GENERAL
      RELEASE AND MEMBERSHIP INTEREST ISSUANCE AGREEMENT

     

    This
      General Release and Membership Interest Issuance Agreement (the “Agreement”)
      is
      made and entered into as of
      July 8,
      2008 (the “Effective Date”) by
      and
      between Auto
      Acquisition Inc., a
      Delaware corporation (“AAI”),
      Brian
      M. Wood,
      an
      individual (“Wood”),
      and
EV
      Rental Cars, LLC,
      a
      California limited liability company (the “Company”)
      (collectively, the “Parties”).

     

    RECITALS

     

    A. Wood
      is
      presently employed by AAI. 

     

    B. Pursuant
      to an agreement and plan of merger being negotiated by and between the Company
      and IMMS, Inc., a Nevada corporation (“IMMS”),
      the
      Company is contemplating a reorganization whereby a wholly-owned subsidiary
      of
      IMMS would be merged with and into the Company, with the Company being the
      surviving entity and becoming a wholly-owned subsidiary of IMMS (the
“Proposed
      Merger”).

     

    C. The
      Company is assembling a new senior management team to manage IMMS after the
      closing of the Proposed Merger and desires to secure Wood’s employment prior to
      the closing of the Proposed Merger.

     

    D. Wood
      desires to become employed by IMMS after the closing of the Proposed Merger
      according to the terms and conditions of the employment agreement attached
      as
Exhibit“A”
      hereto
      (the “Employment
      Agreement”).
      

     

    E. AAI
      desires to release the Company, IMMS and Wood from any and all obligations
      owed
      to AAI, including those obligations arising from Wood’s employment with AAI, and
      from any restrictions (contractual or otherwise) of Wood being employed by
      IMMS,
      the Company, or any of their respective affiliates.

     

    F. In
      consideration of Wood’s execution of the Employment Agreement, and the execution
      of this Agreement by the Parties, the Company desires to issue limited liability
      company membership interests to AAI.

     

    NOW,
      THEREFORE,
      for and
      in consideration of the mutual covenants and promises set forth herein and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties hereby agree as follows:

     

    1. Execution
      of Employment Agreement.
      Wood
      shall execute the Employment Agreement concurrently with the execution of this
      Agreement. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2. Release.
      Subject
      to the execution of the Employment Agreement by Wood, and except for any
      obligations created under this Agreement, AAI, on behalf of itself, its assigns,
      agents, insurers, employees, partners, members, shareholders, representatives,
      accountants, attorneys, guarantors, predecessors, successors and all other
      persons or entities acting by, through, or in concert with it (the “Releasing
      Parties”),
      hereby fully release and discharge the Company, IMMS and Wood of and from any
      and all obligations owed to the Releasing Parties, including those obligations
      arising from Wood’s employment with AAI, and from any restrictions (contractual
      or otherwise) of Wood being employed by IMMS, the Company, or any of their
      respective affiliates, any actions, causes of action, in law or equity, in
      contract or in tort, under the statutes or laws of the United States or any
      state or other jurisdictions, lawsuits and all necessary and indispensable
      counterclaims, debts, claims, contracts, agreements, promises, liability,
      claims, demands, obligations, or damages the Releasing Parties have against
      the
      Company, IMMS and Wood as of the date of this Agreement. The releases set forth
      in this paragraph are and shall be complete, irrevocable and unconditional
      releases with respect to the matters being released, including both known and
      unknown claims, and the Releasing Parties hereby release all rights reserved
      to
      them under statutes of any jurisdiction that might restrict or limit the release
      of unknown claims.

     

    3. Waiver
      of California Civil Code Section 1542.
      The
      Releasing Parties acknowledge that they have been made aware of and expressly
      waive any and all rights under Section 1542 of the California Civil Code, which
      provides as follows:

     

    “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his or her favor at the time of executing the release,
      which
      if known to him or her must have materially affected his or her settlement
      with
      the debtor.”

    


    The
      Releasing Parties waive and release any rights that either may have under
      Section 1542 to the full extent that all such rights may lawfully be waived.
      The
      Releasing Parties each understand and acknowledge that the significance and
      consequence of this waiver of Section 1542 is that (a) even if a Party should
      eventually suffer additional damage, loss or injury arising out of the facts
      and
      circumstances of this Agreement, Wood’s employment with the Company or the
      termination of Wood’s employment with AAI, the Releasing Parties will not be
      able to make any claim for those damages, losses or injuries; and (b) the
      Releasing Parties will not be able to make any claim for any damage, loss or
      injury which may exist as of the date of this Agreement, but which the Releasing
      Parties may not know or realize to exist and which if known, would materially
      affect the Releasing Parties’ decision to execute this Agreement, regardless of
      whether that lack of knowledge is the result of ignorance, oversight, error,
      negligence or any other cause.

