
	 	
              Los
                Angeles, California

            


    

    


    EV
      RENTAL CARS, LLC,
      a California
      limited liability company (the “Issuer”),
      hereby promises to pay to _____________________________ (the “Payee”),
      at
      _____________________________, or such other place as the Payee shall direct
      in
      writing, the principal sum of ________________________ Dollars
      ($______________), plus accrued interest thereon at the rate of ten percent
      (10%) per annum from the date that the funds are advanced or paid to Issuer,
      payable in lawful money of the United States of America. If the minimum
      principal amount of Notes is sold, then at the closing of the currently
      proposed reorganization between the Issuer and IMMS, Inc., a Nevada
      corporation (“IMMS”), as
      described in the Term Sheet dated March 6, 2008, attached hereto as Exhibit
“A,”
this Note shall automatically convert into the Units of IMMS as described in
      the
      Term Sheet and this Note shall be null and void. The Payee acknowledges that
      IMMS is not a party to the this Note or the Term Sheet, that IMMS is not making
      any representations or warranties concerning this Note or the Term Sheet and
      that all Units of IMMS securities due the Payee will be duly authorized, issued
      and delivered by the new directors and executive officers of IMMS, who are
      the
      current managing member and other principals of the Issuer.

    


    The
      principal and all unpaid interest on this Note shall be due and payable on
      October 31, 2008, in one installment of principal plus interest. Payments will
      first be applied to accrued and unpaid interest on this Note, and thereafter
      on
      the unpaid principal amount hereof. This Note may be prepaid at any time in
      whole or in part without penalty. All references to Dollars herein are to lawful
      currency of the United States of America.

    


    In
      any
      action at law or in equity to enforce or construe any provisions or rights
      under
      this Note, the unsuccessful party or parties to such litigation, as determined
      by a court pursuant to a final offer, judgment or decree, shall pay to the
      successful party or parties all costs, expenses and reasonable attorneys' fees
      incurred by such successful party.

    


    This
      Note
      shall be construed in accordance with and be governed by the law of the State
      of
      California. Executed as of the date first written above.

    


    (Remainder
      of Page Left Intentionally Blank – Signature Page
      Follows)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Signature
        Page to Unsecured Promissory Note



    
      	
              EV
                RENTAL CARS, LLC

            
	
              a
                California limited liability company

            
	 	 
	
              By:

            	
               

            
	 	
              Jeff
                Pink

            
	 	
              Manager

            
	 	 
	
              Addresses
                for notices:

            
	 	 
	
              EV
                Rental Cars, LLC

            
	
              5500
                West Century Boulevard

            
	
              Los
                Angeles, California 90045

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A
      TO UNSECURED CONVERTIBLE PROMISSORY NOTE

     

    EV
      RENTAL CARS, LLC

     

    a
      California limited liability company

     

    TERM
      SHEET

     

    March
      6, 2008

     

    A
      Minimum of $500,000 and a Maximum of $2,000,000 of

     

    Unsecured
      Convertible Promissory Notes Automatically Convertible
      into

     

    A
      Minimum of $500,000 and a Maximum of $2,000,000 of Units of IMMS,
      Inc.

     

    Consisting
      of Convertible Debentures and Common Stock Purchase
      Warrants

     

    The
      following term sheet (the “Term Sheet”) sets forth certain information
      concerning EV Rental Cars, LLC, a California limited liability company (“EV”),
      which has entered into a Letter of Intent to be reorganized with IMMS, Inc.,
      a
      Nevada corporation (“IMMS”), including, but not limited to, the terms of this
      private placement (the “Offering”) to accredited investors only pursuant to
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      “Securities Act”):

     

    THE
      SECURITIES OFFERED PURSUANT TO THE SUBSCRIPTION AGREEMENT AND INVESTOR
      QUESTIONNAIRE, A COPY OF WHICH IS ATTACHED HERETO (THE “SUBSCRIPTION AGREEMENT”)
      HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND
      EXCHANGE COMMISSION, NOR HAS SUCH COMMISSION OR ANY STATE SECURITIES BUREAU,
      COMMISSION OR OTHER REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
      OF
      THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS TERM SHEET AND THE EXHIBITS
      ATTACHED HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
      THESE
      ARE SPECULATIVE SECURITIES.

     

    IN
      MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION
      OF
      THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
      INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
      SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
      AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
      TERM SHEET AND THE EXHIBITS ATTACHED HERETO. ANY REPRESENTATION TO THE CONTRARY
      IS A CRIMINAL OFFENSE.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    THESE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AS
      AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
      OR
      EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
      BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    
      	
              ISSUER

            	
              EV
                Rental Cars, LLC, a California limited liability
                company.

            
	
               

            	
               

            
	
               

            	
              Pursuant
                to a Letter of Intent dated March __ , 2008, EV is contemplating
                a
                reorganization whereby a wholly-owned subsidiary of IMMS would be
                merged
                with and into EV, with EV being the surviving entity and becoming
                a
                wholly-owned subsidiary of IMMS (the “Proposed Reorganization”). It is
                intended that IMMS will change its name EV Rental Cars, Inc. shortly
                after
                the closing of the Proposed Reorganization. The goal of EV after
                the
                closing of the Proposed Reorganization is to achieve a national presence
                in the car rental industry by renting only hybrid electric and
                low-emissions vehicles to the public.

            
	
               

            	
               

            
	
               

            	
              EV
                has delivered to the Purchaser concurrently with this Term
                Sheet:

            
	
               

            	
              (i)
                the Subscription Agreement, attached as Exhibit
                A,

            
	
               

            	
              (ii)
                the form of Convertible Debenture of IMMS that will evidence and
                govern
                the Debentures, attached as Exhibit B,

            
	
               

            	
              (iii)
                the form of Common Stock Purchase Warrant of IMMS, attached as Exhibit
                C,

            
	
               

            	
              (iv)
                a Use of Proceeds for the proceeds to be raised from this Offering,
                attached as Exhibit D,

            
	
               

            	
              (v)
                the Letter of Intent dated March __ , 2008 for the Proposed Reorganization
                of EV and IMMS, attached as Exhibit E,

            
	
               

            	
              (vi)
                a list of Risk Factors relating to this Offering, attached as Exhibit
                F,

            
	
               

            	
              (vii)
                a copy of the Security Offering Escrow Agreement, attached as Exhibit
                G,

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              (viii)
                a Registration Rights Agreement, attached as Exhibit H,
                and

            
	
               

            	
              (ix)
                the form of Unsecured Convertible Promissory Note of EV, attached
                hereto
                as Exhibit I, which will automatically be converted into Units of
                IMMS upon the closing of the Proposed
                Reorganization.

            
	
               

            	
               

            
	
               

            	
              The
                Purchaser may obtain a copy of the EV business plan by making a written
                request to the EV corporate office located at 5500 West Century Boulevard,
                Los Angeles, California 90045, Attention: Jeffrey Pink. Only upon
                receipt
                of such written request will EV provide Purchaser with a copy of
                the EV
                business plan.

            
	
               

            	
               

            
	
               

            	
              The
                Purchaser acknowledges that an investment in the Notes (and upon
                the
                closing of the Proposed Reorganization, the Units) is extremely
                speculative and that there is a substantial likelihood that the investor
                will lose his or her entire investment.

            
	
               

            	
               

            
	
              SECURITIES
                OFFERED

            	
              EV
                is hereby offering a minimum of $500,000 and a maximum of $2,000,000
                of
                Unsecured Convertible Promissory Notes (the “Notes”). The Notes will
                accrue interest at a rate of 10% per annum and all principal and
                unpaid
                interest will be due and payable in one installment on October 31,
                2008.

            
	
               

            	
               

            
	
               

            	
              If
                the minimum principal amount of Notes have been sold, then at the
                closing
                of the Proposed Reorganization the Notes will automatically convert
                into a
                minimum of $500,000 and a maximum of $2,000,000 of Units of IMMS
                securities, and the Notes will be null and
                void.

            
	
               

            	
               

            
	
               

            	
              The
                Units of IMMS will consist of the following IMMS securities: (i)
                convertible debentures (the “Debentures”), and (ii) common stock purchase
                warrants (the “Warrants,” and together with the Debentures, the “Units”)
                of IMMS. At the closing of the Proposed Reorganization, the principal
                amount of the Notes will automatically convert into an equivalent
                principal amount of Units. The minimum principal amount of the Notes
                will
                be $100,000, which will automatically convert into two (2) Units
                at
                $50,000 per Unit for an aggregate minimum of $100,000 of Units, provided
                that EV may accept less than the minimum amount in EV’s sole and absolute
                discretion.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              For
                every dollar of principal of Units, Purchasers will receive a Debenture
                of
                an equivalent principal amount. Purchasers will also receive a Warrant
                to
                purchase one share of IMMS common stock for every two (2) dollars
                of
                principal of Units. Based on the minimum and maximum value of the
                Units,
                the total contemplated Warrants will be a minimum of 250,000 Warrants
                or a
                maximum of 1,000,000 Warrants.

            
	
               

            	
               

            
	
               

            	
              The
                Debentures will accrue interest at 10% per annum, which may be
                paid, at the option of IMMS, in cash or in shares of common stock.
                The
                value of the IMMS common stock for purposes of determining the number
                of
                shares issuable as an interest payment will be based on the Conversion
                Price (as defined below) of the Debenture on the business day immediately
                preceding the interest payment date.

            
	
               

            	
               

            
	
               

            	
              The
                Debentures will be due and payable in one installment on the earlier
                to
                occur of: (i) six (6) months following the date of the closing of
                the
                Proposed Reorganization, or (ii) October 31, 2008 (the “Maturity Date”).
                IMMS may prepay the Debentures at any time prior to the Maturity
                Date, in
                whole or in part, on 15 days prior written notice, provided IMMS
                must pay
                a 20% premium on the outstanding principal
                amount.

            
	
               

            	
               

            
	
               

            	
              IMMS
                will have 15 days from the Maturity Date to pay the outstanding principal
                amount of the Debenture, together with all accrued and unpaid interest.
                If
                IMMS fails to make such payment, the principal amount of the Debenture
                will increase by an additional 50% and the term of the Debenture
                will
                automatically be extended for an additional 6 months from the original
                Maturity Date (the “Extension Period”). During the Extension Period, the
                conversion rights and interest rate will remain the same at the new
                principal amount. Any attempted prepayment of the Debenture by IMMS
                during
                the Extension Period, except as mentioned below, will not be
                subject to the 20% premium referenced above.
                

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              If
                IMMS closes an equity financing, including debt convertible into
                equity
                (the “Next Equity Financing”), on or before the Maturity Date (including
                as such Maturity Date is extended hereunder), the principal amount
                of the
                Debentures, plus all accrued and unpaid interest, will automatically
                convert into the securities sold in the Next Equity Financing. The
                conversion price will be equal to 50% of the price per equity security
                at
                which IMMS’s equity securities are sold in such Next Equity
                Financing.

            
	
               

            	
               

            
	
               

            	
              At
                any time prior to or after the Maturity Date, the Purchaser may
                voluntarily convert the Debentures into shares of common stock of
                IMMS,
                provided that the Purchaser gives IMMS at least three (3) business
                days
                written notice. The number of shares into which the Debentures may
                be
                converted will be determined by dividing the aggregate principal
                amount
                plus all accrued interest by the Conversion Price (as defined below)
                in
                effect at the time of such conversion. The Conversion Price will
                be the
                lower of $1.50 per share or the fair market value of the IMMS common
                stock
                on the date immediately preceding the date of receipt by IMMS of
                the
                Purchaser’s conversion notice. IMMS has the right, prior to the expiration
                of the 3 day written notice period, to prepay any Debentures with
                respect
                to any amount which shall be the subject of an attempted conversion,
                provided that IMMS must pay a 20% premium on the outstanding principal
                amount.

            
	
               

            	
               

            
	
               

            	
              Each
                Warrant will entitle the Purchaser to purchase one share of common
                stock
                of IMMS. The Warrants will be exercisable for a term of 5 years from
                the
                date of issuance. The exercise price of the Warrants will be $0.75.
                The
                underlying shares to the Warrants will have piggyback registration
                rights.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              The
                Warrants will carry a cashless exchange provision. The Purchaser
                cannot
                effect any exercise of the Warrants prior to 6 months from the date
                of
                issuance. The Purchaser cannot effect any “net” exercise of the Warrants
                prior to 9 months from the date of issuance. The Purchaser cannot
                effect
                any “net” exercise of the Warrants at any time if on the date of exercise
                the resale of the underlying shares by Purchaser has been registered
                under
                the Securities Act pursuant to an effective registration statement.
                

            
	
               

            	
               

            
	
               

            	
              IMMS,
                at its election, may force the Warrants to be exercised if: (i) there
                is
                an effective registration statement that registers the underlying
                shares,
                (ii) the average market price of the IMMS common stock over a 30
                day
                period is trading at a 100% premium to the exercise price of the
                Warrants,
                and (iii) the average trading volume on a daily basis during the
                same 30
                day period is equal to or greater than 15% of the total amount of
                Warrants
                being forced to exercise. In any event, only 25% of the total outstanding
                Warrants can be forced to convert in any 30 day
                period.

            
	
               

            	
               

            
	
              COLLATERAL

            	
              If
                EV’s lenders agree to allow junior liens to be created in EV’s assets, the
                Notes and Debentures will be secured by all available assets of EV
                and
                subordinated to any senior encumbrances in
                place.

            
	
               

            	
               

            
	
              USE
                OF PROCEEDS

            	
              The
                net proceeds of this Offering will be used by EV in the manner set
                forth
                in the Use of Proceeds attached as Exhibit
                D.

            
	
               

            	
               

            
	
              OFFERING
                PERIOD/ESCROW 

            	
              The
                escrow will remain open until the earliest to occur of five o'clock
                P.M.,
                pacific standard time, on May 31, 2008 (provided that EV may extend
                the
                Closing Date by written instruction to Escrow Holder), or the closing
                of
                the Proposed Reorganization (the “Closing Date”). In no event will the
                Closing Date be extended to a date later than May 31, 2008. No closing
                of
                this Offering will occur until the minimum principal amount of Notes
                have
                been sold. Note proceeds will be held in escrow until the minimum
                principal amount of Notes have been sold, pursuant to the Escrow
                Agreement. The escrow account will be with City National Bank (the
“Escrow
                Holder”), located at 555 So. Flower St., 12th Floor, Los Angeles, CA
                90071. All fees owed to the Escrow Holder will be payable by
                EV.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              With
                respect to the initial $500,000 of gross proceeds from the
                Offering, in the event sales of Notes sufficient to complete the
                minimum
                of $500,000 do not occur by May 20, 2008, all proceeds will be returned
                to
                the Purchaser, with interest, if any. If EV receives and accepts
                subscriptions for gross proceeds of at least $500,000 on or before
                May 20,
                2008, EV may close on this Offering for the amount of $500,000 whether
                or
                not the Proposed Reorganization has closed. Any gross proceeds for
                subscriptions in excess of $500,000 will be held in escrow subject
                to the
                following paragraph. 

            
	
               

            	
               

            
	
               

            	
              With
                respect to any gross proceeds in excess of $500,000 from the
                Offering, in the event (i) sales of Notes of at least $1,000,000
                of gross
                proceeds (including the initial $500,000 of gross proceeds) do not
                occur,
                and (ii) the Proposed Reorganization does not close by May 31, 2008,
                all
                such gross proceeds in excess of $500,000 proceeds will be returned
                to the
                Purchaser, with interest, if any. If EV receives and accepts subscriptions
                for gross proceeds of at least $1,000,000 of gross proceeds (including
                the
                initial $500,000 of gross proceeds) on or before May 20, 2008, EV
                may
                close on this Offering for the amount then held in escrow only in
                connection with the closing of the Proposed
                Reorganization.

            
	
               

            	
               

            
	
              PLACEMENT
                AGENT

            	
              Kingsdale
                Capital Markets (USA) Inc., an investment dealer and a member of
                the
                Financial Industry Regulatory Authority (“FINRA”) will act as the
                placement agent for this Offering (the “Placement Agent”). As a fee, EV
                will pay the Placement Agent a commission equal to 10% of the total
                Debentures sold and a number of Warrants equal to 10% of the total
                principal dollar amount of Debentures sold on the same terms and
                conditions as the Warrants deliverable to Purchasers pursuant to
                the terms
                hereof (the “Placement Fee”). Any amount of capital raised by an
                authorized member of EV will not be subject to the Placement
                Fee.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              ADVISOR

            	
              Kingsdale
                International Corp. will act as the advisor for this Offering (the
                “Advisor”).

            


    

     

    Purchasers
      of the Notes should complete and deliver the Subscription Agreement and deliver
      amounts for the Notes to the Escrow Holder in the manner prescribed in the
      Subscription Agreement. EV make accept or reject subscriptions, in part or
      in
      whole, and for any reason in its sole and absolute
      discretion.

     

    In
      the event there shall be any inconsistencies between this Term Sheet and the
      Subscription Agreement, the terms of the Subscription Agreement shall
      govern.

     

    
      	
              Dated:
                March 6, 2008

            	
              EV
                RENTAL CARS, LLC

            
	
               

            	
              a
                California limited liability
                company

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      AGREEMENT AND 

    INVESTOR
      QUESTIONNAIRE

     

    EV
      RENTAL CARS, LLC

    a
      California limited liability company

     

    Please
      carefully read all instructions and the terms and conditions of your Term Sheet,
      dated March 6, 2008, of EV Rental Cars, LLC, a California limited liability
      company (“EV”),
      including any Supplement(s) and/or Exhibits attached thereto (collectively,
      the
“Term
      Sheet”),
      before filling out this Subscription Agreement and Investor Questionnaire (the
      “Subscription
      Agreement”).
      Furthermore, please review the Subscription Supplement (the “Subscription
      Supplement”)
      which
      is attached as Exhibit
      A
      to this
      Subscription Agreement, the terms of which are incorporated by reference into
      and made a part of this Subscription Agreement. Capitalized terms used and
      not
      otherwise defined herein shall have the meanings set forth in the Term
      Sheet.

     

    
      	
              þ

            	
              When
                Subscription Agreement is complete, mail

            
	
              or
                wire your investment to:

            


    

     

    
      	
              All
                documents
                and
                checks
                (no wires)

              should
                be sent to:

            	
               

              All
                wires
                should be sent to:

            
	
              Kingsdale
                Capital Markets (USA) Inc.

              The
                Exchange Tower

              130
                King Street West

              Suite
                2950

              Toronto,
                Ontario Canada M5X 1C7

              Attn:
                Robert Carbonaro, President

              Tel:
                (877) 373-6007

            	
              City
                National Bank

              555
                South Flower Street

              12th
                Floor

              Los
                Angeles, California 90071

              ABA
                Routing Number: 122 016 066

              C/O
                City National Investments #101281469

              (SWIFT#CINAUS6L
                - for foreign wires)

              Attn:
                Sue Behning

              For
                Credit to the account of :

              Account
                Name: EV Rental Cars, LLC

              Account
                No.: ESC08622

            


    

    


    Make
      checks payable to:

    “City
      National Bank – EV Rental Cars, LLC.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                I. ACCOUNT
                  REGISTRATION — CHECK ONE

              


      

      
        
           

        

      

      
        
          	
                   ̈
                    Individual Account

                	
                   

                	
                  o
Joint
                    Registration

                  (check
                    one below)

                	
                   

                	
                  o
Pension
                    or

                  Profit

                  Sharing

                	
                   

                	
                  o
Corporation,


                  Partnership,
                    Trust, 

                  Association
                    or Other 

                  Entity

                	
                   

                
	
                   

                	
                   

                	
                  o
Joint
                    Tenants with
                    Right

                  of
                    Survivorship

                   

                  o
Tenants
                    in Common

                   

                  o
Tenants
                    by Entirety

                   

                  o
Community
                    Property

                	
                   

                	
                  o
IRA

                	
                   

                	
                   

                	
                   

                


        

      

       

      
        
          	
                   

                	
                  
                     

                     

                     

                    o

                  

                   

                  o

                   

                  o

                	
                   

                   

                  PLEASE
                    PUT A CHECK NEXT TO THE SOCIAL SECURITY. NO. OR TAX I.D. NO.
                    RESPONSIBLE
                    FOR TAXES. WE WILL USE THIS NUMBER IN ANY TAX REPORTS WE MAKE
                    WITH THE IRS
                    RELATED TO THE INVESTOR.

                	
                   

                
	
                  Name of APPLICANT, CUSTODIAN, CORPORATION, TRUST or BENEFICIARY

                	
                   

                
	
                   

                	
                	
                   

                
	
                  Soc.
                    Sec. or Tax I.D.#

                	
                   

                
	
                   

                	
                   

                
	
                  
                    Name
                      of JOINT TENANT or TRUSTEE (if
                      applicable)

                  

                	
                   

                
	
                   

                	
                	
                   

                
	
                  Soc.
                    Sec. or Tax I.D.#

                	
                   

                
	
                  and

                	
                   

                
	
                  Name
                    of ADDITIONAL TRUSTEE (if
                    applicable)

                	
                   

                
	
                   

                	
                	
                   

                
	
                  Soc.
                    Sec. or Tax I.D.#

                	
                   

                


        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    II.
      SUBSCRIPTION

    


    ࿇
      I (we) subscribe for me (us) and purchase Unsecured Convertible Promissory
      Notes
      (the “Notes”)
      of EV, which upon the Closing of the minimum principal amount of Notes and
      the
      closing of the Proposed Reorganization of EV with IMMS, Inc., a Nevada
      corporation (“IMMS”)
      shall automatically convert into Units of IMMS securities consisting of the
      equivalent dollar principal amount of Convertible Debentures and a number of
      Common Stock Purchase Warrants, based on one Common Stock Purchase Warrant
      for
      each $2.00 principal amount of Convertible Debentures received hereunder
      (collectively, the “Units”
      or “Securities”),
      in the manner described in the Term Sheet:

    


    A.
      $_________________ Investment
      Amount in Cash.

    


    B.
      $_________________ Investment
      Amount in Cancellation of Bona Fide Indebtedness

    


    TOTAL
      SUBSCRIPTION
      (Add Items A-B above in the space below)

    


    $_________________
      Investment
      Amount

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    

      MAILING
        ADDRESS

      


      
        	 
	
                Name

              


      

       

      
        	 
	
                Name
                  of Company (if applicable)

              


      

       

      
        	 	 
	
                Street
                  Address

              	
                Suite/Apartment
                  Number               

              


      

       

      
        	 	 	 	 	 	
                -

              	 
	
                City

              	 	
                State

              	 	
                Zip
                  Code

              	
              	
                 

              


      

      


      
        	 	 	 	 	 
	
                Phone
                  Number (with Area Code)

              	 	
                Facsimile
                  Number

              	 	
                E-mail
                  address

              


      

       

      The
        above
        address is my to: ____ Residence Address ____ Business Address ____

       

    

    
      	
              III. ALTERNATIVE
                DISTRIBUTION INFORMATION

            


    

    


    To
      direct
      distributions to a party other than the registered owner, complete the
      information below:

     

    Name
      of
      Firm (Bank, Brokerage or Custodian): ______________________________________________________________

     

    Account
      Name:
      _______________________________________________________________________________________

     

    Account
      Number:
      _____________________________________________________________________________________

     

    Address:
      _____________________________________________________________________________________________

     

    City,
      State, Zip:
      _______________________________________________________________________________________

     

    
      	
              IV. SUBSCRIPTION
                AGREEMENT

            


    

     

    You
      as an
      individual or you on behalf of the subscribing entity are being asked to
      complete this Subscription Agreement so a determination can be made as to
      whether or not you (it) are qualified to purchase Securities under applicable
      federal and state securities laws.

     

    Your
      answers to the questions contained herein must be true and correct in all
      respects, and a false representation by you may constitute a violation of law
      for which a claim for damages may otherwise be made against you.

     

    Your
      answers will be kept strictly confidential; however, by signing this
      Subscription Agreement, you will be authorizing EV to present a completed copy
      of this Subscription Agreement to such parties as it may deem appropriate in
      order to make certain that the offer and sale of the Securities will not result
      in a violation of the Securities Act of 1933, as amended (the “Securities Act”),
      or of the securities laws of any state.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    This
      Subscription Agreement does not constitute an offer to sell or a solicitation
      of
      an offer to buy the Securities, or any other security.

     

    You
      hereby confirm that EV has full right in its sole discretion to accept or reject
      your subscription, provided that, if EV decides to reject such subscription,
      EV
      must do so promptly and in writing. In the case of rejection, any cash payments
      and copies of all executed subscription documents will be promptly returned
      to
      you (with interest, if any). In the case of acceptance, ownership of the number
      of Securities being purchased hereby will pass to you upon issuance of the
      Securities subscribed for.

     

    All
      questions must be answered. If
      the
      appropriate answer is “None” or “Not Applicable,” please so state. Please print
      or type your answers to all questions and attach additional sheets if necessary
      to complete your answers to any item. Please initial any
      correction.

     

    INDIVIDUAL
      SUBSCRIBERS:

     

    If
      the
      Securities subscribed for are to be owned by more than one person, you and
      the
      other co-subscriber must each complete a separate Subscription Agreement (except
      if the co-subscriber is your spouse and Statement 1, 2 or 3 of Part A under
      Section V below has been checked) and sign the signature page hereto. If your
      spouse is a co-subscriber, you must indicate his or her name and social security
      number.

     

    CORPORATIONS,
      PARTNERSHIPS, LIMITED LIABILITY COMPANIES, PENSION PLANS AND
      TRUSTS:

     

    The
      information requested herein relates to the subscribing entity and not to you
      personally (unless otherwise determined in the ACCREDITED INVESTOR STATUS
      section).

      

      
        
          	
                  V. ACCREDITED
                    INVESTOR
                    STATUS

                


        

      

    

     

    A. INDIVIDUAL
      ACCOUNTS

     

    I
      certify
      that I am an “accredited investor” because:

     

    1.       
      _______
      I
      had an individual income of more than $200,000 in each of the two most recent
      calendar years, and I reasonably expect to have an individual income in excess
      of $200,000 in the current calendar year.(1)

     

    2.       
      _______
      My spouse and I had a joint income in excess of $300,000 in each of the two
      most
      recent calendar years, and we reasonably expect to have a joint income in excess
      of $300,000 in the current calendar year.(1)

     

    3.       
      _______
      I
      have an individual net worth, or my spouse and I have a joint net worth, in
      excess of $1,000,000.(2)

     

    _____________

    
      	 	
              (1)

            	
              To
                calculate “income” for purposes herein, please use adjusted gross income
                as reported on the relevant federal tax
                return.

            


    

     

    
      	 	
              (2)

            	
              For
                purposes of this question, you may include your spouse's net worth
                and may
                include the fair market value of your home and personal
                property.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    B. CORPORATIONS,
      PARTNERSHIPS, LIMITED LIABILITY COMPANIES EMPLOYEE BENEFIT PLANS OR
      IRAS

     

    1. Has
      the
      subscribing entity been formed for the specific purpose of investing in the
      Securities?

     

    
      	 	
               ̈

            	
              Yes

            	
               ̈

            	
              No

            


    

     

    If
      your
      answer to question 1 is “No” CHECK whichever of the following statements (a-e)
      is applicable to the subscribing entity. If your answer to question 1 is “Yes”
the subscribing entity must be able to certify to statement (2) below in order
      to qualify as an “accredited investor.”

    


    The
      undersigned entity certifies that it is an “accredited investor” because it
      is:

     

    
      	 	
              a.

            	
              ______
                an employee benefit plan within the meaning of Title 1 of the Employee
                Retirement Income Security Act of 1974, provided that the investment
                decision is made by a plan fiduciary, as defined in section 3(21)
                of such
                Act, and the plan fiduciary is a bank, savings and loan association,
                insurance company or registered investment advisor;
                or

            


    

     

    
      	 	
              b.

            	
              ______
                an employee benefit plan within the meaning of Title 1 of the Employee
                Retirement Income Security Act of 1974 that has total assets in excess
                of
                $5,000,000; or

            


    

     

    
      	 	
              c.

            	
              ______
                a corporation, partnership, limited liability company or employee
                benefit
                plan and each of its shareholders, partners or beneficiaries meet
                at least
                one of the conditions described above under INDIVIDUAL ACCOUNTS.
                Please
                also CHECK the appropriate space in that section, and provide completed
                and signed subscription agreements for each such individual;
                or

            


    

     

    
      	 	
              d.

            	
              ______
                a self-directed employee benefit plan and the investment decision
                is made
                solely by a person that meets at least one of the conditions described
                above under INDIVIDUAL ACCOUNTS; or

            


    

     

    
      	 	
              e.

            	
              ______
                a corporation, a Massachusetts or similar business trust, or a partnership
                which has total assets in excess of
                $5,000,000.

            


    

     

    2. If
      the
      answer to question 1 above is “Yes,” please certify that the statement below is
      true and correct:

     

    
      	 	
              _____

            	
              The
                undersigned entity certifies that it is an accredited investor because
                each of its shareholders, partners, members or beneficiaries meets
                at
                least one of the conditions described above under INDIVIDUAL ACCOUNTS.
                Please also CHECK the appropriate space in that section and provide
                completed and signed subscription agreements for each such
                individual.

            


    

     

    C. TRUST
      ACCOUNTS

    1. Has
      the
      subscribing entity been formed for the specific purpose of investing in the
      Securities?


     

    
      	 	
               ̈

            	
              Yes

            	
               ̈

            	
              No

            


    

     

    If
      your
      answer to question 1 is “No” CHECK whichever of the following statements (a-c)
      is applicable to the subscribing entity. If your answer to question 1 is “Yes”
the subscribing entity must be able to certify to the statement (c) below in
      order to qualify as an “accredited investor.”

     

    The
      undersigned trustee certifies that the trust is an “accredited investor”
because:

     

    
      	 	
              a.

            	
              ______
                the trust has total assets in excess of $5,000,000 and the investment
                decision has been made by a “sophisticated person” (i.e.,
                the person whose investment experience is detailed in Section IX
                below has
                such knowledge and experience in financial and business matters that
                he,
                she or it is capable of evaluating the merits and risks of an investment
                in the Securities); or

            


    

     

    
      	 	
              b.

            	
              ______
                the trustee making the investment decision on its behalf is a bank
                (as
                defined in Section 3(a)(2) of the Securities Act), a savings and
                loan
                association or other institution (as defined in Section 3(a)(5)(A)
                of the
                Securities Act), acting in its fiduciary capacity;
                or

            


    

     

    
      	 	
              c.

            	
              ______
                the grantor(s) of the trust may revoke the trust at any time and
                regain
                title to the trust assets and has (have) retained sole investment
                control
                over the assets of the trust and the (each) grantor(s) meets at least
                one
                of the conditions described above under INDIVIDUAL ACCOUNTS. Please
                also
                CHECK the appropriate space in that section and provide completed
                and
                signed subscription agreements for each such
                individual.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              VI. BACKGROUND
                AND INVESTMENT EXPERIENCE 

            


    

     

    The
      following information is to be provided by the individual making the investment
      decision or the person acting on behalf of the corporation, partnership,
      individual retirement account, employee benefit plan or trust.

     

    A. Business
      or professional education (school, dates of attendance, degrees):

     

    
      
        

      

       

      
        

      

    

     

    B. Details
      of any training or experience in financial, business or tax matters not
      disclosed in Item A immediately above:

     

    
      

    

     

    
      

    

     

    C. Please
      indicate the frequency of your investment in restricted (non-traded)
      securities:

     

    
      	 	
               ̈

            	
              Often

            	
               ̈

            	
              Occasionally

            	
               ̈

            	
              Seldom

            	
               ̈

            	
              Never

            


    

     

    D. Please
      state the appropriate number and total dollar amount of the following types
      of
      investments in which you have participated:

     

    1. Restricted
      (non-traded) stock or notes:

    

      
        	
                Number:
                  ______

              	
                Amount
                  Invested: _____________

              


      

    

     

    2. Private
      placements of securities sold in reliance upon non-public offering exemption
      from registration under the Securities Act of 1933, as amended:

     

    
      	
              Number:
                ______

            	
              Amount
                Invested: _____________

            


    

     

    E. Please
      INITIAL
      (i.e.,
      DO NOT
      CHECK) the appropriate alternative:

     

    ______
      ALTERNATIVE ONE: I have such knowledge and experience in financial and business
      matters and in private placement investments in particular that I am capable
      of
      protecting my interests in connection with the purchase of the Securities and
      evaluating the merits and risks of an investment in the Securities and do not
      desire to use a professional advisor in connection with protecting my interests
      and evaluating such merits and risks. I understand, however, that EV may request
      that I use a professional advisor.

     

    ______
      ALTERNATIVE TWO: I intend to use the services of a professional advisor(s)
      in
      connection with protecting my interests in connection with the purchase of
      the
      Securities and evaluating the merits and risks of an investment in Securities
      and hereby appoint such person(s) to act as my Purchaser Representative(s)
      in
      connection with my proposed purchase of Securities. (Your
      NASD registered representative cannot
      act as your Purchaser Representative. Please contact your registered
      representative for further instructions.)

     

    Name
      of
      Professional Advisor if Alternative Two chosen:

    

      
        	
                  

              	 	
                Telephone Number:

              	
                  

              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                VII. REPRESENTATIONS,
                  WARRANTIES, COVENANTS AND
                  CERTIFICATIONS

              


      

    

     

    A. Representations,
      Warranties, Covenants and Certifications of the Purchaser: The
      undersigned represents, warrants, covenants and certifies to EV, as
      follows:

     

    1. The
      undersigned certifies that the information contained herein above is complete
      and accurate and may be relied on by EV. The undersigned will notify EV promptly
      of any material change in any of such information.

     

    2. Under
      penalties of perjury, the undersigned certifies that (i) my taxpayer
      identification number shown in this Subscription Agreement is correct and (ii)
      I
      am not subject to backup withholding because (1) I have not been notified that
      I
      am subject to backup withholding as a result of a failure to report all interest
      and dividends or (2) the Internal Revenue Service has notified me that I am
      no
      longer subject to backup withholding. (If you have been notified that you
are
      subject
      to backup withholding and the Internal Revenue Service has not advised you
      that
      backup withholding has been terminated, strike out item (ii)).

     

    3. The
      undersigned agrees to indemnify and hold harmless EV, IMMS and their officers,
      directors and agents against all loss, liability, costs and expenses (including
      reasonable attorneys' fees) arising as a result of any misrepresentation made
      by
      me in this Subscription Agreement, my breach of this Subscription Agreement
      or
      my transfer of the Securities in violation of federal and/or state securities
      laws.

     

    4. The
      undersigned agrees that the representations, certifications and agreements
      set
      forth in this Subscription Agreement shall survive the purchase and delivery
      of
      the Securities.

     

    5. The
      undersigned acknowledges that City National Bank is acting solely as Escrow
      Holder in connection with this Offering of the Units and makes no recommendation
      with respect thereto. City National Bank has made no investigation regarding
      this Offering, EV, IMMS, their officers or directors or any other person or
      entity involved in this Offering.

     

    6. The
      undersigned (i) has reviewed all documents, records and books the undersigned
      has requested pertaining to EV, (ii) has had an opportunity to ask questions
      of,
      and receive answers from, EV or persons acting on EV’s behalf concerning the
      terms and conditions of this investment, (iii) has received no oral
      representations or warranties on which the undersigned has relied in connection
      with this investment, (iv) is unaware of, and is in no way relying on, any
      form
      of general solicitation or general advertising within the meaning of Section
      502
      of Regulation D in connection with the offer and sale of the Securities, and
      (v)
      has received, and is relying on in making this investment, no representations
      or
      warranties other than those set forth in this Subscription
      Agreement.

     

    7. The
      undersigned acknowledges that the Securities have not been registered under
      the
      Securities Act or any state securities laws and are instead being offered and
      sold in reliance on federal and state exemptions for private offerings. The
      Securities for which the undersigned hereby subscribes are being acquired solely
      for the undersigned’s own account, for investment and not with a view to or for
      the resale, distribution, subdivision or fractionalization thereof, and the
      undersigned has no plans to enter into, and has not entered into, any contract,
      undertaking, agreement or arrangement to such end. The undersigned has adequate
      means of providing for current needs and personal contingencies and would have
      no need for the liquidity of this intended investment in EV. In order to induce
      EV to issue to the undersigned the Securities hereby subscribed for, it is
      agreed that EV will have no obligation to recognize the ownership, beneficial
      or
      otherwise, of such Securities or any security comprising a part thereof by
      anyone but the undersigned. No federal or state agency has passed upon the
      Securities or made any finding or determination as to the fairness of this
      transaction. The undersigned will not attempt to sell, transfer, assign, pledge
      or otherwise dispose of all or any portion of the Securities in the absence
      of
      either an effective registration statement or an opinion of securities counsel
      satisfactory in form and substance, and acceptable to EV and its counsel, that
      such proposed sale, transfer, assignment, pledge or other disposition would
      not
      be in violation of the Securities Act.

     

    8. The
      undersigned acknowledges and is aware that the undersigned’s investment in EV is
      speculative, and may be lost in its entirety; any forecasts, plans or budgets
      of
      EV provided to the undersigned are for illustration purposes only and no
      assurance is given that actual results will correspond with the results
      contemplated therein; such forecasts are based on the estimates and assumptions
      of EV that may prove to be wrong; and the actual results of operations and
      the
      financial consequences to the undersigned may vary materially and adversely
      from
      those projected.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    9. The
      undersigned is aware that:

     

    a. EV
      is not
      making or giving any representations, warranties or opinions with respect to
      the
      United States federal income tax consequences or other tax consequences in
      any
      jurisdiction associated with ownership of Securities. Accordingly, the
      undersigned should consult its own tax advisors about the federal, state, local
      and foreign tax consequences of purchasing, owning and disposing of
      Securities.

     

    c. Unless
      EV
      waives in writing the application of this clause with respect to such assignment
      or transfer (which EV may refuse to do in its absolute discretion), the
      undersigned may not assign or transfer (whether by operation of law or
      otherwise) the Securities to a person or entity which would be an ERISA Investor
      or a Government Pension Investor. “ERISA Investor” means a person or entity that
      is an “employee benefit plan” within the meaning of, and subject to, the
      provisions of the Employee Retirement Income Security Act of 1974 or which
      is a
      trust or other fund under such employee benefit plan. “Government Pension
      Investor” means an association or group of employees or former employees of any
      unit of U.S. federal, state or local government or which is a trust or other
      entity that represents the interests of such government employees in respect
      of
      any retirement, pension or similar fund for the benefit of such government
      employees and is subject to laws, regulations, orders or other provisions of
      law
      regulating investments by or activities of any such fund. Any transfer or
      purported transfer of the Securities in violation of this Subscription Agreement
      shall be voidable by EV. EV may instruct any transfer agent for EV to place
      such
      stop transfer orders as may be required on the transfer books of EV in order
      to
      ensure compliance with the provisions of this Subscription Agreement. EV may
      refuse to register any transfer of the Securities not made in accordance with
      the Securities Act and the rules and regulations promulgated
      thereunder.

     

    10. The
      undersigned acknowledges that EV is not currently a subsidiary of IMMS and
      that
      EV will only become a subsidiary of IMMS in connection with the closing of
      the
      Proposed Reorganization, if and when such closing should occur. The undersigned
      further acknowledges that IMMS is not a party to this Offering, that the
      existing directors and executive officers of IMMS are not involved in any manner
      whatsoever with this Offering, that IMMS is not making any representations
      or
      warranties concerning this Offering, that the Debentures, Warrants and all
      other
      IMMS instruments due the Purchaser will be duly authorized, issued and delivered
      by the new directors and executive officers of IMMS who are the current managing
      member and other principals of EV, that IMMS shall not be liable for any claim
      based on any of the information provided by EV as part of this Offering and
      that
      IMMS shall not otherwise be liable for any claim based on this Offering. The
      undersigned (i) has reviewed all documents, records and books the undersigned
      has requested pertaining to EV, and (ii) has had an opportunity to ask questions
      of, and receive answers from, EV or persons acting on EV’s behalf concerning the
      terms and conditions of this investment.

     

    11. If
      the
      undersigned purchases Notes in connection with the initial Closing of $500,000
      of Notes, the undersigned acknowledges that (i) the closing of the Proposed
      Reorganization is not a condition to the Closing of the initial $500,000 of
      subscriptions, (ii) the closing of the Proposed Reorganization may never occur,
      and (iii) the Notes may never convert into Units of IMMS. 

     

    BY
      SIGNING, I ACKNOWLEDGE THAT I HAVE RECEIVED THE TERM SHEET, I HAVE CAREFULLY
       REVIEWED
      THE TERM SHEET AND AM BOUND BY THE TERMS OF THIS SUBSCRIPTION
 AGREEMENT.

     

    B. Representations,
      Warranties, Covenants and Certifications of EV:
      EV
      represents, warrants, covenants and certifies to the undersigned
      that:

     

    1. EV
      is
      duly incorporated and in good standing under the laws of the State of
      California, with power and authority to conduct its business as it is currently
      being conducted and to own its assets; and has secured any other material
      authorizations, approvals, permits and orders required by law for the conduct
      by
      EV of its business as it is currently being conducted.

     

    2. EV
      has
      duly authorized or will prior to Closing duly authorize the issuance and sale
      of
      the Notes. 

     

    3. Simultaneously
      with the closing of the Proposed Reorganization, the new board of directors
      of
      IMMS will have duly authorized the issuance of the Units upon the terms of
      their
      offer by all requisite action.

     

    4. The
      Securities, when issued, will represent validly authorized, duly issued and
      fully paid and nonassessable Securities, and the issuance thereof will not
      conflict with EV’s Articles of Organization or IMMS’s Articles of
      Incorporation.

     

    5. No
      representation or warranty by EV in this Subscription Agreement, and no
      statement by a director, officer or agent of EV contained in any document,
      certificate or other writing furnished to the undersigned in connection with
      the
      transactions contemplated hereby, when taken as a whole, contains any untrue
      statement of a material fact or omits to state any material fact necessary
      to
      make statements herein or therein not misleading in light of the circumstances
      in which they are made.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                VIII. SIGNATURES

              


      

    

    


    The
      Subscription Agreement and the Subscription Supplement contain various
      agreements, certifications and representations by subscribers and should be
      carefully reviewed in its entirety before executing this signature
      page.

     

    I
      certify
      that I have reviewed and I am familiar with the terms of the Term Sheet. I
      agree
      to be bound by all of the terms and conditions of this Subscription Agreement
      and the Subscription Supplement, the terms and provisions of which are
      incorporated herein by this reference.

     

    Dated:
      _____________________, 2008

     

    
      	
              Print name of individual subscriber, custodian, corporation,

              trustee:

               

               

            	 	
              Signature of individual subscriber, authorized person, trustee:

            
	 	 	  
	
              Print name of co-subscriber, authorized person, co-trustee if

              required by trust instrument:

               

               

            	 	
              Signature of co-subscriber, authorized person, co-trustee if

              required by trust instrument:

               

            


    

     

    Investment
      Authorization. The
      undersigned corporation, partnership, benefit plan or IRA has all requisite
      authority to acquire the Securities hereby subscribed for and to enter into
      the
      Subscription Agreement and further, the undersigned officer, partner or
      fiduciary of the subscribing entity has been duly authorized by all requisite
      action on the part of such entity to execute these documents on its behalf.
      Such
      authorization has not been revoked and is still in force and
      effect.

    

      
        	
                Check
                  Box:

              	
                 ̈

              	
                Yes

              	
                 ̈

              	
                No

              	
                 ̈

              	
                Not
                  Applicable

              


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        	
                IX. VERIFICATION
                  OF ACCOUNT EXECUTIVE

              


      

    

     

    I
      state
      that I am familiar with the financial affairs and investment objectives of
      the
      investor named above and reasonably believe that a purchase of the Securities
      is
      a suitable investment for this investor and that the investor, either
      individually or together with his or her professional advisor, understands
      the
      terms of and is able to evaluate the merits of this Offering.

     

    I
      acknowledge:

     

    
      	 	
              A.

            	
              that
                I have reviewed the Term Sheet, the Subscription Agreement and the
                Subscription Supplement attached as Exhibit A
                to
                the Subscription Agreement and attachments (if any)
                thereto;

            


    

     

    
      	 	
              B.

            	
              that
                the Subscription Agreement and attachments thereto have been fully
                completed and executed by the appropriate party;
                and

            


    

     

    
      	 	
              C.

            	
              that
                I have reviewed the financial and personal circumstances of the
                above-named investor to ascertain that he/she/it is an “accredited
                investor” as that term is defined in Rule 501(a) of Regulation D
                promulgated under the Securities Act of 1933, as
                amended.