    


    4. Voluntary
      Release. This
      Agreement and the releases included herein are freely and voluntarily
executed
      by the Releasing Parties, after having been apprised of all relevant information
      and applicable
      law. The Releasing Parties, in executing this Agreement, have not relied upon
      any inducements, promises
      or representations made by any other Party, their representatives or their
      attorneys or advisors which have
      not
      been specifically incorporated in writing into the terms of this Agreement.
      The
      Releasing Parties have read
      this
      Agreement and have had its terms and consequences explained by their respective
      attorneys, or if they
      have
      not consulted with an attorney, have waived this right and voluntarily accept
      the Agreement,
      with its terms and consequences, as written. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5. Issuance
      of Company Membership Interests.
      Provided
      that (i) Wood executes the Employment Agreement, (ii) this Agreement has been
      executed by all Parties, and (iii) the representations and warranties and other
      information provided in paragraphs 6 through 9 below are true and accurate
      as of
      the Effective Date and remain true and accurate as if the date of the issuance
      by the Company of the membership interests, the Company agrees to issue limited
      liability company membership interests equivalent to 8.130081% of the Company
      (the “Company
      Membership Interests”)
      to AAI
      immediately prior to the closing of the Proposed Merger. The releases, issuance
      of the Company Membership Interests, execution of the Employment Agreement
      by
      Wood and any other transactions contemplated by this Agreement shall be deemed
      to have occurred immediately prior to the closing of the Proposed Merger, if
      the
      closing of the Proposed Merger shall occur. Notwithstanding anything to the
      contrary contained herein, if the Proposed Merger shall not have closed by
      July
      31, 2008, this Agreement and the Employment Agreement shall be null and void,
      and the Company shall not be obligated to issue the Company Membership Interests
      to AAI. If and when the Proposed Merger closes, it is the understanding of
      the
      Parties that the Company Membership Interests would be substantially equivalent
      to 1,500,000 shares of restricted IMMS common stock; however, there can be
      no
      assurance that the Proposed Merger will close and the Company expressly makes
      no
      representations or warranties to that effect. 

     

    6. AAI
      Representations and Warranties.
      AAI
      represents and warrants to, and covenants with, the Company as
      follows:

     

    a. AAI
      has
      received and had the opportunity to review documents containing current
      information on the Company, and has been given access to full and complete
      information regarding the Company, and has utilized such access to AAI’s
      satisfaction for the purpose of obtaining such information regarding the Company
      as the AAI has requested; and, particularly, AAI has been given reasonable
      opportunity to ask questions of, and receive answers from, representatives
      of
      the Company concerning the terms and conditions of the offering of the Company
      Membership Interests and to obtain any additional information, to the extent
      available;

     

    b. Except
      for information heretofore furnished to AAI, no representations or warranties
      have been made to AAI by the Company, any selling agent of the Company, or
      any
      agent, employee, or affiliate of the Company or such selling agent;

     

    c. AAI
      believes that an investment in the Company Membership Interests is suitable
      for
      AAI based upon AAI’s investment objectives and financial needs. AAI (i) has
      adequate means for providing for AAI’s current financial needs and personal
      contingencies; (ii) has no need for liquidity in this investment; (iii) at
      the
      present time, can afford a complete loss of such investment; and (iv) does
      not
      have an overall commitment to investments which are not readily marketable
      that
      is disproportionate to AAI’s net worth, and AAI’s investment in the Company
      Membership Interests will not cause such overall commitment to become
      excessive;

     

    d. AAI
      has
      such knowledge and experience in financial and business matters that AAI is
      capable of evaluating the merits and risk of an investment in the Company
      Membership Interests and has the net worth to undertake such risks;

     

    e. AAI
      was
      not offered or sold the Company Membership Interests, directly or indirectly,
      by
      means of any form of general advertising or general solicitation, including,
      but
      not limited to, the following: (1) any advertisement, article, notice or other
      communication published in any newspaper, magazine, or similar medium of or
      broadcast over television or radio; or (2) to the knowledge of the undersigned,
      any seminar or meeting whose attendees had been invited by any general
      solicitation or general advertising;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    f. AAI
      has
      obtained, to the extent AAI deems necessary, AAI’s own personal professional
      advice with respect to the risks inherent in the investment in the Company
      Membership Interests, and the suitability of an investment in the Company
      Membership Interests in light of AAI’s financial condition and investment
      needs;