            


    

     

    
      	 	
              REGISTERED
                REPRESENTATIVE

               

               

            
	 	
              (Signature)

               

               

            
	 	
              (Print
                Name)

               

               

            
	 	
              (Registered
                Representative I.D. Number)

               

               

            
	 	
              (Registered
                Representative E-mail Address) 

               

               

            
	 	
              (Date)

               

            
	 	
              SUBSCRIPTION
                ACCEPTED:

               

              EV
                RENTAL CARS, LLC, a California limited liability

              company

               


            
	 	
              By:

            	
                

            	 
	 	
              Its:

            	
               

            	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A TO THE

    SUBSCRIPTION
      AGREEMENT AND 

    INVESTOR
      QUESTIONNAIRE

     

    SUBSCRIPTION
      SUPPLEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION
      SUPPLEMENT


     

    This
      Subscription Supplement (the “Subscription
      Supplement”),
      containing additional terms of the Subscription Agreement between EV
      Rental
      Cars, LLC, a California limited liability company (“EV”)
      and
      investors subscribing for the Notes that shall be automatically converted into
      Units of IMMS’s securities being offered pursuant to EV's Term Sheet, dated
      March 6, 2008, including any Supplement(s) and/or Exhibits attached thereto
      (collectively, the “Term
      Sheet”),
      has
      been incorporated by reference into the Subscription Agreement and Investor
      Questionnaire attached hereto (the “Subscription
      Agreement”).
      Each
      investor should therefore carefully review this Subscription Supplement before
      signing the Subscription Agreement.

     

    1. Subscription.
      I
      subscribe for the dollar principal amount of Notes that, if the minimum
      principal amount of Notes have been sold and the Proposed Reorganization has
      closed, shall automatically convert into the Units of IMMS’s securities,
      consisting of Convertible Debentures and the number of Common Stock Purchase
      Warrants at one Common Stock Purchase Warrant for each $2.00 principal amount
      of
      Convertible Debentures purchased hereunder (collectively,
      the “Securities”)
      of
      IMMS set forth in the Subscription Agreement.

     

    I
      have
      carefully reviewed the Term Sheet in connection with the offering of Securities
      by EV (the “Offering”).
      I
      understand that the investment, unless otherwise agreed by EV, is to be paid
      by
      check or wire transfer, or by cancellation of bona fide indebtedness, owing
      by
      the Company to me, in the manner permitted by the Subscription
      Agreement.

     

    2. Termination.
      I agree
      that this subscription is and shall be irrevocable, but my obligations hereunder
      will terminate if this subscription is not accepted by EV.

     

    3. Review
      of Information.
      I
      have
      been furnished with and have carefully read the Term Sheet and the documents
      referenced therein, and I am a suitable investor as described in the Term
      Sheet.

     

    4. Restricted
      Securities.
      I
      understand that the investment in the Securities is an illiquid investment.
      In
      particular, I recognize that:

     

    (a) I
      must
      bear the economic risk of investment in the Securities for an indefinite period
      of time, since the Securities have not been registered for sale under the
      Securities Act of 1933, as amended (the “Securities
      Act”)
      and,
      therefore, cannot be sold unless either they are subsequently registered under
      the Securities Act or an exemption from such registration is available and
      a
      favorable opinion of counsel for EV to that effect is obtained (if requested
      by
      EV).

     

    (b) No
      established market will exist and it is probable that no public market for
      the
      Securities will develop.

     

    (c) I
      consent
      to the affixing by EV of such legends on certificates representing the
      Securities as any applicable federal or state securities law may require from
      time to time.

     

    (d) I
      represent and warrant to EV that:

     

    
      	 	
              (i)

            	
              The
                financial information provided in the Subscription Agreement is complete,
                true and correct;

            


    

     

    
      	 	
              (ii)

            	
              I
                and my Purchaser Representative(s), if any, have carefully reviewed
                and
                understand the risks of, and other considerations relating to, a
                purchase
                of Securities, including, but not limited to, the risks set forth
                under
                “Risk Factors” in the Term Sheet.

            


    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    
      	 	
              (iii)

            	
              I
                and my Purchaser Representative(s), if any, have been afforded the
                opportunity to obtain any information necessary to verify the accuracy
                of
                any representations or information set forth in the Term Sheet and
                have
                had all inquiries to EV answered, and have been furnished all requested
                materials, relating to EV and the offering and sale of the Securities
                and
                anything set forth in the Term
                Sheet;

            


    

     

    
      	 	
              (iv)

            	
              Neither
                I nor my Purchaser Representative(s), if any, have been furnished
                any
                offering literature by EV or any of its affiliates, associates or
                agents
                other than the Term Sheet, and the documents referenced
                therein;

            


    

     

    
      	 	
              (v)

            	
              I
                am acquiring the Securities for which I am subscribing for my own
                account,
                as principal, for investment and not with a view to the resale or
                distribution of all or any part of the Securities or underlying
                securities;

            


    

     

    
      	 	
              (vi)

            	
              The
                undersigned, if a corporation, partnership, trust or other form of
                business entity, (i) is authorized and otherwise duly qualified to
                purchase and hold the Securities, (ii) has obtained such additional
                tax
                and other advice that it has deemed necessary in connection with
                this
                purchase, (iii) has its principal place of business at its residence
                address set forth in the Subscription Agreement, and (iv) has not
                been
                formed for the specific purpose of acquiring the Securities (although
                this
                may not necessarily disqualify the subscriber as a purchaser). The
                persons
                executing the Subscription Agreement, as well as all other documents
                related to the Offering, represent that they are duly authorized
                to
                execute all such documents on behalf of the entity. (If the undersigned
                is
                one of the aforementioned entities, it agrees to supply any additional
                written information that may be
                required.);

            


    

     

    
      	 	
              (vii)

            	
              All
                of the information which I have furnished to EV or which is set forth
                in
                the Subscription Agreement (including this Subscription Supplement)
                is
                correct and complete as of the date of the Subscription Agreement.
                If any
                material change in this information should occur prior to my subscription
                being accepted, I will immediately furnish the revised or corrected
                information;

            


    

     

    
      	 	
              (viii)

            	
              I
                further agree to be bound by all of the terms and conditions of the
                Offering described in the Term Sheet;
                and

            


    

     

    
      	 	
              (ix)

            	
              I
                am the only person with a direct or indirect interest in the Securities
                subscribed for by the Subscription
                Agreement.

            


    

     

    (e) I
      certify, to the best of my information and belief, that the above information
      that I have supplied is true and correct in all material respects.

     

    5. Miscellaneous.

     

    (a) I
      agree
      to indemnify and hold harmless EV, IMMS and their officers, directors,
      employees, agents and affiliates from and against all damages, losses, costs
      and
      expenses (including reasonable attorneys' fees) that they may incur by reason
      of
      the failure of the undersigned to fulfill any of the terms or conditions of
      this
      Subscription Supplement or the Subscription Agreement, or by reason of any
      breach of the representations and warranties made by the undersigned herein
      or
      in the undersigned's related Subscription Agreement, or in any document provided
      by the undersigned to EV.

     

    (b) This
      subscription is not transferable or assignable by me without the written consent
      of EV.

     

    (c) If
      more
      than one person is executing this document, the obligations of each shall be
      joint and several and the representations and warranties contained in the
      Subscription Agreement (including this Subscription Supplement) shall be deemed
      to be made by, and be binding upon, each of these persons and his or her heirs,
      executors, administrators, successors and assigns.


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    (d) This
      subscription, upon acceptance by EV, shall be binding upon my heirs, executors,
      administrators, successors and assigns.

     

    (e) The
      Subscription Agreement shall be construed in accordance with and governed in
      all
      respects by the internal laws of the State of Nevada, without giving effect
      to
      the principles of conflicts of laws that would defer to the substantive law
      of
      another jurisdiction.

     

    (f) Any
      notices to be given hereunder may be given and shall be effective as
      follows:

     

    
      	 	
              (i)

            	
              to
                EV at its principal place of business located at 5500 West Century
                Boulevard, Los Angeles, California
                90045;

            


    

     

    
      	 	
              (ii)

            	
              to
                a Holder, at its address appearing in EV's transfer
                records;

            


    

     

    
      	 	
              (iii)

            	
              notices
                by personal delivery shall be effective upon such
                delivery;

            


    

     

    
      	 	
              (iv)

            	
              notices
                may be sent by a nationally-recognized overnight courier, such notice
                to
                be effective at time of delivery or attempted delivery upon production
                of
                proof of same;

            


    

     

    
      	 	
              (v)

            	
              notices
                may also be sent by registered or certified mail, return receipt
                requested, and shall be effective three days after mailing, upon
                production of proof of receipt or of attempted delivery;
                and

            


    

     

    
      	 	
              (vi)

            	
              notices
                may also be sent by first-class mail, postage prepaid, and shall
                be
                effective five days after mailing, upon production of proof of receipt
                or
                of attempted delivery.

            


    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    THIS
      DEBENTURE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
      OR APPLICABLE STATE LAW. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
      SECURITIES UNDER THE ACT AND APPLICABLE STATE LAW OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    IMMS,
      INC.

     

    CONVERTIBLE
      DEBENTURE

     

    
      
        	
                Debenture
                  No. 2008A-1

              	
                _________,
                  2008

              
	
                U.S.
                  $__________.00

              	
                Los
                  Angeles, California

              


      

    

     

    FOR
      VALUE RECEIVED,
      IMMS,
      INC.,
      a
      Nevada corporation (“Company”),
      with
      its principal offices located at 5500 West Century Boulevard, Los Angeles,
      California 90045, promises to pay to __________________________ (“Holder”),
      or
      its registered assigns, the principal sum of ______________ Dollars (U.S.
      $___________.00), or such lesser amount as shall equal the outstanding principal
      amount hereof, together with interest from the date of this Debenture on the
      unpaid principal balance at a rate equal to ten percent (10.0%) per annum,
      computed on the basis of the actual number of days elapsed and a year of 365
      days. All unpaid principal, together with any then unpaid and accrued interest
      and other amounts payable hereunder, shall be due and payable (the “Maturity
      Date”)
      on
      earlier of (i) October 31, 2008, (ii) six (6) months following the date of
      the
      closing the Company’s reorganization with EV Rental Cars, LLC, a California
      limited liability company, or (iii) when, upon or after the occurrence of
      an Event of Default (as defined below), such amounts are declared due and
      payable by Holder or made automatically due and payable in accordance with
      the
      terms hereof. All amounts owing on this Debenture shall be payable in arrears,
      with payments first applied to accrued and unpaid interest on this Debenture,
      and thereafter on the unpaid principal amount hereof. All references to Dollars
      herein are to lawful currency of the United States of America.
      This
      Debenture is one of a series of Debentures issued in connection with a private
      placement (the “Private
      Placement”)
      of up
      to a minimum of $500,000 and a maximum of $2,000,000 principal amount of
      Debentures and up to a minimum of 250,000 and a maximum of 1,000,000 Common
      Stock Purchase Warrants pursuant to a certain Term Sheet dated March 6, 2008
      (as
      amended, modified or supplemented).

     

    The
      following is a statement of the rights of Holder and the conditions to which
      this Debenture is subject, and to which Holder, by the acceptance of this
      Debenture, agrees:

     

    1. Definitions.
      As used
      in this Debenture the following capitalized terms have the following
      meanings:

     

    (a) “Business
      Day”
      means
      any day other than a Saturday, Sunday or a day on which banking institutions
      in
      Los Angeles, California, are authorized or obligated by law or executive order
      to close.

     

    (b) “Common
      Stock”
      means
      the Company’s common stock, par value $0.001 per share.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c) “Company”
      includes
      the corporation initially executing this Debenture and any Person which shall
      succeed to or assume the Obligations of Company under this
      Debenture.

     

    (d) “Holder”
      shall
      mean the Person specified in the introductory paragraph of this Debenture or
      any
      Person who shall at the time be the registered holder of this
      Debenture.

     

    (e) “Majority
      in Interest”
      shall
      mean, more than 50% of the aggregate outstanding principal amount of the
      Debentures issued pursuant to the Private Placement.

     

    (f) “Obligations”
      shall
      mean and include all loans, advances, debts, liabilities and obligations
      existing or hereafter arising under or pursuant to the terms of this Debenture,
      including, all interest chargeable to and payable by Company hereunder and
      thereunder.

     

    (g) “Person”
      shall
      mean and include an individual, a partnership, a corporation (including a
      business trust), a joint stock company, a limited liability company, an
      unincorporated association, a joint venture or other entity or a governmental
      authority.

     

    (h) “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    2. Interest.
      Accrued
      interest on this Debenture shall be due and payable together with the unpaid
      principal on the Maturity Date; provided, however, at the option of the Company,
      the Company may pay interest in shares of Common Stock. The value of the Common
      Stock for purposes of determining the number of shares of Common Stock issuable
      as an interest payment shall be based on the then applicable Conversion Price
      for this Debenture on the Business Day immediately preceding the interest
      payment date.

     

    3. Prepayment
      and Penalty Payment.

     

    (a) This
      Debenture may be prepaid by Company, on fifteen days’ prior written notice, in
      whole or in part, and at any time and from time to time, prior to the Maturity
      Date; provided,
      however,
      that
      any prepayment prior to the Maturity Date on the outstanding principal amount
      of
      this Debenture shall be at a 20% premium to such outstanding principal amount
      to
      be prepaid (i.e., if the Company intends to prepay $1,000 of outstanding
      principal prior to the Maturity Date, the Company must pay $1,200 to prepay
      such
      $1,000 of outstanding principal).

     

    (b) In
      the
      event that the Company shall not pay the outstanding amount of this Debenture
      in
      full on or before fifteen (15) days following the Maturity Date, on a one time
      basis and as a penalty for non-payment, any then outstanding principal amount
      after such fifteen (15) day period shall increase by an additional fifty percent
      (50%) and the Maturity Date shall be extended to the date occurring six (6)
      months from the original Maturity Date (and if such extended date is not a
      Business Day, then to the next Business Day thereafter), provided
      that any
      attempted prepayment of this Debenture following such extension shall not be
      subject to a premium, as set forth in Section 3(a) above.

     

    4. Certain
      Covenants.
      Company
      shall furnish to Holder promptly upon the occurrence thereof, written notice
      of
      the occurrence of any Event of Default hereunder.

     

    5. Events
      of Default.
      The
      occurrence of any of the following shall constitute an “Event
      of Default”
under
      this Debenture:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (a) Failure
      to Pay.
      Company
      shall fail to pay when due the principal or interest payment on the due date
      hereunder and such payment shall not have been made within five (5)
      Business Days of Company’s receipt of Holder’s written notice to Company of such
      failure to pay or (ii) any other payment required under the terms of this
      Debenture on the date due and such payment shall not have been made within
      five (5) Business Days of Company’s receipt of Holder’s written notice to
      Company of such failure to pay; or

     

    (b) Breaches
      of Covenants.
      Company
      shall fail to observe or perform any other material covenant, representation,
      or
      warranty, obligation, condition or agreement contained in this Debenture (other
      than those specified in Section 5(a)) and such failure shall continue for
      thirty (30) days after written notice to Company of such
      failure.

     

    (c) Voluntary
      Bankruptcy or Insolvency Proceedings.
      Company
      shall (i) apply for or consent to the appointment of a receiver, trustee,
      liquidator or custodian of itself or of all or a substantial part of its
      property, (ii) be unable, or admit in writing its inability, to pay its
      debts generally as they mature, (iii) make a general assignment for the
      benefit of its or any of its creditors, (iv) be dissolved or liquidated,
      (v) become insolvent (as such term may be defined or interpreted under any
      applicable statute), (vi) commence a voluntary case or other proceeding
      seeking liquidation, reorganization or other relief with respect to itself
      or
      its debts under any bankruptcy, insolvency or other similar law now or hereafter
      in effect or consent to any such relief or to the appointment of or taking
      possession of its property by any official in an involuntary case or other
      proceeding commenced against it, or (vii) take any action for the purpose
      of effecting any of the foregoing; or

     

    (d) Involuntary
      Bankruptcy or Insolvency Proceedings.
      Proceedings for the appointment of a receiver, trustee, liquidator or custodian
      of Company of all or a substantial part of the property thereof, or an
      involuntary case or other proceedings seeking liquidation, reorganization or
      other relief with respect to Company or the debts thereof under any bankruptcy,
      insolvency or other similar law now or hereafter in effect shall be commenced
      and an order for relief entered or such proceeding shall not be dismissed or
      discharged within thirty (30) days of commencement.

     

    6. Rights
      of Holder upon Default.
      Upon
      the occurrence or existence of any Event of Default and at any time thereafter
      during the continuance of such Event of Default, Holder may, with the consent
      of
      a Majority in Interest of the holders of the Debentures issued in connection
      with the Private Placement, by written notice to Company, declare all
      outstanding Obligations payable by Company hereunder to be immediately due
      and
      payable without presentment, demand, protest or any other notice of any kind,
      all of which are hereby expressly waived, anything contained herein to the
      contrary notwithstanding. In addition to the foregoing remedies, upon the
      occurrence or existence of any Event of Default, Holder may exercise any other
      right power or remedy granted to it by this Debenture or otherwise permitted
      to
      it by law, either by suit in equity or by action at law, or both, with the
      consent of a Majority in Interest.

     

    7. Conversion.

     

    (a) Voluntary
      Conversion.
      Holder
      has the right, at Holder’s option, to convert the unpaid principal amount of
      this Debenture, together with any accrued and unpaid interest thereon, at any
      time prior to or after the Maturity Date, in whole or in part, into fully paid
      and nonassessable shares of Common Stock, provided
      that
      Holder shall have given the Company at least three (3) Business Days written
      notice of Holder’s intent to convert this Debenture in accordance with the
      provisions of Section 7(c) hereof. The number of shares of Company stock into
      which this Debenture may be converted (“Conversion
      Shares”)
      shall
      be determined by dividing the aggregate principal amount plus all accrued
      interest thereon by the Conversion Price (as defined below) in effect at the
      time of such conversion. The “Conversion
      Price”
shall
      be equal to the lower of: (i) $1.50 per share, and (ii) the fair market value
      of
      the Common Stock on the date immediately preceding the date of receipt by the
      Company of the Conversion Notice. Notwithstanding anything to the contrary
      herein, the Company shall have the right to prepay this Debenture in accordance
      with Section 3(a) hereof, with respect to any amount which shall be the subject
      of an attempted conversion of all or any part of this Debenture prior to the
      expiration of any prior written notice period set forth in this Section 7(a)
      above.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Automatic
      Conversion.
      If
      Company closes an equity financing, including debt convertible into equity
      (the
“Next
      Equity Financing”),
      on or
      before the Maturity Date (including as such Maturity Date shall be extended
      hereunder), the principal balance of this Debenture, plus all accrued but unpaid
      interest, shall automatically be converted into the securities sold in such
      Next
      Equity Financing. The “Conversion
      Price”
shall
      be equal to 50% of the price per equity security at which the Company equity
      securities are sold in such Next Equity Financing.

     

    (c) Conversion
      Procedure

     

    (i) Conversion
      Pursuant to Section 7(a) or (b).
      Before
      Holder shall be entitled to convert this Debenture into Subsequent Placement
      Debentures or shares of Common Stock, Holder shall surrender this Debenture
      (with the notice of conversion substantially in the form attached hereto as
      Exhibit A
      duly
      completed and executed, or the “Conversion
      Notice”),
      duly
      endorsed, at the office of Company. If such conversion is pursuant to Section
      7(a), Holder shall give written notice by recognized overnight courier or
      registered or certified mail, postage prepaid, to Company at its principal
      corporate office, of the election to convert the same pursuant to Section 7(a),
      and shall state therein the unpaid amount of this Debenture to be converted
      and
      the name or names in which the certificate or certificates for Subsequent
      Placement Debentures or shares are to be issued. Upon conversion pursuant to
      Section 7(a) or (b), Company shall, as soon as practicable thereafter, issue
      and
      deliver at such office to Holder of this Debenture a certificate or certificates
      for the principal amount of Subsequent Placement Debentures or the number of
      shares to which Holder shall be entitled upon conversion (bearing such legends
      as are required by applicable state and federal securities laws in the opinion
      of counsel to Company), together with a replacement Debenture (if any amount
      is
      not converted) and any other securities and property to which Holder is entitled
      upon such conversion under the terms of this Debenture, including a check
      payable to Holder for any cash amounts payable to the Holder. The conversion
      shall be deemed to have been made immediately prior to the close of business
      on
      the date of the surrender of this Debenture, subject to the effect of any prior
      written notice period set forth in Section 7(a) hereof and the right of the
      Company to prepay the outstanding amounts due on this Debenture prior to the
      expiration of such prior notice period, and the Person or Persons entitled
      to
      receive the Subsequent Placement Debentures or shares on such conversion shall
      be treated for all purposes as the record holder or holders of such Subsequent
      Placement Debentures or shares as of such date. Notwithstanding anything to
      the
      contrary herein, in the event that Holder shall not deliver both the Conversion
      Notice and the original of this Debenture to the Company in the manner set
      forth
      in this Section 7(c), within the applicable periods in which the Debenture
      may
      be converted hereunder, the Company may, at its sole discretion, void the
      attempted or purported conversion of this Debenture by the Holder.

     

    (ii) Fractional
      Shares; Effect of Conversion.
      No
      fractional shares shall be issued upon conversion of or as an interest payment
      on this Debenture. In lieu of Company issuing any fractional shares to Holder
      upon the conversion of or as an interest payment on this Debenture, Company
      shall pay to Holder an amount equal to the product obtained by multiplying
      the
      Conversion Price by the fraction of a share not issued pursuant to the previous
      sentence. Upon conversion of this Debenture in full and the payment of the
      amounts specified in this Section 7(c)(ii), Company shall be forever released
      from all its Obligations under this Debenture.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Determination
      of Fair Market Value.
      For
      purposes of this Section 7, “fair market value” of one share of Common Stock as
      of a particular date (the “Determination
      Date”)
      shall
      be determined as follows:

     

    (i) If
      the
      Common Stock is listed for trading on a national securities exchange, then
      the
      fair market value of one share of Common Stock shall be deemed to be the average
      of the closing sales prices as quoted on the national securities exchange on
      which the Common Stock is listed for trading for the five (5) trading days
      (or
      all such trading days if the Common Stock has been traded fewer than five (5)
      trading days) prior to the Determination Date, or if not so listed, the average
      of the closing bid and asked prices as furnished by the National Quotation
      Bureau, Inc., or, if such firm is not then engaged in the business of reporting
      such prices, as furnished by any member of the National Association of
      Securities Dealers, Inc. selected by the Company, for the five (5) trading
      days
      (or all such trading days if the Common Stock has been traded fewer than five
      (5) trading days) prior to the Determination Date;

     

    (ii) If
      this
      Debenture is converted or an interest payment is made in connection with an
      initial public offering for the Company’s Common Stock then the fair market
      value of one share of Common Stock shall be deemed to be the initial “Price to
      the Public” as specified in the final prospectus with respect to such initial
      public offering; or

     

    (iii) If
      the
      Company’s Common Stock is not listed for trading on a national securities
      exchange nor admitted for trading on a national market system or the fair market
      value of the Common Stock is not otherwise determinable in accordance with
      Sections 7(d)(i) or (ii) hereof, then the fair market value of one share of
      Common Stock shall be determined in good faith by the Company’s Board of
      Directors.

     

    (iv) The
      shares of Common Stock issuable upon conversion of or as an interest payment
      on
      this Debenture may not be sold or transferred unless (i) such shares are
      sold pursuant to an effective registration statement under the Securities Act
      or
      (ii) the Company or its transfer agent shall have been furnished with an
      opinion of counsel (which opinion shall be in form, substance and scope
      customary for opinions of counsel in comparable transactions) to the effect
      that
      the shares to be sold or transferred may be sold or transferred pursuant to
      an
      exemption from such registration or (iii) such shares are sold or
      transferred pursuant to Rule 144 under the Securities Act (or a successor
      rule) (“Rule
      144”)
      or
      (iv) such shares are transferred to an “affiliate” (as defined in Rule 144)
      of the Company who agrees to sell or otherwise transfer the shares only in
      accordance with this Debenture and who is an “accredited investor” (as defined
      in the Subscription Agreement relating to the initial issuance of this
      Debenture). Except as otherwise provided in the Subscription Agreement (and
      subject to the removal provisions set forth below), until such time as the
      shares of Common Stock issuable upon conversion of this Debenture have been
      registered under the Securities Act or otherwise may be sold pursuant to Rule
      144 without any restriction as to the number of securities as of a particular
      date that can then be immediately sold, each certificate for shares of Common
      Stock issuable upon conversion of or as an interest payment on this Debenture
      that has not been so included in an effective registration statement or that
      has
      not been sold pursuant to an effective registration statement or an exemption
      that permits removal of the legend, shall bear a legend substantially in the
      following form, as appropriate:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
      OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
      SCOPE
      CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION
      IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
      ACT.”

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8. Conversion
      Price Adjustments; Notice of Events.

     

    (a) Adjustments
      for Stock Splits and Subdivisions.
      In the
      event Company should at any time or from time to time after the date of issuance
      hereof fix a record date for the effectuation of a split or subdivision of
      the
      outstanding shares of Common Stock or the Company shall pay a dividend or other
      distribution payable in additional shares of Common Stock without payment of
      any
      consideration by such holder for the additional shares of Common Stock, then,
      as
      of such record date or the date of determination (i.e. record date) of
      stockholders entitled to receive such dividend or distribution (or the date
      of
      such dividend distribution, split or subdivision if no record date is fixed),
      the Conversion Price of this Debenture shall be appropriately decreased so
      that
      the number of shares of Common Stock issuable upon conversion of or as an
      interest payment on this Debenture shall be increased in proportion to such
      increase of outstanding shares.

     

    (b) Adjustments
      for Reverse Stock Splits.
      If the
      number of shares of Common Stock outstanding at any time after the date hereof
      is decreased by a combination of the outstanding shares of Common Stock, then,
      following the record date of such combination, the Conversion Price for this
      Debenture shall be appropriately increased so that the number of shares of
      Common Stock issuable on conversion or as an interest payment on this Debenture
      shall be decreased in proportion to such decrease in outstanding
      shares.

     

    (c) Notices
      of Record Date, etc.
      In the
      event of:

     

    (i) Any
      taking by Company of a record of the holders of any class of securities of
      Company for the purpose of determining the holders thereof who are entitled
      to
      receive any dividend (other than a cash dividend payable out of earned surplus
      at the same rate as that of the last such cash dividend theretofore paid) or
      other distribution or any right to subscribe for, purchase or otherwise acquire
      any shares of stock of any class or any other securities or property, or to
      receive any other right; or

     

    (ii) Any
      capital reorganization of Company, any reclassification or recapitalization
      of
      the capital stock of Company or any transfer of all or substantially all of
      the
      assets of Company to any other Person or any consolidation or merger involving
      Company; or

     

    (iii) Any
      voluntary or involuntary dissolution, liquidation or winding-up of
      Company,

     

    Company
      will mail to Holder of this Debenture at least 10 days prior to the earliest
      date specified therein, a notice specifying (A) the date on which any such
      record is to be taken for the purpose of such dividend, distribution or right
      and the amount and character of such dividend, distribution or right; and
      (B) the date on which any such reorganization, reclassification, transfer,
      consolidation, merger, dissolution, liquidation or winding-up is expected to
      become effective and the record date for determining stockholders entitled
      to
      vote thereon.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (d) Reservation
      of Stock Issuable Upon Conversion.
      Company
      shall at all times reserve and keep available out of its authorized but unissued
      shares of Common Stock solely for the purpose of effecting the conversion of
      this Debenture such number of its shares of Common Stock as shall from time
      to
      time be sufficient to effect the conversion of the Debenture; and if at any
      time
      the number of authorized but unissued shares of Common Stock shall not be
      sufficient to effect the conversion of the entire outstanding principal amount
      of this Debenture, without limitation of such other remedies as shall be
      available to the holder of this Debenture, Company will use commercially
      reasonable efforts to take such corporate action as may, in the opinion of
      counsel, be necessary to increase its authorized but unissued shares of Common
      Stock to such number of shares as shall be sufficient for such
      purposes.

     

    9. No
      Short Transactions.
      At any
      time that any amount owing to Holder under this Debenture shall remain
      outstanding, the Holder, and any Person who shall have a beneficial ownership
      interest (within the meaning of Rule 13d-3 under the Securities Exchange Act
      of
      1934, as amended), or a direct or indirect pecuniary interest (within the
      meaning of Rule 16-a-1(a)(2) under the Securities Exchange Act of 1934, as
      amended) in the Conversion Shares, shall not, directly or indirectly, make
      any
      short sale or maintain any short position, establish or maintain a “put
      equivalent position” (within the meaning of Rule 16-a-1(h) under the Securities
      Exchange Act of 1934, as amended), enter into any swap, derivative transaction
      or other arrangement that transfers to another, in whole or in part, any of
      the
      economic consequences of ownership of the Common Stock (whether any such
      transaction is to be settled by delivery of Common Stock, other securities,
      cash
      or other consideration) or any securities convertible into, exercisable for
      or
      exchangeable for Common Stock of the Company.

     

    10. Successors
      and Assigns.
      Subject
      to the restrictions on transfer described in Sections 12 and 13 below, the
      rights and obligations of Company and Holder of this Debenture shall be binding
      upon and benefit the successors, assigns, heirs, administrators and transferees
      of the parties.

     

    11. Waiver
      and Amendment.
      Any
      provision of this Debenture may be amended, waived or modified upon the written
      consent of Company and holders of a Majority in Interest of all then outstanding
      Debentures issued in connection with the Private Placement.

     

    12. Transfer
      of this Debenture or Securities Issuable on Conversion Hereof or Otherwise
      Hereunder.
      With
      respect to any offer, sale or other disposition of this Debenture or securities
      into which such Debenture may be converted or are otherwise issuable hereunder,
      Holder will give written notice to Company prior thereto, describing briefly
      the
      manner thereof, together with a written opinion of Holder’s counsel, or other
      evidence reasonably satisfactory to Company, and a written assignment to the
      Company in substantially the form attached hereto as Exhibit
      B,
      to the
      effect that such offer, sale or other distribution may be effected without
      registration or qualification (under any federal or state law then in effect).
      Upon receiving such written notice, written assignment and reasonably
      satisfactory opinion, if so requested, or other evidence, Company, as promptly
      as practicable, shall notify Holder that Holder may sell or otherwise dispose
      of
      this Debenture or such securities, all in accordance with the terms of the
      notice delivered to Company. If a determination has been made pursuant to this
      Section 12 that the opinion of counsel for Holder, or other evidence, is
      not reasonably satisfactory to Company, Company shall so notify Holder promptly
      after such determination has been made. Each Debenture thus transferred and
      each
      certificate representing the securities thus transferred shall bear a legend
      as
      to the applicable restrictions on transferability in order to ensure compliance
      with the Securities Act, unless in the opinion of counsel for Company such
      legend is not required in order to ensure compliance with the Securities Act.
      Company may issue stop transfer instructions to its transfer agent in connection
      with such restrictions. Subject to the foregoing transfers of this Debenture
      shall be registered upon registration books maintained for such purpose by
      or on
      behalf of Company. Prior to presentation of this Debenture for registration
      of
      transfer, Company shall treat the registered holder hereof as the owner and
      holder of this Debenture for the purpose of receiving all payments of principal
      and interest hereon and for all other purposes whatsoever, whether or not this
      Debenture shall be overdue and Company shall not be affected by notice to the
      contrary.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    13. Status
      as Debenture Holder.
      Upon
      submission of a Notice of Conversion by a Holder or upon an automatic conversion
      of the Debentures, (i) the Debentures covered thereby shall be deemed
      converted into shares of Common Stock or Replacement Debentures and
      (ii) the Holder’s rights as a Holder of such converted portion of this
      Debenture shall cease and terminate, excepting only the right to receive
      certificates for such shares of Common Stock or Replacement Debentures and
      to
      any remedies provided herein or otherwise available at law or in equity to
      such
      Holder because of a failure by the Company to comply with the terms of this
      Debenture.

     

    14. Pari
      Passu Debentures.
      Holder
      acknowledges and agrees that the payment of all or any portion of the
      outstanding principal amount of this Debenture and all interest hereon shall
      be
pari
      passu in
      right
      of payment and in all other respects to the other Debentures issued pursuant
      to
      the Private Placement or pursuant to the terms of such Debentures. In the event
      Holder receives payments in excess of its pro rata share of Company’s payments
      to the holders of all of the Debentures, then Holder shall hold in trust all
      such excess payments for the benefit of the holders of the other Debentures
      and
      shall pay such amounts held in trust to such other holders upon demand by such
      holders.

     

    15. Assignment
      by Company.
      Neither
      this Debenture nor any of the rights, interests or obligations hereunder may
      be
      assigned, by operation of law or otherwise, in whole or in part, by Company
      without the prior written consent of Holder.

     

    16. Notices.
      Any
      notice, request or other communication required or permitted hereunder shall
      be
      in writing and shall be deemed to have been duly given if personally delivered
      or mailed by registered or certified mail, postage prepaid, or by recognized
      overnight courier or personal delivery at the respective addresses of the
      parties as set forth in the Subscription Agreement or on the register maintained
      by Company. Any party hereto may by notice so given change its address for
      future notice hereunder. Notice shall conclusively be deemed to have been given
      when received.

     

    17. Governing
      Law.
      This
      Debenture and all actions arising out of or in connection with this Debenture
      shall be governed by and construed in accordance with the laws of the State
      of
      Nevada, without regard to the conflicts of law provisions of the State of
      Nevada, or of any other state.

     

    [REMAINDER
      OF PAGE INTENTIONAL LEFT BLANK]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      Company
      has caused this Debenture to be issued as of the date first written
      above.

    

      
        	 	
                IMMS,
                  INC.

              
	 	
                a
                  Nevada corporation

              
	 	 
	 	
                By:
                  ________________________________

              
	 	 
	 	
                Name:
                  ________________________________

              
	 	 
	 	
                Title:
                  ________________________________

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    NOTICE
      OF TENDER FOR CONVERSION

     

    To:
      IMMS, INC. (the “Company”)

     

    1. The
      undersigned hereby:

     

    
      	 	o	
              elects
                to convert $______________ of the principal amount of this Debenture,
                plus
                all accrued and unpaid interest hereon, into shares of Common Stock
                of the
                Company pursuant to the terms of the attached Debenture, and tenders
                herewith the original Debenture for cancellation as payment of the
                purchase price of such shares in
                full.

            


    

     

    OR

     

    
      	 	o 	
              tenders
                the outstanding principal amount of this Debenture, plus all accrued
                and
                unpaid interest hereon, for conversion into Replacement Debentures
                of the
                Company pursuant to the terms of the attached Debenture, and tenders
                herewith the original Debenture for cancellation as payment of the
                purchase price of such Replacement Debentures in
                full.

            


    

     

    2. Please
      issue a certificate or certificates representing said shares or a Replacement
      Debenture in the name of the undersigned or in such other name or names as
      are
      specified below:

     

    _________________________________________

    (Name)

     

    _________________________________________

    (Address)

     

    _________________________________________

    (City,
      State)

     

    3. The
      undersigned represents that the aforesaid shares or Replacement Debentures
      being
      acquired for the account of the undersigned for investment and not with a view
      to, or for resale in connection with, the distribution thereof and that the
      undersigned has no present intention of distributing or reselling such shares
      or
      Replacement Debentures, all except as in compliance with applicable securities
      laws, and that the undersigned is an “accredited investor” within the meaning of
      Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
      amended.

     

    _______________

             
      (Date)

    

      
        	
              
	
                (Signature)

              
	
                NOTICE:
                  Signature
                  must be guaranteed by a commercial bank or trust company or a member
                  firm
                  of a major stock exchange if shares of capital stock are to be
                  issued, or
                  securities are to be delivered, other than to or in the name of
                  the
                  registered holder of this Debenture. In addition, signature must
                  correspond in all respects with the name as written upon the face
                  of the
                  Debenture in every particular without alteration or any change
                  whatever.

              


      

    

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF ASSIGNMENT

     

    FOR
      VALUE RECEIVED,
      the
      undersigned holder of the attached Debenture hereby sells, assigns and transfers
      unto _______________________ whose address is
      _______________________________________ and whose taxpayer identification number
      is _________________the undersigned’s right, title and interest in and to the
      Debenture issued by IMMS, Inc., a Nevada corporation (the “Company”)
      to
      purchase _______ shares of the Company’s Common Stock, and does hereby
      irrevocably constitute and appoint __________________________ attorney to
      transfer said Debenture on the books of the Company with full power of
      substitution in the premises.

     

    In
      connection with such sale, assignment, transfer or other disposition of this
      Debenture, the undersigned hereby confirms that:

     

    
      	 	o	
              such
                sale, transfer or other disposition may be effected without registration
                or qualification (under the Securities Act as then in effect and
                any
                applicable state securities law then in effect) of this Debenture
                or the
                shares of capital stock of the Company issuable thereunder and has
                attached hereto a written opinion of the undersigned’s counsel to that
                effect; or

            


    

     

    
      	 	o 	
              such
                sale, transfer or other disposition has been registered under the
                Securities Act of 1933, as amended, and registered and/or qualified
                under
                all applicable state securities
                laws.

            


    

     

    _______________

             
      (Date)

    

      
        	 
	
                (Signature)

              
	 
	
                NOTICE:
                  Signature
                  must correspond in all respects with the name as written upon the
                  face of
                  the Debenture in every particular without alteration or any change
                  whatever.

              


      

    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    THIS
      WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
      THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS
      NOT
      REQUIRED.

     

    Warrant
      No. A - __

     

    ____________,
      2008

     

    IMMS,
      INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    ****
      __________ Shares of Common Stock****

     

    THIS
      WARRANT CERTIFIES THAT, for value received, _____________, or registered assigns
      (the “Holder”),
      is
      entitled to subscribe for and purchase from IMMS, Inc., a Nevada corporation
      (the “Company”),
      with
      its principal offices located at 5500 West Century Boulevard, Los Angeles,
      California 90045, up to and including the number of fully paid and nonassessable
      shares of common stock, par value $0.001 per share (the “Common
      Stock”)
      of the
      Company set forth above, at the exercise price of $0.75 per share ( the
“Warrant
      Exercise Price”)
      (and
      as adjusted from time to time pursuant to Section 3 hereof), at any time or
      from
      time to time from the date first set forth above (the “Issue
      Date”)
      and
      prior to or upon ____________, 2013 (the “Expiration
      Date”),
      subject to the provisions and upon the terms and conditions hereinafter set
      forth:

     

    This
      Warrant is one of a series (the “Series”)
      of
      Warrants issued in connection with a private placement (the “Private
      Placement”)
      of up
      to a minimum of $500,000 and a maximum of $2,000,000 principal amount of
      Convertible Debentures and up to a minimum of 250,000 and a maximum of 1,000,000
      Warrants pursuant to a certain Term Sheet dated March 6, 2008 (as amended,
      modified or supplemented). Notwithstanding anything to the contrary, this
      Warrant shall not be exercisable at any time prior to _______________, 2008,
      or
      six (6) months from the original date of issuance of these Warrants (the
“Original
      Issue Date”)
      in
      connection with the Private Placement, unless the Warrant Shares shall have
      been
      registered pursuant a then effective registration statement (a “Registration
      Statement”)
      filed
      by the Company under the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    1. Method
      of Exercise; Cash Payment; Issuance of New Warrant.
      Subject
      to the provisions of this Warrant, the purchase right represented by this
      Warrant may be exercised by the Holder hereof, in whole or in part and from
      time
      to time, at the election of the Holder hereof, by the surrender of this Warrant
      (with the notice of exercise substantially in the form attached hereto as
Exhibit A
      duly
      completed and executed) at the principal executive offices of the Company and
      accompanied by payment to the Company, by (a) certified or bank check acceptable
      to the Company, (b) cancellation by the Holder of indebtedness of the Company
      to
      the Holder, if agreed to in advance in writing by the Company in the Company’s
      sole and absolute discretion, or (c) by wire transfer to an account designated
      by the Company, or any combination of (a), (b) and (c), of an amount equal
      to
      the then applicable Warrant Exercise Price multiplied by the number of Warrant
      Shares then being purchased; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      person or persons in whose name(s) any certificate(s) representing the shares
      of
      the Company’s capital stock to be issued upon exercise of this Warrant (the
“Warrant
      Shares”)
      shall
      be deemed to have become the holder(s) of record of, and shall be treated for
      all purposes as the record holder(s) of, the shares represented thereby (and
      such shares shall be deemed to have been issued) immediately prior to the close
      of business on the date or dates upon which this Warrant is exercised. In the
      event of any exercise of the rights represented by this Warrant, certificates
      for the Warrant Shares so purchased shall be delivered to the Holder hereof
      as
      soon as possible and in any event within twenty (20) Business Days after such
      exercise and, unless this Warrant has been fully exercised or expired, a new
      warrant having the same terms as this Warrant and representing the remaining
      portion of such shares, if any, with respect to which this Warrant shall not
      then have been exercised shall also be issued to the Holder hereof as soon
      as
      possible and in any event within such 20-Business Day period.

     

    For
      purposes of this Warrant, the term “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      Los Angeles California are authorized or required by law to remain
      closed.

     

    2. Reservation
      of Shares.
      During
      the period within which the rights represented by this Warrant may be exercised,
      the Company will at all times have authorized, and reserved for the purpose
      of
      the issuance upon exercise of the purchase rights evidenced by this Warrant
      a
      sufficient number of shares of its capital stock to provide for the exercise
      of
      the rights represented by this Warrant.

     

    3. Adjustment
      of Warrant Exercise Price and Number of Shares.
      The
      number and kind of securities purchasable upon the exercise of this Warrant
      and
      the Warrant Exercise Price shall be subject to adjustment to the nearest whole
      share (one-half and greater being rounded upward) and nearest cent (one-half
      cent and greater being rounded upward) from time to time upon the occurrence
      of
      certain events, as follows. Each of the adjustments provided by the
      subsections below shall be deemed separate adjustments and any adjustment
      of this Warrant pursuant to one subsection of this Section 3 shall preclude
      additional adjustments for the same event or transaction by the remaining
      subsections.

     

    (a) Reclassification.
      In case
      of any reclassification or change of securities of the class issuable upon
      exercise of this Warrant (other than a change in par value, or from par value
      to
      no par value, or from no par value to par value, or as a result of a subdivision
      or combination) into the same or a different number or class of securities,
      the
      Company shall duly execute and deliver to the Holder of this Warrant a new
      warrant (in form and substance reasonably satisfactory to the Holder of this
      Warrant), so that the Holder of this Warrant shall thereafter be entitled to
      receive upon exercise of this Warrant, at a total purchase price not to exceed
      that payable upon the exercise of the unexercised portion of this Warrant,
      and
      in lieu of the shares of Common Stock theretofore issuable upon exercise of
      this
      Warrant, the kind and amount of shares of stock, other securities, money and
      property receivable upon such reclassification or change by a holder of the
      number of shares then purchasable under this Warrant. The Company shall deliver
      such new warrant as soon as possible and in any event within 20 Business Days
      after such reclassification or change. Such new warrant shall provide for
      adjustments that shall be as nearly equivalent as may be practicable to the
      adjustments provided for in this Section 3. The provisions of this subparagraph
      (a) shall similarly apply to successive reclassifications or
      changes.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (b) Stock
      Splits or Combination of Shares.
      If the
      Company at any time while this Warrant remains outstanding and unexpired shall
      subdivide (by stock split) or combine (by reverse stock split) its outstanding
      shares of capital stock of the class into which this Warrant is exercisable,
      the
      Warrant Exercise Price shall be proportionately decreased in the case of a
      subdivision or increased in the case of a combination, effective at the close
      of
      business on the date the subdivision or combination becomes effective and the
      number of shares of Common Stock issuable upon exercise of this Warrant shall
      be
      proportionately increased in the case of a subdivision or decreased in the
      case
      of a combination, and in each case to the nearest whole share, effective at
      the
      close of business on the date the subdivision or combination becomes effective.
      The provisions of this subparagraph (b) shall similarly apply to successive
      subdivisions or combinations of outstanding shares of capital stock into which
      this Warrant is exercisable.

     

    (c) Common
      Stock Dividends.
      If the
      Company at any time while this Warrant is outstanding and unexpired shall pay
      a
      dividend with respect to Common Stock payable in Common Stock, then (i) the
      Warrant Exercise Price shall be adjusted, from and after the date of
      determination of stockholders entitled to receive such dividend or distribution
      (the “Record
      Date”),
      to
      that price determined by multiplying the Warrant Exercise Price in effect
      immediately prior to such date of determination by a fraction (A) the numerator
      of which shall be the total number of shares of Common Stock outstanding
      immediately prior to such dividend or distribution, and (B) the denominator
      of
      which shall be the total number of shares of Common Stock outstanding
      immediately after such dividend or distribution and (ii) the number of shares
      of
      Common Stock issuable upon exercise of this Warrant shall be proportionately
      adjusted, to the nearest whole share, from and after the Record Date by
      multiplying the number of shares of Common Stock purchasable hereunder
      immediately prior to such Record Date by a fraction (A) the numerator of which
      shall be the total number of shares of Common Stock outstanding immediately
      after such dividend or distribution, and (B) the denominator of which shall
      be
      the total number of shares of Common Stock outstanding immediately prior to
      such
      dividend or distribution. The provisions of this subparagraph (c) shall
      similarly apply to successive Common Stock dividends by the
      Company.