     

    g. AAI
      recognizes that the Company Membership Interests as an investment involves
      a
      high degree of risk;

     

    h. AAI
      understands that the Company’s determination that the exemption from the
      registration provisions of the Securities Act of 1933, as amended (the
“Act”),
      which
      is based upon non-public offerings and applicable to the offer and sale of
      the
      Company Membership Interests, is based, in part, upon the representations,
      warranties, and agreements made by AAI herein; and AAI consents to the
      disclosure of any such information, and any other information furnished to
      the
      Company, to any governmental authority, self-regulatory organization, or, to
      the
      extent required by law, to any other person; 

     

    i. AAI
      realizes that (i) the investment in the Company Membership Interests is a
      long-term investment; (ii) AAI must bear the economic risk of investment for
      an
      indefinite period of time because the Company Membership Interests have not
      been
      registered under the Act or under the securities laws of any state and,
      therefore, the Company Membership Interests cannot be resold unless they are
      subsequently registered under said laws or exemptions from such registrations
      are available; (iii) there is presently no public market for the Company
      Membership Interests and AAI may be unable to liquidate AAI’s investment in the
      event of an emergency, or pledge the Company Membership Interests as collateral
      for a loan; and (iv) the transferability of the Company Membership Interests
      is
      restricted and (A) requires conformity with the restrictions contained in
      paragraph 7 below and (B) legends will be placed on the instruments representing
      the Company Membership Interests referring to the applicable restrictions on
      transferability;

     

    j. AAI
      was
      not organized for the specific purpose of acquiring the Company Membership
      Interests; 

     

    k. This
      Agreement has been duly authorized by all necessary action on the part of AAI,
      has been duly executed by an authorized officer or representative of AAI, and
      is
      a legal, valid and binding obligation of AAI enforceable in accordance with
      its
      terms; and

     

    l. AAI
      has
      such knowledge and experience in financial and business matters so as to be
      capable of evaluating the merits and risks of an investment in the Company
      Membership Interests and protecting AAI’s own interests in this transaction, and
      does not desire to utilize the services of any other person in connection with
      evaluating such merits and risks.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7. Restricted
      Nature of the Company Membership Interests.
      AAI has
      been advised and understands that (a) the Company Membership Interests have
      not
      been registered under the Act or applicable state securities laws and that
      the
      Company Membership Interests are being offered and sold pursuant to exemptions
      from such laws; (b) information provided to AAI may not have been filed with
      or
      reviewed by certain state securities administrators because of the limited
      nature of the offering; ( c) the Company is under no obligation to register
      the
      Company Membership Interests under the Act or any state securities laws or
      to
      take any action to make any exemption from any such registration provisions
      available. AAI represents and warrants that the Company Membership Interests
      are
      being acquired for AAI’s own account and for investment purposes only, and
      without the intention of reselling or redistributing the same; AAI has made
      no
      agreement with others regarding any of the Company Membership Interests; and
      AAI’s financial condition is such that it is not likely that it will be
      necessary to dispose of any of such Company Membership Interests in the
      foreseeable future. AAI is aware that, in the view of the Securities and
      Exchange Commission, a purchase of such securities with an intent to resell
      by
      reason of any foreseeable specific contingency or anticipated change in market
      value, or any change in the condition of the Company, or in connection with
      a
      contemplated liquidation settlement of any loan obtained for the acquisition
      of
      such securities and for which such securities were pledged, would represent
      an
      intent inconsistent with the representations set forth above. AAI further
      represents and agrees that if, contrary to the foregoing intentions, AAI should
      later desire to dispose of or transfer any of such securities in any manner,
      AAI
      shall not do so unless and until (i) said Company Membership Interests shall
      have first been registered under the Act and all applicable securities laws;
      or
      (ii) AAI shall have first delivered to the Company a written notice declaring
      such holder’s intention to effect such transfer and describe in sufficient
      detail the manner and circumstances of the proposed transfer, which notice
      shall
      be accompanied, at the request of the Company, by a written opinion of legal
      counsel who shall be reasonably satisfactory to the Company which opinion shall
      be addressed to the Company and reasonably satisfactory in form and substance
      to
      the Company’s counsel, to the effect that the proposed sale or transfer is
      exempt from the registration provisions of the Act and all applicable state
      securities laws.