     

    4. Notice
      of Adjustments.
      Whenever the Warrant Exercise Price or the number of shares of Common Stock
      purchasable hereunder shall be adjusted pursuant to Section 3 above, the Company
      shall deliver a written notice, setting forth, in reasonable detail, the event
      requiring the adjustment, the amount of the adjustment, the method by which
      such
      adjustment was calculated, and the Warrant Exercise Price and the number of
      shares of Common Stock purchasable hereunder after giving effect to such
      adjustment, and shall use commercially reasonable efforts to cause copies of
      such notice to be delivered to the Holder of this Warrant within twenty (20)
      Business Days after the occurrence of the event resulting in such adjustment
      at
      such Holder’s last known address in accordance with Section 11
      hereof.

     

    5. Cashless
      Exercise.

     

    (a) If
      the
      Market Price (as defined below) of one share of Common Stock is greater than
      the
      Warrant Exercise Price, in lieu of exercising this Warrant for cash, the Holder
      may elect to receive shares of Common Stock equal to the value (as determined
      below) of this Warrant (or the portion thereof being canceled) by surrender
      of
      this Warrant at the principal office of the Company together with a duly
      completed and endorsed Election to Purchase attached to this Warrant and a
      written notice of the Warrantholder’s intention to effect a cashless exercise
      pursuant to this Section 5, in which event the Company shall issue to the Holder
      a number of shares of Common Stock computed using the following
      formula:

     

    X
      =
Y
      (A-B)

    A

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	Where	X
              =	
              the
                number of shares of Common Stock to be issued to the
                Warrantholder

            


    

     

    
      	 	
              Y
                =
                

            	
              the
                number of shares of Common Stock exercisable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being canceled.

            


    

     

    
      	 	
              A
                =
                

            	
              the
                Market Price of one share of Common Stock on
                the date immediately preceding the date of the Exercise
                Notice.

            


    

     

    
      	 	
              B
                =
                

            	
              the
                Warrant Exercise Price then in effect for the applicable Warrant
                Shares at
                the time of such exercise.

            


    

     

    For
      example, if the Warrantholder is exercising 10,000 Warrants with a per Warrant
      Exercise Price of $1.50 per share through a cashless exercise when the current
      Market Price per share of the Common Stock is $3.00 per share, then upon such
      cashless exercise, the Warrantholder will receive 5,000 Warrant
      Shares.

     

    (b) Notwithstanding
      any provisions herein to the contrary, Warrantholder shall not be entitled
      to
      effect a cashless exercise of this Warrant: (i) for a period of nine (9) months
      from the Original Issue Date, and (ii) in any event, unless the Warrant Shares
      shall have been registered pursuant to a then effective Registration Statement
      filed by the Company under the Securities Act.

     

    (c) For
      purposes of this Warrant, the term “Market
      Price”
as
      of
      any date, means:

     

    (i) if
      at the
      time of exercise the shares of Common Stock shall be listed for trading on
      the
      National Association of Securities Dealers, Inc. Over -The - Counter Bulletin
      Board (“OTCBB”)
      or on
      a national securities exchange, the average of the closing sale price for the
      Common Stock on the OTCBB or any national securities exchange on which the
      Common Stock shall then trade (whichever of them shall be the principal trading
      market on which the Common Stock shall then trade), for the five (5) Trading
      Days immediately preceding such date (or all such Trading Days if the Common
      Stock has been traded fewer than five (5) Trading Days); or 

     

    (ii) if
      at the
      time of exercise the Common Stock is not listed for trading on the OTCBB or
      on a
      national securities exchange, the price per share shall be determined in good
      faith by the Company’s Board of Directors.

     

    (iii) Shares
      issued pursuant to the foregoing cashless exercise right shall be treated as
      if
      they were issued upon the exercise of this Warrant. The manner of determining
      the Market Price of the Warrant Shares set forth in the foregoing definition
      shall apply with respect to any other security in respect of which a
      determination as to market value must be made hereunder.

     

    (d) For
      purposes of this Warrant, the term “Trading
      Day”
shall
      mean any day on which the Common Stock is traded for any period on the OTCBB
      or
      any national securities exchange on which the Common Stock shall then trade
      (whichever of them shall be the principal trading market on which the Common
      Stock shall then trade).

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    6. Call
      Option.

     

    (a) At
      any
      time that: (i) the closing sale price of the Common Stock shall equal or exceed
      200% of the then existing Warrant Exercise Price for any period of thirty (30)
      consecutive Trading Days, and (ii) the Warrant Shares shall have been registered
      pursuant to a then effective Registration Statement during such thirty (30)
      Trading Day period, the Company shall have the right, upon twenty (20) Business
      Days written notice (the “Call
      Notice”)
      to the
      Holders, to call all of the outstanding Warrants in the Series for cancellation
      in whole. Unless on or prior to the expiration of such twenty (20) Business
      Day
      period, a Holder exercises its right to purchase any of the Warrant Shares
      covered by the Warrant pursuant to the terms of this Warrant, such Holder shall
      forfeit its right to do so, and the Warrants not so exercised shall
      automatically expire without any consideration to the Holder or any further
      action by the Holder or the Company and the Warrants shall be canceled on the
      books and records of the Company. The Call Notice shall set forth, among other
      items, the relevant thirty (30) Trading Day period described in Section 6(a)(i)
      and the number of Warrants subject to the call provision in this Section 6,
      as
      described in Section 6(a).

     

    (b) Notwithstanding
      anything to the contrary, the Company shall be entitled to call a number of
      Warrants of the Series for cancellation which shall not exceed the product
      obtained by multiplying, (x) the average trading volume on a daily basis during
      the relevant thirty (30) consecutive Trading Day period set forth in the Call
      Notice, by (y) 0.15, provided
      that the
      Call Notice shall be given within ten (10) Business Days following the last
      day
      of the relevant thirty (30) Trading Day period set forth in the Call
      Notice.

     

    (c) Notwithstanding
      anything to the contrary, during any consecutive thirty (30) day period, the
      Company shall not be entitled to call a number of Warrants of the Series for
      cancellation in excess of 25% of the maximum number of outstanding Warrants
      of
      this Series at any given time during the term of this Warrant.

     

    7. Fractional
      Shares.
      No
      fractional shares will be issued in connection with any exercise hereunder,
      but
      in lieu of such fractional shares, the number of shares of Common Stock to
      be
      issued shall be rounded up to the nearest whole number.

     

    8. Compliance
      with Securities Act of 1933; Transfer of Warrant or Shares.

     

    (a) Compliance
      with Securities Act of 1933.
      The
      Holder of this Warrant, by acceptance hereof, agrees that this Warrant, the
      Warrant Shares and the capital stock issuable upon conversion of the Warrant
      Shares (collectively, the “Securities”)
      are
      being acquired for investment and that such holder will not offer, sell,
      transfer or otherwise dispose of the Securities except under circumstances
      which
      will not result in a violation of the Securities Act and any applicable state
      securities laws. Upon exercise of this Warrant, unless the Warrant Shares being
      acquired are registered under the Securities Act and any applicable state
      securities laws or an exemption from such registration is available, the Holder
      hereof shall confirm in writing that the Warrant Shares so purchased are being
      acquired for investment and not with a view toward distribution or resale in
      violation of the Securities Act and shall confirm such other matters related
      thereto as may be reasonably requested by the Company. The Warrant Shares
      (unless registered under the Securities Act and any applicable state securities
      laws) shall be stamped or imprinted with a legend in substantially the following
      form:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”).
      THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS
      NOT
      REQUIRED.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Such
      legend shall be removed by the Company, upon the request of a Holder, at such
      time as the restrictions on the transfer of the applicable security shall have
      terminated.

     

    (b) Transferability
      of the Warrant.
      Subject
      to compliance with Section 8(c) below, which provisions are intended to ensure
      compliance with applicable federal and states securities laws, the Securities
      may be transferred by the Holder hereof, in whole or in part and from time
      to
      time.

     

    (c) Method
      of Transfer.
      With
      respect to any offer, sale, transfer or other disposition of the Securities,
      the
      Holder hereof shall prior to such offer, sale, transfer or other
      disposition:

     

    (i) surrender
      this Warrant or certificate representing Warrant Shares at the principal
      executive offices of the Company or provide evidence reasonably satisfactory
      to
      the Company of the loss, theft or destruction of this Warrant or certificate
      representing Warrant Shares and an indemnity agreement reasonable satisfactory
      to the Company,

     

    (ii) pay
      any
      applicable transfer taxes or establish to the satisfaction of the Company that
      such taxes have been paid,

     

    (iii) deliver
      a
      written assignment to the Company in substantially the form attached hereto
      as
Exhibit
      B
      or
      appropriate stock power duly completed and executed prior to transfer,
      describing briefly the manner thereof, and

     

    (iv) deliver
      a
      written opinion of such Holder’s counsel, or other evidence, if reasonably
      requested by the Company, to the effect that such offer, sale, transfer or
      other
      disposition may be effected without registration or qualification (under the
      Securities Act as then in effect and any applicable state securities law then
      in
      effect) of the Securities.

     

    As
      soon
      as reasonably practicable after receiving the items set forth above, the Company
      shall notify the Holder that it may sell, transfer or otherwise dispose of
      the
      Securities, all in accordance with the terms of the notice delivered to the
      Company. If a determination has been made pursuant to this Section 8(c) that
      the
      opinion of counsel for the Holder or other evidence is not reasonably
      satisfactory to the Company, the Company shall so notify the Holder promptly
      with details of such determination. Notwithstanding the foregoing, the
      Securities may, as to such federal laws, be offered, sold or otherwise disposed
      of in accordance with Rule 144 under the Securities Act if the Company satisfied
      the provisions thereof and provided that the Holder shall furnish such
      information as the Company may reasonably request to provide a reasonable
      assurance that the provisions of Rule 144 have been satisfied. Each certificate
      representing this Warrant or Warrant Shares thus transferred (except a transfer
      pursuant to Rule 144 or an effective registration statement) shall bear a legend
      as to the applicable restrictions on transferability in order to ensure
      compliance with applicable federal and state securities laws, unless in the
      aforesaid opinion of counsel to the Holder and to the reasonable satisfaction
      of
      the Company, such legend is not required in order to ensure compliance with
      such
      laws. Upon any partial transfer of this Warrant, the Company will issue and
      deliver to such new holder a new warrant (in form and substance similar to
      this
      Warrant) with respect to the portion transferred and will issue and deliver
      to
      the Holder a new warrant (in form and substance similar to this Warrant) with
      respect to the portion not transferred as soon as possible and in any event
      within 20 days after such transfer.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    9. No
      Rights as Shareholders; Information.
      Prior
      to exercise of this Warrant, the Holder of this Warrant, as such, shall not
      be
      entitled to vote the Warrant Shares or receive dividends on or be deemed the
      holder of such shares, nor shall anything contained herein be construed to
      confer upon the Holder of this Warrant, as such, any of the rights of a
      shareholder of the Company or any right to vote for the election of directors
      or
      upon any matter submitted to shareholders at any meeting thereof, or to receive
      notice of meetings, or to receive dividends or subscription rights or otherwise
      until this Warrant shall have been exercised and the shares of Common Stock
      purchasable upon the exercise hereof shall have become deliverable, as provided
      herein.

     

    10. Modification
      and Waiver; Effect of Amendment or Waiver.
      This
      Warrant and any provision hereof may be modified, amended, waived, discharged
      or
      terminated only by an instrument in writing, designated as an amendment to
      this
      Warrant and executed by a duly authorized officer of the Company and the Holder
      of this Warrant. Any waiver or amendment effected in accordance with this
      Section 10 shall be binding upon the Holder, each future holder of this Warrant
      or of any shares purchased under this Warrant (including securities into which
      such shares have been converted) and the Company.

     

    11. Notices.
      Any
      notice, request, communication or other document required or permitted to be
      given or delivered to the Holder hereof or the Company shall be delivered by
      personal delivery, or shall be sent by certified United States mail, first-class
      postage prepaid or by overnight delivery using a nationally recognized courier
      service, to each such holder at its address as shown on the books of the Company
      or to the Company at the address first set forth above in this Warrant. All
      such
      notices, requests, communications or other documents shall be deemed to have
      been received by the recipient (i) in the case of personal delivery, on the
      date
      of such delivery, (ii) in the case of delivery by a nationally recognized
      courier service, on the next Business Day subsequent to deposit with the courier
      and (iii) in the case of mailing, on the fourth Business Day following the
      date
      of deposit in the United States mails, first-class postage prepaid.

     

    12. Successors.
      The
      obligations of the Company relating to the Warrant Shares shall inure to the
      benefit of the successors and assigns of the Holder hereof and shall be binding
      upon any successor entity. Upon such event, the successor entity shall assume
      the obligations of this Warrant, and this Warrant (or any substitute warrant
      as
      provided hereinbefore) shall be exercisable for the securities, cash and
      property of the successor entity on the terms provided herein.

     

    13. Lost
      Warrants or Stock Certificates.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant or any stock certificate and, in
      the
      case of any such loss, theft or destruction, upon receipt of an indemnity
      agreement reasonably satisfactory to the Company, or in the case of any such
      mutilation upon surrender and cancellation of such mutilated Warrant or stock
      certificate, the Company will issue and deliver a new warrant (containing the
      same terms as this Warrant) or stock certificate, in lieu of the lost, stolen,
      destroyed or mutilated Warrant or stock certificate.

     

    14. Descriptive
      Headings.
      The
      descriptive headings of the several paragraphs of this Warrant are inserted
      for
      convenience only and do not constitute a part of this Warrant. The language
      in
      this Warrant shall be construed as to its fair meaning without regard to which
      party drafted this Warrant.

     

    15. Governing
      Law.
      This
      Warrant shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the laws of the State of Nevada, without
      reference to principles governing choice or conflicts of laws.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    16. Entire
      Agreement.
      This
      Warrant constitutes the full and entire understanding and agreement between
      the
      parties with regard to the subject matter hereof and supersedes all prior and
      contemporaneous agreements, representations, and undertakings of the parties,
      whether oral or written, with respect to such subject matter. 

     

    17. No
      Impairment.
      The
      Company will not, by an voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed under this
      Warrant by the Company, but will at all times in good faith assist in carrying
      out all the provisions of this Warrant and in the taking of all such actions
      as
      may be necessary or appropriate in order to protect the rights of the Holder
      of
      this Warrant against impairment.

     

    18. Issue
      Taxes.
      The
      Company shall pay any and all issue and other taxes payable in respect of any
      issue or delivery of Common Stock upon the exercise of this Warrant that may
      be
      imposed under the laws of the United States of America or by any state,
      political subdivision or taxing authority of the United States of America;
      provided,
      however,
      that
      the Company shall not be required to pay any tax or taxes that may be payable
      in
      respect of any transfer involved in the issue or delivery of any Warrant or
      certificates for Common Stock in a name other than that of the registered holder
      of such Warrant, and no such issue or delivery shall be made unless and until
      the person or entity requesting the issuance thereof shall have paid to the
      Company the amount of such tax or shall have established to the satisfaction
      of
      the Company that such tax has been paid.

     

    19. Severability.
      In the
      event that any one or more of the provisions contained in this Warrant shall
      for
      any reason be held to be invalid, illegal or unenforceable in any respect,
      such
      provision(s) shall be ineffective only to the extent of such invalidity,
      illegality or unenforceability, without invalidating the remainder of such
      provision or the remaining provisions of this Warrant and such invalidity,
      illegality or unenforceability shall not affect any other provision of this
      Warrant, which shall remain in full force and effect.

     

    20. Counterparts.
      This
      Warrant may be executed in two or more counterparts, each of which shall be
      an
      original, and all of which together shall constitute one
      instrument.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Warrant to be duly executed as of the issue
      date
      of this Warrant by its duly authorized officers.

    

      
        	 	
                IMMS,
                  INC.

              
	 	
                a
                  Nevada corporation 

              
	 	 
	 	 
	 	
                By:

              	
                ____________________________

              
	 	
                Name:

              	
                __________________

              
	 	
                Title:

              	
                Chief
                  Executive Officer

              


      

    

     

    
      SIGNATURE
        PAGE TO WARRANT TO PURCHASE COMMON STOCK

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

     

    NOTICE
      OF EXERCISE

     

    To:
      IMMS, INC. (the “Company”)

     

    1. The
      undersigned hereby:

     

    
      	 	o	
              elects
                to purchase __________ shares of Common Stock of the Company pursuant
                to
                the terms of the attached Warrant, and tenders herewith payment of
                the
                purchase price of such shares in
                full.

            


    

     

    2. Please
      issue a certificate or certificates representing said shares in the name of
      the
      undersigned or in such other name or names as are specified below:

     

    _________________________________________

    (Name)

     

    _________________________________________

    (Address)

     

    _________________________________________

    (City,
      State)

     

    3. The
      undersigned represents that the aforesaid shares being acquired for the account
      of the undersigned for investment and not with a view to, or for resale in
      connection with, the distribution thereof and that the undersigned has no
      present intention of distributing or reselling such shares, all except as in
      compliance with applicable securities laws, and that the undersigned is an
      “accredited investor” within the meaning of Rule 501 of Regulation D promulgated
      under the Securities Act of 1933, as amended.

     

    _______________

              
      (Date)

    

      
        	 
	
                (Signature)

              
	 
	
                NOTICE:
                  Signature
                  must be guaranteed by a commercial bank or trust company or a member
                  firm
                  of a major stock exchange if shares of capital stock are to be
                  issued, or
                  securities are to be delivered, other than to or in the name of
                  the
                  registered holder of this Warrant. In addition, signature must
                  correspond
                  in all respects with the name as written upon the face of the Warrant
                  in
                  every particular without alteration or any change
                  whatever.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF ASSIGNMENT

     

    FOR
      VALUE RECEIVED,
      the
      undersigned holder of the attached Warrant hereby sells, assigns and transfers
      unto _______________________ whose address is
      _______________________________________ and whose taxpayer identification number
      is _________________ the undersigned’s right, title and interest in and to the
      Warrant issued by IMMS, Inc., a Nevada corporation (the “Company”)
      to
      purchase _______ shares of the Company’s Common Stock, and does hereby
      irrevocably constitute and appoint __________________________ attorney to
      transfer said Warrant on the books of the Company with full power of
      substitution in the premises.

     

    In
      connection with such sale, assignment, transfer or other disposition of this
      Warrant, the undersigned hereby confirms that:

     

    
      	 	o	
              such
                sale, transfer or other disposition may be effected without registration
                or qualification (under the Securities Act as then in effect and
                any
                applicable state securities law then in effect) of this Warrant or
                the
                shares of capital stock of the Company issuable thereunder and has
                attached hereto a written opinion of the undersigned’s counsel to that
                effect; or

            


    

     

    
      	 	o	
              such
                sale, transfer or other disposition has been registered under the
                Securities Act of 1933, as amended, and registered and/or qualified
                under
                all applicable state securities
                laws.

            


    

     

    _______________

               (Date)

    

      
        	 
	
                (Signature)

              
	 
	
                NOTICE:
                  Signature
                  must correspond in all respects with the name as written upon the
                  face of
                  the Warrant in every particular without alteration or any change
                  whatever.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

         


      
        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      F
      TO TERM SHEET

     

    Risk
      Factors

     

    All
      capitalized terms used in these Risk Factors, and not otherwise defined herein,
      shall have the same meaning set forth in the Subscription
      Agreement.

     

    THE
      NOTES (AND UPON THE CLOSING OF THE PROPOSED REORGANIZATION, THE UNITS) OFFERED
      HEREBY ARE SUBJECT TO THE RISKS INHERENT IN A SPECULATIVE VENTURE. AN INVESTMENT
      IN THE NOTES (AND UPON THE CLOSING OF THE PROPOSED REORGANIZATION, THE UNITS)
      INVOLVES A VERY HIGH DEGREE OF RISK. PRIOR TO MAKING AN INVESTMENT DECISION,
      PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS.
      THE
      NUMBER AND NATURE OF ALL POSSIBLE RISKS CANNOT BE ASCERTAINED. PURCHASERS MUST
      RECOGNIZE THAT ALMOST ANY KIND OF ADVERSITY MAY PRECLUDE THE ACHIEVEMENT OF
      EV’S
      STATED OBJECTIVES, PRECLUDE POSITIVE OPERATING RESULTS AND/OR RESULT IN A TOTAL
      LOSS OF INVESTMENT. PURCHASERS UNABLE OR UNWILLING TO ASSUME A HIGH DEGREE
      OF
      RISK MUST NOT CONSIDER THE PURCHASE OF THE NOTES. YOU SHOULD NOT INVEST IN
      EV’S
      NOTES UNLESS YOU CAN AFFORD TO LOSE YOUR ENTIRE
      INVESTMENT.

     

    THE
      DOCUMENTS GIVEN TO PURCHASERS AS PART OF THIS OFFERING CONTAIN CERTAIN
      FORWARD-LOOKING STATEMENTS WHICH INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES,
      BOTH KNOWN AND UNKNOWN. WHEN USED IN THESE DOCUMENTS, THE WORDS “ANTICIPATES,”
“ESTIMATES,” “FORECASTS,” “PLANS,” “INTENDS,” “HOPES,” “WISHES,” “EXPECTS,”
“BELIEVES” AND SIMILAR WORDS, AS THEY RELATE TO EV OR EV’S MANAGEMENT, ARE
      INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. EV’S ACTUAL RESULTS,
      PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR
      IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
      CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCLOSED
      BELOW.