     

    8. Residence.
      AAI
      represents and warrants that AAI is a bona fide resident of, is domiciled in
      and
      received the offer and made the decision to invest in the Company Membership
      Interests in the state of Delaware and the Company Membership Interests are
      being acquired by AAI in AAI’s name solely for AAI’s own beneficial interest and
      not as nominee for, or on behalf of, or for the beneficial interest of, or
      with
      the intention to transfer to, any other person, trust or organization.


     

    9. Investor
      Qualification.
      AAI
      represents and warrants that AAI is an accredited investor, as such term is
      defined in Rule 501 as promulgated under the Act, as amended, and comes within
      at least one category marked below, and that for any category marked AAI has
      truthfully set forth the factual basis or reason AAI comes within that category.
      AAI agrees to furnish any additional information which the Company deems
      necessary in order to verify the answers set forth below.

     

    Category
      I _____ AAI is an
      organization described in Section 501(c)(3) of the Internal Revenue Code, a
      corporation, a limited liability company, Massachusetts or similar business
      trust, or a partnership, with total assets in excess of $5,000,000, and which
      was not
      formed
      for the specific purpose of acquiring the Percentage Interests, and which is
      one
      of the following:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ___
      a
      corporation; or

    ___
      a
      limited liability company; or

    ___
      a
      partnership; or

    ___
      a
      business trust; or

    ___
      a
      tax-exempt organization described in Section 501(c)(3) of the  Internal
      Revenue Code of 1986, as amended.

    


    
      	
              _______________________________

            
	
              _______________________________

            
	
              _______________________________(describe
                entity)

            


    

    


    
      	
              ____________

            	 
	
              (Initial)

            	 


    

    


    Category
      II _____ AAI is an entity in which all of the equity owners are Accredited
      Investors because each of the equity owners is at least one of the
      following:

    


    
      	
              ____________

            	 
	
              (Initial)

            	 


    

    


    (a)
      ___
an
      individual (not a partnership, corporation, etc.) whose individual net worth,
      or
      joint net worth with the individual’s spouse, presently exceeds
      $1,000,000.

    


    Explanation.
      In
      calculation of net worth the individual may include equity in personal property
      and real estate, including the individual’s principal residence, cash, short
      term investments, stocks and securities. Equity in personal property and real
      estate should be based on the fair market value of such property less debt
      secured by such property.

    


    (b)
      ___
      an individual (not a partnership, corporation, etc.) who had an individual
      income in excess of $200,000 in each of the two most recent years or joint
      income with that person's spouse in excess of $300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year.

    


    (c)
      ___ a
      bank as defined in Section 3(a)(2) of the Act or a savings and loan association
      or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting
      in its individual or fiduciary capacity; a broker or dealer registered pursuant
      to Section 15 of the Securities Exchange Act of 1934; an insurance company
      as
      defined in Section 2(13) of the Act; an investment company registered under
      the
      Investment Company Act of 1940 or a business development company as defined
      in
      Section 2(a)(48) of that Act; a Small Business Investment Company licensed
      by
      the U.S. Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958; a plan established and maintained by a state,
      its political subdivisions, or any agency or instrumentality of a state or
      its
      political subdivisions, for the benefit of its employees if such plan has total
      assets in excess of $5,000,000; or an employee benefit plan within the meaning
      of the Employee Retirement Income Security Act of 1974 (“ERISA”),
      if
      the investment decision is made by a plan fiduciary, as defined in Section
      3(21)
      of ERISA, which fiduciary is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee benefit
      plan has total assets in excess of $5,000,000 or, if a self-directed plan,
      with
      investment decisions made solely by persons that are Accredited
      Investors.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (d)
      ___ a
      private business development company as defined in Section 202(a)(22) of the
      Investment Advisers Act of 1940.

    


    (e)
      ___
      an organization described in Section 501(c)(3) of the Internal Revenue Code,
      a
      corporation, Massachusetts or similar business trust, or a partnership, with
      total assets in excess of $5,000,000, and which was not
      formed
      for the specific purpose of acquiring the Percentage Interests, and which is
      one
      of the following:

    


    ___
      a
      corporation; or

    ___
      a
      partnership; or

    ___
      a
      business trust; or

    ___
      a
      tax-exempt organization described in Section 501(c)(3) of the  Internal
      Revenue Code of 1986, as amended.

    


    
      	
              _______________________________

            
	
              _______________________________

            
	
              _______________________________(describe
                entity)

            


    

    


    (f)
      ___ a
      trust, with total assets in excess of $5,000,000 not formed for the specific
      purpose of acquiring the Company Membership Interests whose purchase is directed
      by a person who has knowledge and experience in financial and business matters
      that he is capable of evaluating the merits and risks of an investment in
      Company Membership Interests.

    


    (g)
      ___
      an executive officer or director of the Company.

    


    (h)
      ___
      an entity in which all of the equity owners are Accredited Investors.


    


    10. Reliance
      on Representations.
      AAI
      understands the meaning and legal consequences of the representations,
      warranties, agreements, covenants, and confirmations set out above and agrees
      that the subscription made hereby may be accepted in reliance thereon. AAI
      agrees to indemnify and hold harmless the Company and any selling agent
      (including for this purpose their employees, and each person who controls either
      of them within the meaning of Section 20 of the Securities Exchange Act of
      1934,
      as amended) from and against any and all loss, damage, liability or expense,
      including reasonable costs and attorney’s fees and disbursements, which the
      Company, or such other persons may incur by reason of, or in connection with,
      any representation or warranty made herein not having been true when made.
      any
      misrepresentation made by AAI or any failure by AAI to fulfill any of the
      covenants or agreements set forth herein, or in any other document provided
      by
      AAI to the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    AAI
      MUST
      LOOK SOLELY TO, AND RELY ON, ITS OWN ADVISORS WITH RESPECT TO THE TAX
      CONSEQUENCES OF INVESTING IN THE COMPANY MEMBERSHIP INTERESTS.

     

    11. Indemnification
      of IMMS and the Company by Releasing Parties.
      The
      Releasing Parties shall
      indemnify and hold harmless IMMS, the Company and their members,
      shareholders, partners, parents, subsidiaries, affiliates, officers,
      directors, employees, agents, successors and assigns from and against any
      damages, claims, costs, losses, liabilities, expenses or obligations (including,
      without limitation, interest, penalties, costs of preparation and investigation,
      reasonable attorneys’, accountants’ and other professional advisors’ fees and
      associated expenses) incurred or suffered by the the IMMS or the Company,
      directly or indirectly, as a result of Wood’s execution of the Employment
      Agreement or any breach of this Agreement by the Releasing Parties.


     

    12. Notices.
      All
      notices or other communications hereunder shall be in writing and shall be
      deemed to have been duly given if delivered personally or mailed by certified
      or
      registered mail, return receipt requested, postage prepaid, as
      follows:

     

    If
      to
      AAI:

    Attention:
      Brian M. Wood, President/CEO

    2325
      Country View Glen

    Escondido,
      California 92026

     

    If
      to
      Wood:

    2325
      Country View Glen

    Escondido,
      California 92026

     

    If
      to the
      Company:

    Attention:
      Jeff Pink

    5500
      West
      Century Boulevard

    Los
      Angeles, CA 90045

    


    13. General
      Provisions.

     

    a. General
      Interpretation. The
      terms
      and conditions of this Agreement have been negotiated
      by the Parties hereto and the language used in this Agreement shall be deemed
      to
      be the language chosen by the Parties hereto to express their mutual intent.
      This Agreement shall be construed without regard to any presumption or rule
      requiring construction against the Party causing such instrument or any portion
      thereof to be drafted, or in favor of the Party receiving a particular benefit
      under the Agreement. No rule of strict construction will be applied against
      any
      Party.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    b. Signatures –Counterparts.  This
      Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. This Agreement shall
      not
      be effective until the execution and
      delivery between each of the Parties of at least one set of counterparts. The
      Parties authorize each
      other to detach and combine original signature pages and consolidate them into
      a
      single identical
      original. Any of such completely executed counterparts shall be sufficient
      proof
      of this Agreement.
      Facsimile
      copies of signature pages shall be effective and enforceable as
      originals.

     

    c. Captions,
      Headings and Exhibits. The
      captions and headings of this Agreement
      are for convenience only and have no force and effect in the interpretation
      or
      construction of
      this
      Agreement. All exhibits attached hereto are by this reference incorporated
      herein as though fully
      set
      forth in this Agreement. 

     

    d. Severability. If
      any
      term, provision, covenant or condition of this Agreement shall
      be
      or become illegal, null, void or against public policy, or shall be held by
      any
      court of competent
      jurisdiction to be illegal, null or void or against public policy, the remaining
      provisions of this
      Agreement shall remain in full force and effect and shall not be affected,
      impaired or invalidated thereby. The term, provision, covenant or condition
      that
      is so invalidated, voided or held to be unenforceable
      shall be modified or changed by the Parties to the extent possible to carry
      out
      the intentions
      and directives set forth in this Agreement provided however this Agreement
      shall
      be void, in its entirety, if the consideration herefor fails, is rescinded,
      cancelled, or declared void or unenforceable for any reason.