     

    PROSPECTIVE
      PURCHASERS SHOULD CAREFULLY CONSIDER, AMONG OTHERS, THE FOLLOWING RISK FACTORS
      PRESENT IN THIS OFFERING:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Risks
      Relating to EV’s Business and Operations

     

    We
      have a history of operating losses.If
      we
      continue to incur operating losses, we eventually may have insufficient working
      capital to maintain or expand operations according to our business plan. As
      of
      September 30, 2007, we had an accumulated deficit of $6,297,670. For the years
      ended December 31, 2006 and 2005, we incurred losses from operations of
      $1,407,223 and $951,690, respectively. We also incurred losses from operations
      of $1,723,827 during the nine months ended September 30, 2007. We may not
      generate sufficient revenues from product sales in the future to achieve
      profitable operations. If we are not able to achieve profitable operations
      at
      some point in the future, we eventually may have insufficient working capital
      to
      maintain our operations as we presently intend to conduct them or to fund our
      expansion and marketing and product development plans. In addition, our losses
      may increase in the future as we expand our manufacturing capabilities and
      fund
      our marketing plans and product development. These losses, among other things,
      have had and will continue to have an adverse effect on our working capital,
      total assets and stockholders’ equity. If we are unable to achieve
      profitability, the market value of our common stock will decline and there
      would
      be a material adverse effect on our financial condition. The report of our
      auditors accompanying our financial statements includes a statement that these
      factors raise substantial doubt about our ability to continue as a going
      concern. If we need to raise additional financing to support our operations,
      we
      cannot assure you that additional financing will be available on terms favorable
      to us, or at all. If adequate funds are not available or if they are not
      available on acceptable terms, our ability to fund the growth of our operations,
      take advantage of opportunities, develop products or services or otherwise
      respond to competitive pressures, could be significantly limited. 

     

    If
      we fail to make certain required payments and perform other contractual
      obligations to our senior secured lenders, the debt obligations to such lenders
      may be in default and accelerate, which would have a material adverse effect
      on
      us and our continued operations.We
      have
      entered into forbearance agreements with Vineyard Bank and Amalgamated Bank,
      our
      senior secured lenders with respect to outstanding obligations owing to these
      lenders. At September 30, 2007, the principal amount of our obligations to
      Vineyard Bank and Amalgamated Bank were approximately $906,000 and $10,135,000,
      respectively. We can give no assurance that we will be able to fulfill the
      obligations created under such forbearance agreements on a timely basis or
      at
      all. If we do not comply with any or all of the conditions of the forbearance
      agreements, either or both of our senior secured lenders may declare us in
      default of such agreements. If either of our lenders declares their respective
      forbearance agreement in default, we may be forced to discontinue operations,
      and investors may lose their entire investment.

     

    Under
      our Forbearance Agreement with Amalgamated Bank, we will be required to
      liquidate our entire existing rental fleet by the end of 2008, which would
      have
      a material adverse effect on our continued operations.
      Under the terms of our Forbearance Agreement with Amalgamated Bank, we will
      be
      required to liquidate our entire existing rental fleet by the end of 2008.
      Unless we are able to acquire other rental cars or other sources of revenue,
      we
      will be forced to discontinue operations. There can be no assurances that we
      will be able to have any revenue generating sources after we liquidate our
      current rental fleet. In addition, as we take steps to liquidate our rental
      fleet during 2008, our revenue generating sources will diminish due to the
      reduction of our rental fleet. We cannot assure you that we will be able to
      generate sufficient revenues to sustain operations during the course of 2008
      as
      we liquidate our fleet. 

     

    Under
      our Forbearance Agreement with Amalgamated Bank, our Manager has pledged all
      of
      his limited liability membership interests to secure the performance of our
      obligations to Amalgamated Bank. If the Proposed Reorganization closes, our
      Manager’s membership interests will be converted into shares of IMMS common
      stock. The foreclosure on his shares could have an adverse effect on the price
      of IMMS’s common stock.
      Jeffrey S. Pink, the Manager of EV, has guaranteed our obligations to
      Amalgamated Bank and has pledged all of his limited liability company membership
      interests to secure the performance of such obligations. If the Proposed
      Reorganization with IMMS closes, his membership interests would convert into
      shares of IMMS common stock. If Amalgamated Bank forecloses on such pledged
      shares, the shares may be sold into the market in sufficient volume and at
      prices which could have an adverse effect on the price of IMMS common
      stock. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Our
      Manager may have interests different from those of our limited liability company
      members, that may influence him to support or approve of the Proposed
      Reorganization.The
      terms
      of the Proposed Reorganization, Forbearance Agreement and the various other
      agreements contemplated thereby directly affect the Manager in ways that may
      create interests for him that are different from, or in addition to, those
      of
      other EV members. For the above reasons, the Manager may be more likely to
      support and recommend the approval of the Proposed Reorganization than if he
      did
      not hold these interests. 

     

    The
      Proposed Reorganization raises potential conflicts of
      interest.Certain
      individuals, either individually or collectively as part of another entity,
      may
      come to own interests of both IMMS and EV prior to the closing of the Proposed
      Reorganization. Purchasers should be aware that conflicts of interest could
      arise as a result and that such conflicts of interest have the potential to
      affect the outcome of the Proposed Reorganization, should and when it close.
       

     

    If
      our financial information were subject to audit, a “going concern” opinion would
      be included.As
      of the
      date of this Offering, our financial information for the periods ending December
      31, 2006 and 2005 has not been fully audited. The audit for such periods will
      be
      completed before the Closing. We anticipate that when such financial statements
      are prepared pursuant to an audit and in accordance with generally accepted
      accounting principles, our audited financial statements for the years ending
      December 31, 2006 and 2005 include a statement in the report of our independent
      auditor, to the effect, among others, that there is substantial risk as to
      EV’s
      status as a going concern and that the our continuation as a going concern
      is
      dependent on our ability to obtain additional financing to fund operations,
      implement our business model and ultimately, to obtain profitable operations.
      There can be no assurance that we will be able to obtain such a financing on
      favorable terms, or establish future profitable operations, and, if not, we
      may
      be forced to discontinue operations and you may lose your entire investment
      in
      our common stock.

     

    Our
      business plan may not be realized.Our
      operations are subject to all of the risks inherent in the establishment of
      a
      new business enterprise, including inadequate working capital and a limited
      operating history. The likelihood of our success must be considered in light
      of
      the problems, expenses, complications and delays frequently encountered in
      connection with the development of a new business. Unanticipated events may
      occur that could affect the actual results achieved during the forecast periods.
      Consequently, the actual results of operations during the forecast periods
      will
      vary from the forecasts and such variations may be material. In addition, the
      degree of uncertainty increases with each successive year presented. There
      can
      be no assurance that we will succeed in the anticipated operation of our
      business plan. If our business plan proves to be unsuccessful, you may lose
      their entire investment and our business may fail.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    In
      the past, we have been dependent on government and private grants for
      funding.We have
      received revenues from various local, regional, state and federal government
      agencies and one private entity. Typically, governmental agencies have monies
      available to fund some of the necessary costs for vehicle acquisition,
      infrastructure development, and other start-up expenses in new market areas.
      We
      consider availability of local market (and other government) funding in
      determining the sites we will open, and have yet to open in any market that
      has
      not provided some financial incentives for start-up. However, there can be
      no
      assurance that local markets (and other governmental agencies) will continue
      to
      make funds available for our operations or that the grants which have been
      awarded to we will continue to be funded. Failure to receive funding from these
      agencies could have a material adverse effect on our business and
      prospects.

     

    We
      will need additional financing to maintain and expand our business, and to
      implement our business plan. Such financing may not be available on favorable
      terms, if at all.If
      we
      needs funds and cannot raise them on acceptable terms, we may not be able
      to:

     

    
      	 	
              ·

            	
              execute
                our business plan;

            


    

     

    
      	 	
              ·

            	
              take
                advantage of future opportunities, including synergistic acquisitions;
                

            


    

     

    
      	 	
              ·

            	
              respond
                to customers, competitors or violators of our proprietary and contractual
                rights; or

            


    

     

    
      	 	
              ·

            	
              remain
                in operation.

            


    

     

    We
      may
      have to raise substantial additional capital if we continue to incur operational
      losses or we need to maintain or accelerate favorable, but costlier, growth
      of
      our revenues. There can be no assurance that debt or equity financing, or cash
      generated by operations, will be available or sufficient to meet our
      requirements. Additional funding may not be available under favorable terms,
      if
      at all.

     

    We
      may be
      unable to predict accurately the timing and amount of our capital requirements.
      We have historically financed our activities through working capital provided
      from operations, the private placement of equity securities, loans and from
      lines of credit. We may be required to raise additional funds through public
      or
      private financing, bank loans, collaborative relationships or other arrangements
      earlier than expected. It is possible that banks, venture capitalists and other
      investors may perceive our capital structure or operating history as too great
      a
      risk to bear. As a result, additional funding may not be available at attractive
      terms, or at all. If we cannot obtain additional capital when needed, we may
      be
      forced to agree to unattractive financing terms, change our method of
      operations, curtail operations significantly, obtain funds through entering
      into
      arrangements with collaborative partners or others, or issue additional
      securities. Any future issuances of our securities may result in substantial
      dilution to existing stockholders. The failure to raise the required additional
      funding could have a material adverse effect on EV’s business and its
      prospects.

     

    Our
      success will depend on our newly assembled senior management
      team.
      Our
      success will be largely dependent upon the performance of our senior management
      team. Investors must rely on the expertise and judgment of senior management
      and
      other key personnel. The failure to attract and retain individuals with the
      skill and experience necessary to execute our business plan could have a
      materially adverse impact upon our prospects. We currently do not have any
      key
      man insurance policies and has no current plans to obtain any; therefore there
      is a risk that the death or departure of any director, member of management,
      or
      any key employee could have a material adverse effect on
      operations.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    We
      may not operate profitably because global, economic, political, and social
      conditions beyond our control have created an unpredictable environment for
      companies such as us.Our
      business may suffer from adverse economic conditions worldwide that have
      contributed to an economic slowdown. Recent geopolitical and social turmoil
      in
      many parts of the world, including actual incidents and potential future acts
      of
      terrorism and war, may continue to put pressure on global economic conditions.
      These geopolitical and social conditions, together with the resulting economic
      uncertainties, make it extremely difficult for us to accurately forecast and
      plan future business activities. This is especially true in the travel industry,
      of which we are a part. This reduced predictability challenges our ability
      to
      operate profitably or to increase revenues. In particular, it is difficult
      to
      develop and implement strategies to create sustainable business models and
      efficient operations. If the current uncertain economic conditions continue
      or
      deteriorate, there could be additional material adverse impact on our financial
      position, revenues and results of operations or cash flow.

     

    Our
      success is dependent upon our ability to rent environmentally friendly
      cars.
      We have a diversified fleet of automobiles consisting of multiple models of
      hybrid electric and low-emissions cars from different manufacturers. It is
      possible that in projecting growth, our senior management team has overestimated
      the public interest in the overall environmentally friendly rental market.
      One
      or more competitors may initiate a business model similar to ours and may rent
      environmentally friendly for less money or on better terms than ours.
      Fluctuations in the estimated pricing for supply or daily rentals can affect
      profitability. We have not entered into any long term supply contract with
      any
      vehicle manufacturer. Also, because we specialize in environmentally friendly
      cars, we are more vulnerable than a diversified business. We are vulnerable
      to
      changes in local conditions, such as fuel pricing changes and other market
      conditions, as well as various disasters, including those which it is not
      possible or economically feasible to insure against, such as earthquakes,
      floods, hurricanes and war. If the public interest in environmental friendly
      cars declines, there could be a material adverse impact on our results of
      operations.

     

    We
      are dependent on the successful operation of the existing locations and
      execution of the business plan.We
      have opened
      a
      total of seven locations. Continued site expansion according to our business
      plan will be dependent upon the profitability of these existing locations and
      the availability of funds to expand operations. We plan to expand to multiple
      new locations to meet business projections. Market size projections for these
      new locations are based on operating history and market demand at existing
      locations. It is possible that once such locations open, they will not operate
      in accordance with the operating trends of the existing locations. There can
      be
      no assurance that we will ever open any additional locations, or that additional
      locations will be profitable, or profitable enough to justify opening additional
      locations. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    We
      are dependent on
      existing relationships with automobile
      manufacturers to continue to supply us with environmentally friendly cars to
      meet our business demands.
      We are
      dependent upon relationships with manufacturers for rental operations. Our
      management believes that the manufacturers will produce enough cars to meet
      our
      business demands. Despite having obtained cars from the manufacturers in the
      past, there can be no assurance that manufacturers will continue to build or
      allocate vehicles to us. In addition to market demands, manufacturers have
      been
      encouraged (by regulation or otherwise) by governments to manufacture
      environmentally friendly cars. There can be no assurance that the manufacturers
      will continue to manufacture such cars if such incentives (or regulations)
      are
      discontinued. Failure to obtain adequate numbers of such cars could have a
      material adverse effect upon our business and prospects.

     

    We
      face significant competition in the car rental
      industry.The
      car
      rental business is highly competitive. We compete against a number of
      established rental car companies with greater marketing and financial
      capabilities. Our market specialization is the rental of hybrid electric and
      low-emissions cars. Although we believe that we are the first rental company
      featuring predominately environmentally friendly cars, we may face difficulty
      competing against other car rental companies should they devote significant
      resources to such cars. There can be no assurance that one or more competitors
      may not initiate a rental business similar to ours, thus compromising the
      differentiating factor for us. Increased competition in the rental car industry
      may result in reduced operating margins, loss of market share and a diminished
      brand franchise. There can be no assurance that we will be able to compete
      successfully against our competitors, and competitive pressures faced by us
      may
      have a material adverse effect on our business, prospects, financial condition
      and results of operations.

     

    We
      are dependent on fleet financing for acquiring cars.Our ability
      to purchase and finance the cars depends on the calculation and assignment
      of
      risk for the resale value of the vehicles. Despite our plans for securing the
      resale value, lending companies may not be enticed to finance the cars. There
      can be no assurance that the financing required to purchase and deploy cars
      will
      be available to us in order to meet business projections. Our failure to obtain
      financing for the acquisition of cars could have a material adverse effect
      on
      our business and prospects.

     

    We
      face risks associated with entry into new business
      areas.We may
      choose to expand our operations by promoting new or complementary services,
      expanding the breadth and depth of services offered, or expanding our market
      presence through relationships with third parties. There can be no assurance
      that we will be able to expand our efforts and operations in a cost-effective
      or
      timely manner or that any such efforts would increase overall market acceptance.
      Furthermore, any new business (or line of business) launched by us that was
      not
      favorably received by consumers could damage our reputation or brand. Expansion
      of our operations in this manner would also require significant additional
      expenses and development, and would stretch our management, financial and
      operational resources. The lack of market acceptance of such efforts or our
      inability to generate satisfactory revenues from such expanded services or
      products to offset their cost could have a material adverse effect on our
      business, prospects, financial condition and results of operations.

     

    We
      may not maintain insurance sufficient to cover the full extent of our
      liabilities.We
      maintain various forms of insurance. However, such insurance has limitations
      on
      liability that may not be sufficient to cover the full extent of such
      liabilities. Also, such risks may not, in all circumstances be insurable or,
      in
      certain circumstances, we may elect not to obtain insurance to deal with
      specific risks due to the high premiums associated with such insurance or other
      reasons. The payment of such uninsured liabilities would reduce the funds
      available to us. The occurrence of a significant event that we are not fully
      insured against, or the insolvency of the insurer of such event, could have
      a
      material adverse effect on our financial position, results of operations or
      prospects.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    We
      may not be able to obtain all the necessary licenses and permits required to
      carry on our business activities. Our operations
      may require licenses and permits from various governmental authorities. There
      can be no assurance that we will be able to obtain all necessary licenses and
      permits that may be required to carry required business activities.

     

    We
      may not be able to maintain the information technology and computer systems
      required to serve our customers.Our
      reputation and ability to attract, retain, and serve customers is dependent
      upon
      the reliable performance of our technology infrastructure and fulfillment
      processes. Interruptions or technical problems could make our systems
      unavailable to service customers and could diminish the overall attractiveness
      of our service to potential customers.

     

    There
      may be changes in our accounting practices and/or
      taxation.We
      cannot
      predict the impact that future changes in accounting standards or practices
      may
      have on our financial results. New accounting standards could be issued that
      could change the way we record revenues, expenses, assets and liabilities.
      These
      changes in accounting standards could adversely affect our reported earnings.
      Increases in direct and indirect income tax rates could affect after tax income.
      Equally, increases in indirect taxes could affect our products’ affordability
      and reduce its sales.

     

    Risks
      Relating to IMMS’s Business and Operations

     

    IMMS
      may be deemed to be a “shell company” under applicable securities
      laws.
      IMMS may
      be deemed to be a “shell company” as defined under Rule 405 of the Securities
      Act of 1933 and Rule 12(b)-2 of the Securities Exchange Act of 1934. As such,
      IMMS is subject to many risks common to such enterprises, including the
      potential failure of the contemplated Proposed Reorganization, inability to
      generate revenues or operate any acquired business profitably, cash shortages,
      under-capitalization, and limitations with respect to personnel, financial
      and
      other resources. 

     

    IMMS
      has a history of operating losses. IMMS
      has
      not had a profitable operating history and no assurance can be made that IMMS
      will be profitable in the future. If the Proposed Reorganization with EV closes,
      there can be no assurance that IMMS will be successful in achieving a return
      on
      Purchasers’ investment. The likelihood of success must be considered in light of
      IMMS’s limited scope of operations, the risks associated with Proposed
      Reorganization with EV, and the successful execution of EV’s business plan. If
      IMMS is unable to achieve profitability, the market value of its stock will
      decline and there will be a material adverse effect on its financial condition.
      IMMS has accumulated losses from operations for the nine months ending September
      30, 2007. The report of IMMS’s auditor accompanying it financial statements for
      the period ended December 31, 2006 includes a statement that IMMS has suffered
      recurring losses from operations that raise substantial doubt about IMMS’s
      ability to continue as a going concern. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    A
      definitive reorganization agreement with EV has not been reached and may never
      be reached. IMMS
      has
      entered into a Letter of Intent with EV dated March __, 2008 that sets forth
      the
      proposed terms of a Proposed Reorganization with EV. A definitive Proposed
      Reorganization agreement has not been reached and negotiations regarding the
      terms of the agreement are ongoing. If the Proposed Reorganization does not
      occur, EV must return a portion of the subscription proceeds to Purchasers.
      The
      Purchasers will therefore not receive a return on such investment. There can
      be
      no assurance that a definitive agreement will be reached or that the Proposed
      Reorganization will occur. 

     

    Risks
      Associated with this Offering 

    


    EV
      is currently in default with Amalgamated, and may continue to remain in
      default.
      EV is
      currently in default with Amalgamated, its primary lender. EV has entered into
      a
      Forbearance Agreement with Amalgamated, the terms of which require EV to make
      certain cash payments, including $250,000 out of the proceeds of this Offering,
      and to liquidate its entire rental car fleet no later than December 31, 2008.
      If
      EV liquidates its entire rental car fleet and has no completed any of the
      acquisitions currently contemplated under its business plan, EV may not be
      able
      to generate sufficient revenue to operate profitably, or at all, may be forced
      to discontinue operations. Under such circumstances, there could be no assurance
      that EV would be able to timely fulfill its obligations to Amalgamated.


    


    The
      Notes sold pursuant to this Offering may be unsecured. 
      Only
      with the permission of Amalgamated Bank will EV be allowed the create any junior
      liens in any of EV’s assets. There can be no assurance that such permission will
      be granted by Amalgamated. In addition, there can be no assurance that other
      lenders of EV with security interests in EV’s assets will allow the creation of
      any liens junior to their interests. Even in the event that any junior liens
      in
      any of EV’s assets are permitted by Amalgamated and other senior creditors,
      there still may not be any remaining assets to secure the Notes. Thus, the
      Notes
      issued pursuant to this Offering may be unsecured. 

    


    The
      minimum and maximum dollar amount of Notes was set by EV.
The
      minimum and maximum dollar amount for the Notes has been set by the Manager
      of
      EV and the Placement Agent without negotiation with any other person. There
      is
      no direct relationship between the Note dollar amount and the asset value,
      net
      worth or other established criteria of value of EV, and in no event should
      the
      Note dollar amount be regarded as an indication of any present or future market
      price for any securities offered or sold by IMMS or EV, whether now or in the
      future. 

    


    EV
      may not sell the minimum dollar amount of Notes required to close the Proposed
      Reorganization. In
      order
      to close this Offering, EV must sell a minimum of $500,000 of Notes. EV must
      sell $1,000,000 of Notes (including the initial $500,000), in order to close
      the
      Proposed Reorganization. Under the terms of the Letter of Intent with IMMS,
      EV
      must sell a minimum of $1,000,000 of Notes (including the initial $500,000).
      No
      assurance can be made that EV will sell sufficient amounts of Notes necessary
      to
      meet these minimum threshold amounts. In connection with the initial Closing
      of
      $500,000 of Notes in this Offering, the closing of the Proposed Reorganization
      is not a condition to the Closing of the initial $500,000 of subscriptions.
      Thus, if the closing of the Proposed Reorganization does not occur, the Notes
      may never convert into Units of IMMS. Therefore, investors who purchase Notes
      in
      connection with the initial Closing of $500,000 of Notes will be at a greater
      risk of loss of their entire investment. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    All
      of the Securities that Comprise the Units being Offered Hereunder are
“Restricted Securities” under Rule 144. 
      There is
      no public market for the convertible debentures and the warrants of IMMS which
      comprise the Units, and there can be no assurance that any such public market
      will develop. Unless there is an effective registration statement covering
      the
      Units, no public sale of any of such securities can be made for at least six
      (6)
      months from the closing of the Proposed Reorganization, and then, all resales
      of
      these shares must be made in accordance with Rule 144 under the Securities
      Act.
      Generally, “restricted securities” can be resold by non-affiliates under Rule
      144, once they have been held for at least six (6) months, provided that certain
      information about the issuer is publicly available. Once the restricted
      securities have been held for one year, assuming the holder of the securities
      is
      not (and has not been for the preceding 90 day period) an affiliate of the
      issuer, unlimited sales can be made without further compliance with the terms
      and provisions of Rule 144. In addition, affiliates may resell restricted
      securities under Rule 144 once the restricted securities have been held for
      at
      least six (6) months, provided that certain resale conditions under Rule 144
      have been met, including requirements with respect to the availability of
      current public information, manner of sale, sales volume restrictions and notice
      filing requirements. No assurance can be given that Rule 144 will be available
      to purchasers in this Offering for the resale of their Units. The simultaneous
      sale of these shares may adversely affect the market price of our common
      stock.

    


    If
      IMMS is deemed to be a “shell company,” there may be additional restrictions on
      your ability to resell the shares of IMMS Common Stock under Rule
      144.
      Currently, Rule 144 under the Securities Act permits the public resale of
      securities under certain conditions after a six-month holding period by the
      seller. However, Rule 144 imposes a general prohibition against reliance on
      Rule
      144 for the resale of securities of issuers which have no operations and,
      therefore, may be deemed to be a “shell company” under Rule 405 of the
      Securities Act. Stockholders of “shell companies,” are ineligible to rely on
      Rule 144 as a resale exemption for securities, until:

    


    
      	 	
              ·

            	
              the
                issuer of the securities that was formerly a “shell company” ceases to be
                a “shell company,” 

            


    

    
      	 	
              ·

            	
              the
                issuer is subject to the reporting requirements of Section 13(a)
                or 15(d)
                of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
                

            


    

    
      	 	
              ·

            	
              the
                issuer has filed all reports and materials (other than Form 8-K reports)
                required to have filed all under Section 13 or 15(d) of the Exchange
                Act,
                as applicable, during the 12 months (or for such shorter period that
                the
                issuer was required to file such reports and materials), and
                

            


    

    
      	 	
              ·

            	
              at
                least one year has elapsed from the time that the issuer filed with
                the
                SEC certain information (the “Form
                10 information”)
                which a company would be required to file if such company was to
                register
                a class of its securities under the Exchange Act reflecting its status
                as
                an entity that is not a “shell
                company.”

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    If
      IMMS
      is deemed to be a “shell company,” in order to cause IMMS to cease to be a
“shell company,” following the closing of the Proposed Reorganization, IMMS
      would need to file with the SEC the Form 10 information concerning the Proposed
      Reorganization and the history and operations of EV. Further, IMMS stockholders
      would not be eligible to rely on Rule 144 as a resale exemption until at least
      one year has elapsed from the date that the issuer has filed the Form 10
      information with the SEC. It is anticipated that IMMS will file the Form 10
      information with the SEC following the Proposed Reorganization, should and
      when
      it close, but there can be no assurances as to the timing of the filing of
      the
      Form 10 information or the commencement of the one year period. In order for
      IMMS stockholders to be eligible to rely on Rule 144, IMMS will need to be
      subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange
      Act. IMMS currently is not subject to such reporting requirements under the
      Exchange Act and will need to register the IMMS Common Stock under the Exchange
      Act. Further, at the time of any proposed resale of restricted securities under
      Rule 144, IMMS will need to have filed all reports and materials (other than
      Form 8-K reports) required to have been filed under Section 13 or 15(d) of
      the
      Exchange Act, as applicable, during the 12 months (or for such shorter period
      that the issuer was required to file such reports and materials). At the time
      that stockholders wish to resell their IMMS shares under Rule 144, there can
      be
      no assurances that IMMS will be subject to the reporting requirements of the
      Exchange Act or, if so, current in its reporting requirements under the Exchange
      Act, in order for stockholders to be eligible to rely on Rule 144 at such time.
      In addition to the foregoing requirements of Rule 144 under the federal
      securities laws, the various state securities laws may impose further
      restrictions on the ability of a holder to sell or transfer the shares of IMMS
      Common Stock.

    


    The
      securities that comprise the Units being offered may be subject to the Penny
      Stock Rules. IMMS’s
      common stock may be subject to “penny stock” regulations that may affect the
      liquidity of our common stock. IMMS’s common stock may be subject to the rules
      adopted by the SEC that regulate broker-dealer practices in connection with
      transactions in “penny stocks.” Penny stocks are generally equity securities
      with a price of less than $5.00 (other than securities registered on certain
      national securities exchanges, for which current price and volume information
      with respect to transactions in such securities is provided by the exchange
      or
      system).

     

    The
      penny
      stock rules require that a broker-dealer, prior to a transaction in a penny
      stock not otherwise exempt from those rules, deliver a standardized risk
      disclosure document prepared by the SEC, which contains the following:


     

    
      	 	
              ·

            	
              a
                description of the nature and level of risk in the market for penny
                stocks
                in both public offerings and secondary
                trading,

            


    

     

    
      	 	
              ·

            	
              a
                description of the broker’s or dealer’s duties to the customer and of the
                rights and remedies available to the customer with respect to violation
                of
                such duties or other requirements of securities
                laws,

            


    

     

    
      	 	
              ·

            	
              a
                brief, clear, narrative description of a dealer market, including
“bid”
                and “ask” prices for penny stocks and significance of the spread between
                the “bid” and “ask” price,

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              a
                toll-free telephone number for inquiries on disciplinary actions,
                definitions of significant terms in the disclosure document or in
                the
                conduct of trading in penny stocks,
                and

            


    

     

    
      	 	
              ·

            	
              such
                other information and is in such form (including language, type,
                size and
                format), as the SEC shall require by rule or
                regulation.

            


    

     

    Prior
      to
      effecting any transaction in penny stock, the broker-dealer also must provide
      the customer the following:

     

    
      	 	
              ·

            	
              the
                bid and offer quotations for the penny
                stock,

            


    

     

    
      	 	
              ·

            	
              the
                compensation of the broker-dealer and its salesperson in the
                transaction,

            


    

     

    
      	 	
              ·

            	
              the
                number of shares to which such bid and ask prices apply, or other
                comparable information relating to the depth and liquidity of the
                market
                for such stock,

            


    

     

    
      	 	
              ·

            	
              the
                liquidity of the market for such stock,
                and

            


    

     

    
      	 	
              ·

            	
              monthly
                account statements showing the market value of each penny stock held
                in
                the customer’s account.

            


    

     

    In
      addition, the penny stock rules require that prior to a transaction in a penny
      stock not otherwise exempt from those rules, the broker-dealer must make a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser’s written acknowledgment of the receipt
      of a risk disclosure statement, a written agreement to transactions involving
      penny stocks, and a signed and dated copy of a written suitability statement.
      These disclosure requirements may have the effect of reducing the trading
      activity in the secondary market for a stock such as our common stock if it
      is
      subject to the penny stock rules.

     

    The
      Public Market for IMMS’s Common Stock is Minimal. IMMS’s
      common stock is thinly-traded on the OTC Bulletin Board, meaning that the number
      of persons interested in purchasing its common shares at or near ask prices
      at
      any given time may be relatively small or non-existent. This situation is
      attributable to a number of factors, including the fact that IMMS is a small
      company which is relatively unknown to stock analysts, stock brokers,
      institutional investors and others in the investment community that generate
      or
      influence sales volume, and that even if we came to the attention of such
      persons, they tend to be risk-averse and would be reluctant to follow an
      unproven company such as EV’s or purchase or recommend the purchase of IMMS’s
      shares until such time as we became more seasoned and viable. As a consequence,
      there may be periods of several days or more when trading activity in IMMS’s
      shares is minimal or non-existent, as compared to a seasoned issuer which has
      a
      large and steady volume of trading activity that will generally support
      continuous sales without an adverse effect on share price. There can be no
      assurance that a broader or more active public trading market for IMMS’s common
      shares will develop or be sustained, or that current trading levels will be
      sustained. Due to these conditions, IMMS can give investors no assurance that
      they will be able to sell their shares at or near ask prices or at
      all.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    The
      price of IMMS’s common stock is highly volatile.
      If the
      Proposed Reorganization with EV is successful, it is anticipated that IMMS’s
      stock price will be volatile and the value of your shares may be subject to
      sudden decreases. It is anticipated that IMMS’s common stock price will be
      volatile. IMMS’s common stock price may fluctuate due to factors relating to the
      closing of the Proposed Reorganization such as:

    


    
      	 	
              ·

            	
              actual
                or anticipated fluctuations in its quarterly and annual operating
                results;

            


    

    


    
      	 	
              ·

            	
              actual
                or anticipated product constraints;

            


    

    


    
      	 	
              ·

            	
              decreased
                demand for our products resulting from changes in consumer
                preferences;

            


    

    


    
      	 	
              ·

            	
              product
                and services announcements by us or our
                competitors;

            


    

    


    
      	 	
              ·

            	
              loss
                of any of our key executives;

            


    

    


    
      	 	
              ·

            	
              regulatory
                announcements, proceedings or
                changes;

            


    

    


    
      	 	
              ·

            	
              announcements
                in the rental car community;

            


    

    


    
      	 	
              ·

            	
              competitive
                product developments;

            


    

    


    
      	 	
              ·

            	
              intellectual
                property and legal developments;

            


    

    


    
      	 	
              ·

            	
              mergers
                or strategic alliances in the rental car
                industry;

            


    

    


    
      	 	
              ·

            	
              any
                business combination we may propose or
                complete;

            


    

    


    
      	 	
              ·

            	
              any
                financing transactions we may propose or complete;
                or

            


    

    


    
      	 	
              ·

            	
              broader
                industry and market trends unrelated to its
                performance.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _____________,
      2008 by and among IMMS, Inc., a Nevada corporation (the “Company”), (ii) each
      person listed on Exhibit
      A
      attached
      hereto (collectively, the “Initial Investors” and each individually, an “Initial
      Investor”), and (iii) each person or entity that subsequently becomes a party to
      this Agreement pursuant to, and in accordance with, the provisions of Section
      8
      hereof (collectively, the “Investor Permitted Transferees” and each individually
      an “Investor Permitted Transferee”).

     

    WHEREAS,
      the Company has agreed to issue and sell to the Initial Investors (the
“Offering”), and the Initial Investors have agreed to purchase from the Company,
      units of the Company’s securities consisting of a minimum of $500,000 and up to
      a maximum of $2,000,000 principal amount of convertible debentures (the
      Convertible Debentures”), convertible into shares (the “Debenture Shares”) of
      the Company's common stock, $0.001 par value per share (the “Common Stock”), and
      a minimum of 250,000 and up to a maximum of 1,000,000 common stock purchase
      warrants (the “Warrants”), exercisable into shares of the Company's Common Stock
      (the “Warrant Shares”), all upon the terms and conditions set forth in that
      certain Term Sheet dated March 6, 2008, as amended, modified or supplemented
      (the “Term Sheet”);

     

    WHEREAS,
      the terms of the Term Sheet provide that it shall be a condition precedent
      to
      the closing of the transactions there under, for the Company and the Initial
      Investors to execute and deliver this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound hereby, agree as follows:

     

    SECTION
      1. Definitions.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

     

    "Advice"
      shall
      have the meaning set forth in Section 4.

     

    "Affiliate"
      means
      any Person that, directly or indirectly, through one or more intermediaries,
      controls or is controlled by or is under common control with the Person
      specified. For purposes of this definition, control of a Person means the power,
      direct or indirect, to direct or cause the direction of the management and
      policies of such Person, whether by contract, through the ownership of voting
      securities, or otherwise, and the terms "controlling" and "controlled" have
      meanings correlative to the foregoing; provided,
      however,
      that in
      no event shall the Investor be deemed an Affiliate of the Company.

     

    "Business
      Day"
      means
      any day that is not a Saturday, a Sunday or a legal holiday on which banking
      institutions in the State of California are not required to be
      open.

     

    "Capital
      Stock"
      means,
      with respect to the Company, any and all shares, interests, participations
      or
      other equivalents (however designated) of capital stock issued by the Company,
      including each class of common stock and preferred stock of the
      Company.

     

    "Common
      Stock"
      means
      the Common Stock, par value $0.001 per share, of the Company or any other shares
      of capital stock or other securities of the Company into which such shares
      of
      Common Stock shall be reclassified or changed, including by reason of a merger,
      consolidation, reorganization or recapitalization. If the Common Stock has
      been
      so reclassified or changed, or if the Company pays a dividend or makes a
      distribution on the Common Stock in shares of capital stock, or subdivides
      (or
      combines) its outstanding shares of Common Stock into a greater (or smaller)
      number of shares of Common Stock, a share of Common Stock shall be deemed to
      be
      such number of shares of stock and amount of other securities to which a holder
      of a share of Common Stock outstanding immediately prior to such change,
      reclassification, exchange, dividend, distribution, subdivision or combination
      would be entitled.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    "Company"
      has the
      meaning set forth in the introductory clauses.

     

    "Consulting
      Agreement"
      has the
      meaning set forth in the introductory clauses.

     

    "Effectiveness
      Period"
      has the
      meaning set forth in Section 2(g).

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the SEC promulgated thereunder.

     

    "Holdback
      Period"
      has the
      meaning set forth in Section 3.

     

    "Indemnified
      Party"
      has the
      meaning set forth in Section 7(c).

     

    "Indemnifying
      Party"
      has the
      meaning set forth in Section 7(c).

     

    "Interruption
      Period"
      has the
      meaning set forth in Section 4.

     

    “Investors”
shall
      mean, collectively, the Initial Investors and the Investor Permitted
      Transferees; provided, however, that the term “Investors” shall not include any
      of the Initial Investors or any of the Investor Permitted Transferees that
      ceases to own or hold any Purchased Shares or Warrant Shares.

     

    "Losses"
      has the
      meaning set forth in Section 7(a).

     

    "Person"
      means
      any individual, corporation, partnership, joint venture, association,
      joint-stock company, trust, unincorporated organization or government or any
      agency or political subdivision thereof.

     

    "Piggyback
      Registration"
      has the
      meaning set forth in Section 2(a).

     

    "Prospectus"
      means
      the prospectus included in any Registration Statement (including a prospectus
      that discloses information previously omitted from a prospectus filed as part
      of
      an effective registration statement in reliance upon Rule 430A), as amended
      or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Shares covered by such Registration
      Statement and all other amendments and supplements to such prospectus, including
      post-effective amendments, and all material incorporated by reference or deemed
      to be incorporated by reference in such prospectus.

     

    "Registrable
      Shares"
      means
      the Debenture Shares and the Warrant Shares unless (i) they have been
      effectively registered under Section 5 of the Securities Act and disposed of
      pursuant to an effective Registration Statement, (ii) such securities can be
      freely sold and transferred without restriction under Rule 144 or any other
      restrictions under the Securities Act or (iii) such securities have been
      transferred pursuant to Rule 144 under the Securities Act or any successor
      rule
      such that, after any such transfer referred to in this clause (iii), such
      securities may be freely transferred without restriction under the Securities
      Act.

     

    "Registration"
      means
      registration under the Securities Act of an offering of Registrable Shares
      pursuant to a Piggyback Registration.

     

    "Registration
      Statement"
      means
      any registration statement under the Securities Act of the Company that covers
      any of the Registrable Shares pursuant to the provisions of this Agreement,
      including the related Prospectus, all amendments and supplements to such
      registration statement, including pre-effective amendments and post-effective
      amendments, all exhibits thereto and all material incorporated by reference
      or
      deemed to be incorporated by reference in such registration
      statement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    "SEC"
      means
      the Securities and Exchange Commission.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      SEC
      promulgated thereunder.

     

    "Underwritten
      Registration or Underwritten Offering"
      means a
      registration under the Securities Act in which securities of the Company are
      sold to an underwriter for reoffering to the public.

     

    SECTION
      2. Piggyback
      Registration.

     

    (a) Right
      to Piggyback.
      If at
      any time after the date hereof, the Company proposes to file a registration
      statement under the Securities Act with respect to a public offering of
      securities of the same type as the Registrable Shares, whether as a result
      of a
      primary or secondary offering of such securities or pursuant to registration
      rights granted to holders of other such securities of the Company (other than
      a
      registration statement (i) on Form S-4 or Form S-8 or any successor forms
      thereto, or (ii) filed solely in connection with a dividend reinvestment plan
      or
      employee benefit plan covering officers or directors of the Company or its
      Affiliates) or for the account of any holder of securities of the same type
      as
      the Registrable Shares or the securities into which the Registrable Securities
      then are convertible (to the extent that the Company has the right to include
      Registrable Shares in any registration statement to be filed by the Company
      on
      behalf of such holder), then the Company shall give written notice of such
      proposed filing to the Investors at least thirty (30) days before the
      anticipated filing date. Such notice shall offer the Investors the opportunity
      to register such amount of Registrable Shares as they may request (a
      "Piggyback
      Registration").
      Subject to Section 2(b), the Company shall include in each such Piggyback
      Registration all Registrable Shares with respect to which the Company has
      received written requests for inclusion therein within fifteen (15) days after
      notice has been given to the Investors. Each Investor shall be permitted to
      withdraw all or any portion of the Registrable Shares of such Investor from
      a
      Piggyback Registration at any time prior to the effective date of such Piggyback
      Registration.

     

    (b) Priority
      on Primary Registration.
      If a
      Piggyback Registration is an Underwritten Registration on behalf of the Company
      and the managing underwriter(s) of such offering advise the Company in writing
      that in their opinion the number of securities requested to be included in
      such
      registration exceeds the number which can reasonably be sold in such offering,
      then the Company shall include in such registration: (i) first, the securities
      that the Company proposes to sell, (ii) second, the shares of the Company
      requested by the Investors to be included therein (pro rata
      in
      accordance with the number of Registrable Shares requested by the Investor
      to be
      included in such registration). If the managing underwriter of such offering
      subsequently advises the Company in writing that the number of securities which
      can be sold exceeds the number of securities included in the offering, the
      Company shall include in the registration, first, the securities that the
      Company proposes to sell, and second, such Registrable Shares that the Investors
      had originally requested be included in the registration and third, such other
      securities originally proposed for inclusion in such registration.

     

    (c) Priority
      on Secondary Registrations.
      If a
      Piggyback Registration is an Underwritten Registration on behalf of holders
      of
      the Company's securities holders other than the Investor(s) of the Registrable
      Shares and the managing underwriter(s) of such offering advise the Company
      in
      writing that in their opinion the number of securities requested to be included
      in such registration exceeds the number which can reasonably be sold in such
      offering, then the Company shall include in such registration: (i) first, if
      such registration is being made on behalf of other stockholders of the Company
      exercising demand registration rights, then the securities so requested to
      be
      included therein in accordance with such demand registration rights, and (ii)
      second, the Registrable Shares requested by the Investors to be included in
      such
      registration and other securities requested to be included in such registration
      (pro rata
      in
      accordance with the number of Registrable Shares requested by each Investor
      and
      holders of such other securities to be included in such registration). If the
      managing underwriter of such offering subsequently advises the Company in
      writing that the number of securities which can be sold exceeds the number
      of
      securities included in the offering, the Company shall include in the
      registration such additional securities that the Investors of the Registrable
      Shares and other holders of securities had originally requested to be included
      in the registration (pro rata
      in
      accordance with the number of Registrable Shares requested by each Investor
      and
      holders of such other securities to be included in such
      registration).


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (d) Right
      To Abandon.
      Nothing
      in this Section 2 shall create any liability on the part of the Company to
      the
      Investors if the Company in its sole discretion should decide not to file a
      registration statement proposed to be filed pursuant to Section 2(a) or to
      withdraw such registration statement subsequent to its filing, regardless of
      any
      action whatsoever that an Investor may have taken, whether as a result of the
      issuance by the Company of any notice hereunder or otherwise.

     

    SECTION
      3. Holdback
      Agreement.
      If (i)
      during the Effectiveness Period, the Company shall file a registration statement
      (other than in connection with the registration of securities issuable pursuant
      to an employee stock option, stock purchase or similar plan or pursuant to
      a
      merger, exchange offer or a transaction of the type specified in Rule 145(a)
      under the Securities Act) with respect to the Common Stock or similar securities
      or securities convertible into, or exchangeable or exercisable for, such
      securities and (ii) with reasonable prior notice, the Company (in the case
      of a
      non-underwritten public offering by the Company pursuant to such registration
      statement) advises the Investors in writing that a public sale or distribution
      of such Registrable Shares would materially adversely affect such offering
      or
      the managing underwriter or underwriters (in the case of an underwritten public
      offering by the Company pursuant to such registration statement) advises the
      Company in writing (in which case the Company shall notify the Investors) that
      a
      public sale or distribution of Registrable Shares would materially adversely
      impact such offering, then each Investor shall, to the extent not inconsistent
      with applicable law, refrain from, and agree in a writing to the Company and
      the
      underwriter or underwriters to refrain from, effecting any public sale or
      distribution of Registrable Shares during the ten (10) days prior to the
      effective date of such registration statement and until the earliest of (A)
      the
      abandonment of such offering, (B) ninety (90) days from the effective date
      of
      such registration statement and (C) if such offering is an underwritten
      offering, the termination in whole or in part of any "hold back" period obtained
      by the underwriter or underwriters in such offering from the Company in
      connection therewith (each such period, a "Holdback
      Period").

     

    SECTION
      4. Registration
      Procedures.
      In
      connection with the registration obligations of the Company pursuant to and
      in
      accordance with Section 2 (and subject to Section 2), the Company shall use
      commercially reasonable efforts to effect such registration to permit the sale
      of such Registrable Shares in accordance with the intended method or methods
      of
      disposition thereof, and pursuant thereto the Company shall as expeditiously
      as
      possible (but subject to Section 2):

     

    (a) prepare
      and file with the SEC a Registration Statement for the sale of the Registrable
      Shares on any form for which the Company then qualifies or which counsel for
      the
      Company shall deem appropriate in accordance with such Investors' intended
      method or methods of distribution thereof, subject to the Company's right to
      terminate or abandon a registration pursuant to Section 2(c), use commercially
      reasonable efforts to cause such Registration Statement to become effective
      and
      remain effective as provided herein; provided,
      however,
      that
      the Company shall permit the Investors and their counsel to review the
      Registration Statement within a reasonable period of time prior to filing the
      Registration Statement with the SEC and not file the Registration Statement
      in a
      form to which such counsel reasonably objects;


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (b) prepare
      and file with the SEC such amendments (including post-effective amendments)
      to
      such Registration Statement, and such supplements to the related Prospectus,
      as
      may be required by the rules, regulations or instructions applicable to the
      Securities Act during the applicable period in accordance with the intended
      methods of disposition specified by the Investors of the Registrable Shares
      covered by such Registration Statement, make generally available earnings
      statements satisfying the provisions of Section 11(a) of the Securities Act
      (provided that the Company shall be deemed to have complied with this clause
      if
      it has complied with Rule 158 under the Securities Act), and cause the related
      Prospectus as so supplemented to be filed pursuant to Rule 424 under the
      Securities Act; provided,
      however,
      that
      before filing any amendments or supplements to the Registration Statement,
      the
      Company shall permit the Investors of Registrable Shares covered by such
      Registration Statement and their counsel to review such amendment or supplement
      within a reasonable period of time prior to filing such amendment or supplement
      with the SEC and not file such amendment or supplement in a form to which such
      counsel reasonably objects;

     

    (c) notify
      the Investors of any Registrable Shares covered by such Registration Statement
      promptly and (if requested) confirm such notice in writing, (i) when a
      Prospectus or any Prospectus supplement or post-effective amendment has been
      filed, and, with respect to such Registration Statement or any post-effective
      amendment, when the same has become effective; provided,
      however,
      that
      the Company will not request acceleration of effectiveness without prior notice
      to the Investors' counsel, (ii) of any request by the SEC for amendments or
      supplements to such Registration Statement or the related Prospectus or for
      additional information regarding such Investors, (iii) of the issuance by the
      SEC of any stop order suspending the effectiveness of such Registration
      Statement or the initiation of any proceedings for that purpose, (iv) of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable Shares
      for sale in any jurisdiction or the initiation or threatening of any proceeding
      for such purpose, and (v) of the happening of any event that requires the making
      of any changes in such Registration Statement, Prospectus or documents
      incorporated or deemed to be incorporated therein by reference so that they
      will
      not contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading;

     

    (d) use
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of such Registration Statement, or the lifting of any
      suspension of the qualification or exemption from qualification of any
      Registrable Shares for sale in any jurisdiction in the United
      States;

     

    (e) furnish
      to the Investors of any Registrable Shares covered by such Registration
      Statement, and each managing underwriter, if any, without charge, one conformed
      copy of such Registration Statement, as declared effective by the SEC, and
      of
      each post-effective amendment thereto, in each case including financial
      statements and schedules and all exhibits and reports incorporated or deemed
      to
      be incorporated therein by reference; and deliver, without charge, such number
      of copies of the preliminary prospectus, any amended preliminary prospectus,
      each final Prospectus and any post-effective amendment or supplement thereto,
      as
      such Investor may reasonably request in order to facilitate the disposition
      of
      the Registrable Shares of such Investor covered by such Registration Statement
      in conformity with the requirements of the Securities Act;

     

    (f) prior
      to
      any public offering of Registrable Shares covered by such Registration
      Statement, use commercially reasonable efforts to register or qualify such
      Registrable Shares for offer and sale under the securities or Blue Sky laws
      of
      such jurisdictions as the Investors of such Registrable Shares shall reasonably
      request in writing; provided,
      however,
      that
      the Company shall in no event be required to qualify generally to do business
      as
      a foreign corporation or as a dealer in any jurisdiction where it is not at
      the
      time so qualified or to execute or file a general consent to service of process
      in any such jurisdiction where it has not theretofore done so or to take any
      action that would subject it to general service of process or taxation in any
      such jurisdiction where it is not then subject;

     

    (g) upon
      the
      occurrence of any event contemplated by clause (v) of 4(c), prepare a supplement
      or post-effective amendment to such Registration Statement or the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference and file any other required document so that, as thereafter delivered
      to the purchasers of the Registrable Shares being sold thereunder, such
      Prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading;


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (h) use
      commercially reasonable efforts to cause all Registrable Shares covered by
      such
      Registration Statement to be listed on each securities exchange or automated
      interdealer quotation system, if any, on which similar securities issued by
      the
      Company are then listed or quoted;

     

    (i) on
      or
      before the effective date of such Registration Statement, provide the transfer
      agent of the Company for the Registrable Shares with printed certificates for
      the Registrable Shares covered by such Registration Statement, which are in
      a
      form eligible for deposit with The Depository Trust Company; and

     

    (j) if
      such
      offering is an Underwritten Offering, enter into such agreements (including
      an
      underwriting agreement in form, scope and substance as is customary in
      underwritten offerings) and take all such other appropriate and reasonable
      actions requested by the Investors of a majority of the Registrable Shares
      being
      sold in connection therewith (including those reasonably requested by the
      managing underwriters) in order to expedite or facilitate the disposition of
      such Registrable Shares, and in such connection, (i) use commercially reasonable
      efforts to obtain opinions of counsel to the Company and updates thereof (which
      counsel and opinions (in form, scope and substance) shall be reasonably
      satisfactory to the managing underwriters and counsel to the Investors of the
      Registrable Shares being sold), addressed to each selling Investor of
      Registrable Shares covered by such Registration Statement and each of the
      underwriters as to the matters customarily covered in opinions requested in
      underwritten offerings and such other matters as may be reasonably requested
      by
      such counsel and underwriters, (ii) use commercially reasonable efforts to
      obtain "cold comfort" letters and updates thereof from the independent certified
      public accountants of the Company (and, if necessary, any other independent
      certified public accountants of any subsidiary of the Company or of any business
      acquired by the Company for which financial statements and financial data are,
      or are required to be, included in the Registration Statement), addressed to
      each selling holder of Registrable Shares covered by the Registration Statement
      (unless such accountants shall be prohibited from so addressing such letters
      by
      applicable standards of the accounting profession) and each of the underwriters,
      such letters to be in customary form and covering matters of the type
      customarily covered in "cold comfort" letters in connection with underwritten
      offerings, and (iii) if requested and if an underwriting agreement is entered
      into, provide indemnification provisions and procedures substantially to the
      effect set forth in Section 7 hereof with respect to all parties to be
      indemnified pursuant to such Section. The above shall be done at each closing
      under such underwriting or similar agreement, or as and to the extent required
      thereunder.

     

    The
      Company may require each Investor of Registrable Shares covered by a
      Registration Statement to furnish such information regarding such Investor
      and
      such Investor's intended method of disposition of such Registrable Shares as
      it
      may from time to time reasonably request in writing. If any such information
      is
      not furnished within a reasonable period of time after receipt of such request,
      the Company may exclude such Investor's Registrable Shares from such
      Registration Statement, provided,
      however,
      the
      Company shall hold in confidence and not make any disclosure of information
      concerning the Investor provided to the Company unless (a) disclosure of such
      information is necessary to comply with federal or state securities laws, (b)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (c) the release of
      such
      information is ordered pursuant to a subpoena or other order from a court or
      governmental body of competent jurisdiction or is otherwise required by
      applicable law or legal process, (d) such information has been made generally
      available to the public other than by disclosure in violation of this or any
      other agreement (to the knowledge of the Company), or (e) the Investor consents
      to the form and content of any such disclosure. The Company agrees that it
      shall, upon learning that disclosure of such information concerning the Investor
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to the Investor prior to making such
      disclosure, and allow the Investor, at its expense, to undertake appropriate
      action to prevent disclosure of, or to obtain a protective order for, such
      information.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Each
      Investor of Registrable Shares covered by a Registration Statement agrees that,
      upon receipt of any notice from the Company of the happening of any event of
      the
      kind described in clauses (ii), (iii), (iv) or (v) of Section 4(c), that such
      Investor shall forthwith discontinue disposition of any Registrable Shares
      covered by such Registration Statement or the related Prospectus until receipt
      of the copies of the supplemented or amended Prospectus contemplated by Section
      4(g), or until such Investor is advised in writing (the "Advice")
      by the
      Company that the use of the applicable Prospectus may be resumed, and has
      received copies of any amended or supplemented Prospectus or any additional
      or
      supplemental filings which are incorporated, or deemed to be incorporated,
      by
      reference in such Prospectus (such period during which disposition is
      discontinued being an "Interruption
      Period")
      and,
      if requested by the Company, the Investor shall deliver to the Company (at
      the
      expense of the Company) all copies then in its possession, other than permanent
      file copies then in such holder's possession, of the Prospectus covering such
      Registrable Shares at the time of receipt of such request.

     

    Each
      Investor covered by a Registration Statement further agrees not to utilize
      any
      material other than the applicable current preliminary prospectus or Prospectus
      in connection with the offering of such Registrable Shares.

     

    SECTION
      5. Registration
      Expenses.
      Whether
      or not any Registration Statement is filed or becomes effective, the Company
      shall pay all costs, fees and expenses incident to the Company's performance
      of
      or compliance with this Agreement, including (i) all registration and filing
      fees, including NASD filing fees, (ii) all fees and expenses of compliance
      with
      securities or Blue Sky laws, including reasonable fees and disbursements of
      counsel in connection therewith, (iii) printing expenses (including expenses
      of
      printing certificates for Registrable Shares and of printing prospectuses if
      the
      printing of prospectuses is requested by the Investors or the managing
      underwriter, if any), (iv) messenger, telephone and delivery expenses, (v)
      fees
      and disbursements of all independent certified public accountants of the Company
      (including expenses of any "cold comfort" letters required in connection with
      this Agreement) and all other persons retained by the Company in connection
      with
      such Registration Statement, (vi) fees and disbursements of underwriters
      customarily paid by the issuers or sellers of securities and (vii) all other
      costs, fees and expenses incident to the Company's performance or compliance
      with this Agreement. Notwithstanding the foregoing, the fees and expenses of
      any
      persons retained by any Investor, and any discounts, commissions or brokers'
      fees or fees of similar securities industry professionals and any transfer
      taxes
      relating to the disposition of the Registrable Shares by an Investor, will
      be
      payable by such Investor and the Company will have no obligation to pay any
      such
      amounts.

     

    SECTION
      6. Underwriting
      Requirements.

     

    (a) In
      the
      case of any Underwritten Offering, pursuant to a Piggyback Registration, the
      Board of Directors of the Company shall select the institution or institutions
      that shall manage or lead such offering. No Investor shall be entitled to
      participate in an Underwritten Offering unless and until such Investor has
      entered into an underwriting or other agreement (including a "holdback
      agreement" to the effect set forth in Section 3) with such institution or
      institutions for such offering in such form as the Company and such institution
      or institutions shall determine.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    SECTION
      7. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, without limitation as to time, indemnify and hold harmless,
      to
      the full extent permitted by law, each Investor of Registrable Shares whose
      Registrable Shares are covered by a Registration Statement or Prospectus, the
      officers, directors and agents and employees of each of them, each Person who
      controls each such Investor (within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act) and the officers, directors, agents
      and
      employees of each such controlling person, to the fullest extent lawful, from
      and against any and all losses, claims, damages, liabilities, judgment, costs
      (including, without limitation, costs of preparation and reasonable attorneys'
      fees) and expenses (collectively, "Losses"),
      as
      incurred, arising out of or based upon (i) any violation or alleged violation
      by
      the Company of the Securities Act, the Exchange Act, or any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of securities, or (ii)
      any
      untrue or alleged untrue statement of a material fact contained in a
      Registration Statement or Prospectus or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or based upon any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein not misleading, except insofar as
      the
      same are based upon information furnished in writing to the Company by or on
      behalf of such Investor expressly for use therein; provided,
      however,
      that
      the Company shall not be liable to any such Investor to the extent that any
      such
      Losses arise out of or are based upon an untrue statement or alleged untrue
      statement or omission or alleged omission made in any preliminary prospectus
      if
      (A) having previously been furnished by or on behalf of the Company with copies
      of the Prospectus, such Investor failed to send or deliver a copy of the
      Prospectus with or prior to the delivery of written confirmation of the sale
      of
      Registrable Shares by such Investor to the person asserting the claim from
      which
      such Losses arise and (B) the Prospectus would have corrected in all material
      respects such untrue statement or alleged untrue statement or such omission
      or
      alleged omission; and provided,
      further,
      however, that the Company shall not be liable in any such case to the extent
      that any such Losses arise out of or are based upon an untrue statement or
      alleged untrue statement or omission or alleged omission in the Prospectus,
      if
      (x) such untrue statement or alleged untrue statement, omission or alleged
      omission is corrected in all material respects in an amendment or supplement
      to
      the Prospectus and (y) having previously been furnished by or on behalf of
      the
      Company with copies of the Prospectus as so amended or supplemented, such
      Investor thereafter fails to deliver such Prospectus as so amended or
      supplemented, prior to or concurrently with the sale of Registrable
      Shares.

     

    (b) Indemnification
      by Holder of Registrable Shares.
      In
      connection with any Registration Statement in which an Investor is
      participating, such Investor shall furnish to the Company in writing such
      information as the Company reasonably requests for use in connection with such
      Registration Statement or the related Prospectus and agrees to indemnify, to
      the
      full extent permitted by law, the Company, its directors, officers, agents
      or
      employees, each Person who controls the Company (within the meaning of Section
      15 of the Securities Act and Section 20 of the Exchange Act) and the directors,
      officers, agents or employees of such controlling Persons, from and against
      all
      Losses arising out of or based upon any untrue or alleged untrue statement
      of a
      material fact contained in such Registration Statement or the related Prospectus
      or any amendment or supplement thereto, or any preliminary prospectus, or
      arising out of or based upon any omission or alleged omission of a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, to the extent, but only to the extent, that such untrue or alleged
      untrue statement or omission or alleged omission is based upon any information
      so furnished in writing by or on behalf of such Investor to the Company
      expressly for use in such Registration Statement or Prospectus, provided,
      however,
      that
      the indemnification obligations of the Investor pursuant to this Section 7(b)
      shall be limited to a maximum amount equal to the cash proceeds actually
      received by the Investor pursuant to any public offering of securities in
      connection with such Registration Statement.


    
      
        
        

      

      
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    (c) Conduct
      of Indemnification Proceedings.
      If any
      Person shall be entitled to indemnity hereunder (an "Indemnified
      Party"),
      such
      Indemnified Party shall give prompt notice to the party from which such
      indemnity is sought (the "Indemnifying
      Party")
      of any
      claim or of the commencement of any proceeding with respect to which such
      Indemnified Party seeks indemnification or contribution pursuant hereto;
provided,
      however,
      that
      the delay or failure to so notify the Indemnifying Party shall not relieve
      the
      Indemnifying Party from any obligation or liability except to the extent that
      the Indemnifying Party has been prejudiced by such delay or failure. The
      Indemnifying Party shall have the right, exercisable by giving written notice
      to
      an Indemnified Party promptly after the receipt of written notice from such
      Indemnified Party of such claim or proceeding, to assume, at the Indemnifying
      Party's expense, the defense of any such claim or proceeding, with counsel
      reasonably satisfactory to such Indemnified Party; provided,
      however,
      that
      (i) an Indemnified Party shall have the right to employ separate counsel in
      any
      such claim or proceeding and to participate in the defense thereof, but the
      fees
      and expenses of such counsel shall be at the expense of such Indemnified Party
      unless: (1) the Indemnifying Party agrees to pay such fees and expenses; (2)
      the
      Indemnifying Party fails promptly to assume the defense of such claim or
      proceeding or fails to employ counsel reasonably satisfactory to such
      Indemnified Party; or (3) the named parties to any proceeding (including
      impleaded parties) include both such Indemnified Party and the Indemnifying
      Party, and such Indemnified Party shall have been advised by counsel that there
      may be one or more legal defenses available to it that are inconsistent with
      those available to the Indemnifying Party or that a conflict of interest is
      likely to exist among such Indemnified Party and any other indemnified parties
      (in which case the Indemnifying Party shall not have the right to assume the
      defense of such action on behalf of such Indemnified Party); and (ii) subject
      to
      clause (3) above, the Indemnifying Party shall not, in connection with any
      one
      such claim or proceeding or separate but substantially similar or related claims
      or proceedings in the same jurisdiction, arising out of the same general
      allegations or circumstances, be liable for the fees and expenses of more than
      one firm of attorneys (together with appropriate local counsel) at any time
      for
      all of the indemnified parties. Whether or not such defense is assumed by the
      Indemnifying Party, such Indemnified Party shall not be subject to any liability
      for any settlement made without its consent. The Indemnifying Party shall not
      consent to entry of any judgment or enter into any settlement that does not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to such Indemnified Party of a release, in form and substance reasonably
      satisfactory to the Indemnified Party, from all liability in respect of such
      claim or litigation for which such Indemnified Party would be entitled to
      indemnification hereunder.

     

    (d) Contribution.
      If the
      indemnification provided for in this Section 7 is unavailable to an Indemnified
      Party in respect of any Losses (other than in accordance with its terms), then
      each applicable Indemnifying Party, in lieu of indemnifying such Indemnified
      Party, shall contribute to the amount paid or payable by such Indemnified Party
      as a result of such Losses, in such proportion as is appropriate to reflect
      the
      relative fault of the Indemnifying Party, on the one hand, and such Indemnified
      Party, on the other hand, in connection with the actions, statements or
      omissions that resulted in such Losses as well as any other relevant equitable
      considerations. The relative fault of such Indemnifying Party, on the one hand,
      and Indemnified Party, on the other hand, shall be determined by reference
      to,
      among other things, whether any action in question, including any untrue
      statement of a material fact or omission or alleged omission to state a material
      fact, has been taken by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent any
      such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include any legal or other fees or expenses
      incurred by such party in connection with any investigation or proceeding.
      The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 7(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take account of the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 7(d), an Indemnifying Party
      that
      is an Investor shall not be required to contribute any amount which is in excess
      of the amount by which the total proceeds received by such Investor from the
      sale of the Registrable Shares sold by such Investor (net of all underwriting
      discounts and commissions) exceeds the amount of any damages that such
      Indemnifying Party has otherwise been required to pay by reason of such untrue
      or alleged untrue statement or omission or alleged omission. No person guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any Person who was not
      guilty of such fraudulent misrepresentation.

     

    SECTION
      8. Transfer
      of Registration Rights.
      None of
      the rights of any Investor under this Agreement shall be transferred or assigned
      to any person unless such person agrees to become a party to, and bound by,
      all
      of the terms and conditions of, this Agreement by duly executing and delivering
      to the Company an Instrument of Adherence in the form attached as Exhibit
      B
      hereto.
      None of the rights of any Investor under this Agreement shall be transferred
      or
      assigned to any Person that acquires Registrable Shares in the event that and
      to
      the extent that such Person is eligible to resell such Registrable Shares
      pursuant to Rule 144(k) of the Securities Act or may otherwise resell such
      Registrable Shares pursuant to an exemption from the registration provisions
      of
      the Securities Act.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    SECTION
      9. Miscellaneous.

     

    (a) Termination.
      This
      Agreement and the obligations of the Company and the Investors hereunder (other
      than Section 7) shall terminate on the first date on which no Registrable Shares
      remain outstanding.

     

    (b) No
      Inconsistent Agreements.
      The
      Company shall not on or after the date of this Agreement enter into any
      agreement with respect to its securities which is inconsistent with or limits
      or
      impairs the rights granted to the Investor in this Agreement or otherwise
      conflicts with the provisions hereof.

     

    (c) Adjustments
      Affecting Registrable Shares.
      The
      Company shall not take any action, or permit any change to occur, with respect
      to the Registrable Shares which would adversely affect the ability of the
      Investors to include such Registrable Shares in a registration undertaken
      pursuant to this Agreement.

     

    (d) Notices.
      Whenever notice is required to be given under this Agreement, unless otherwise
      provided herein, such notice shall be given in accordance with Section _ of
      the
      Consulting Agreement.

     

    (e) Separability.
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforcibility shall not affect the
      remaining provisions hereof which shall remain in full force and
      effect.

     

    (f) Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, devisees, legatees, legal representatives,
      successors and assigns.

     

    (g) Entire
      Agreement.
      This
      Agreement represents the entire agreement between the parties relating to the
      subject matter hereof. This Agreement alone fully and completely expresses
      the
      agreement of the parties relating to the subject matter hereof. There are no
      other courses of dealing, understandings, agreements, representations or
      warranties, written or oral, except as set forth herein.

     

    (h) Amendments
      and Waivers.
      Except
      as otherwise provided herein, the provisions of this Agreement may not be
      amended, modified or supplemented, and waivers or consents to departures from
      the provisions hereof may not be given, unless the Company has obtained the
      written consent of holders of at least a majority in number of the Registrable
      Shares then outstanding.

     

    (i) Publicity.
      No
      public release or announcement concerning the transactions contemplated hereby
      shall be issued by any party without the prior consent of the other parties,
      except to the extent that such party is advised by counsel that such release
      or
      announcement is necessary or advisable under applicable law or the rules or
      regulations of any securities exchange, in which case the party required to
      make
      the release or announcement shall to the extent practicable provide the other
      party with an opportunity to review and comment on such release or announcement
      in advance of its issuance.

     

    (j) Expenses.
      Whether
      or not the transactions contemplated hereby are consummated, except as otherwise
      provided herein, all costs and expenses incurred in connection with the
      execution of this Agreement shall be paid by the party incurring such costs
      or
      expenses, except as otherwise set forth herein.


    
      
        
        

      

      
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    (k) Interpretation.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this
      Agreement.

     

    (l) Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument. The parties hereto, and their respective successors and assigns,
      are
      hereby authorized to rely upon the signature of each person and entity on this
      letter, which are delivered by facsimile, as constituting a duly authorized,
      irrevocable, actual, current delivery of this letter with original ink
      signatures of each such person and entity.

     

    (m) Governing
      Law.
      This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the substantive laws of the State of Nevada, without giving effect to any
      conflicts of law rule or principle that might require the application of the
      laws of another jurisdiction.

     

    (n) Calculation
      of Time Periods.
      Except
      as otherwise indicated, all periods of time referred to herein shall include
      all
      Saturdays, Sundays and holidays; provided,
      however,
      that if
      the date to perform the act or give any notice with respect to this Agreement
      shall fall on a day other than a Business Day, such act or notice may be timely
      performed or given if performed or given on the next succeeding Business
      Day.

     

    (o) Further
      Assurances.
      Each
      party agrees to execute any and all documents and to perform such other acts
      as
      may be necessary or expedient to further the purposes of this Agreement and
      the
      transactions contemplated hereby.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      and year first written above at. Los Angeles, California.

     

    
      	 	
              IMMS,
                INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Name
      and Address


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Instrument
      of Adherence

    


    Reference
      is hereby made to that certain Registration Rights Agreement, dated as of
      [____________], 2008, among IMMS, Inc., a Nevada corporation (the “Company”),
      the Initial Investors and the Investor Permitted Transferees, as amended and
      in
      effect from time to time (the “Registration Rights Agreement”). Capitalized
      terms used herein without definition shall have the respective meanings ascribed
      thereto in the Registration Rights Agreement.

    


    The
      undersigned, in order to become the owner or holder of [___________] shares
      of
      common stock, par value $0.001 per share (the “Common Stock”), of the Company,
      hereby agrees that, from and after the date hereof, the undersigned has become
      a
      party to the Registration Rights Agreement in the capacity of an Investor
      Permitted Transferee, and is entitled to all of the benefits under, and is
      subject to all of the obligations, restrictions and limitations set forth in,
      the Registration Rights Agreement that are applicable to Investor Permitted
      Transferees. This Instrument of Adherence shall take effect and shall become
      a
      part of the Registration Rights Agreement immediately upon
      execution.

    


    Executed
      under seal as of the date set forth below under the laws of
      ___________________.

    


    


    
      	 	
              Signature:

            	
               

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    Accepted:

    


    Company
      Name


    


    
      	
              By:

            	
               

              
                

              

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      	
              Date:

            	
               

              
                

              

            


    

    


    
      
        
        

      

      
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