     

    e. Assignment
      of this Agreement.  No
      Party
      shall have the right to assign its rights or delegate any of
      its
      obligations or duties under this Agreement without the express written consent
      of all of the other Parties. 

     

    f. Successors
      and Assigns.  Except
      as
      restricted herein, this Agreement shall be binding
      on and shall inure to the benefit of the Parties and their respective legal
      representatives, successors and assigns.

     

    g. Waiver. The
      waiver of any breach of any provision hereunder by any Party to this
      Agreement shall not be deemed to be a waiver of any preceding or subsequent
      breach hereunder, nor
      shall
      any waiver constitute a continuing waiver. No waiver shall be binding unless
      executed in writing by the Party making the waiver.

     

    h. Governing
      Law.
      This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the substantive laws of the State of California, without giving effect to any
      conflicts of law rule or principle that might require the application of the
      laws of another jurisdiction. Each Party hereto hereby irrevocably submits
      to
      the exclusive jurisdiction of the state
      and
      federal courts
      of
      the State of California in any such action, suit or proceeding, and agrees
      that
      any such action, suit or proceeding shall be brought only in such courts with
      venue for all purposes to be proper only in the state
      and
      federal courts located in Los Angeles County, California
      (and
      waives any objection based on forum
      non conveniens
      or any
      other objection to venue therein); provided, however, that such consent to
      jurisdiction shall not be deemed to be a general submission to the jurisdiction
      of said courts or in the State of California other than for such
      purpose.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    i. Attorneys’
      Fees. 
      If any
      action at law or equity, including an action for declaratory relief, is brought
      to enforce the provisions of this Agreement, the prevailing Party
      shall be entitled to recover reasonable attorneys’ fees, incurred in bringing
      such action
      and/or enforcing any judgment granted therein, all of which shall be deemed
      to
      have accrued upon
      the
      commencement of the action and shall be paid whether or not such action is
      prosecuted to judgment.
      The attorneys’ fees to be awarded the prevailing Party may be determined by
the
      court
      in the same action or in a separate action brought for that purpose. Any
      judgment or order entered in such action shall contain a specific provision
      providing for the recovery of reasonable attorneys’ fees and costs incurred in
      enforcing such judgment. The award of attorneys’ fees shall not be
      computed in accordance with any court schedule, but shall be made so as to
      fully
      reimburse the prevailing
      Party for all reasonable attorneys’ fees, paralegal fees, experts fees, costs
      and expenses incurred in good faith, regardless of the size of the judgment,
      it
      being the intention of the Parties to compensate the prevailing Party for all
      reasonable attorneys’ fees, paralegal fees, experts fees, costs and expenses
      paid or incurred in good faith. For purposes of this section, attorneys’ fees
      shall include, without limitation, attorneys’ fees, paralegal fees, costs and
      expenses incurred in relation to any of the following: investigation,
      litigation, post judgment motions; contempt proceedings; garnishment, levy
      and
      debtor or
      third-Party examinations; discovery; and bankruptcy litigation.

     

    j. No
      Third Party Rights. Nothing
      in this Agreement, whether express or implied,
      is intended to confer any rights or remedies under or by reason of this
      Agreement on any persons other than the Parties hereto and their respective
      successors and assigns, nor is anything in this Agreement intended to relieve
      or
      discharge the obligations or liability of any third persons to any Party to
      this
      Agreement, nor shall any provision give any third persons any right of
      subrogation or action
      over or against any Party to this Agreement.

     

    k. No
      Precedent. This
      Agreement is
      not
      intended to be, nor shall it be construed as, an interpretation of any
preexisting
      agreement and shall not be used as evidence, or in any other manner, in any
      court or
      dispute
      resolution proceeding (with the exception of an action or proceeding to enforce
      the terms of this
      Agreement) to create, prove or interpret the obligations of any Party hereto
      or
      any of its individual
      members, associates, successors or predecessors under any other agreement with
      a
      Party or
      any
      non-Party to this Agreement.

     

    l. Entire
      Agreement and Amendment. In
      conjunction with the matters considered
      herein, this Agreement and the Employment Agreement contain the entire
      understanding and agreement of the Parties
      and
      there have been no promises, representations, agreements, warranties or
      undertakings by any of the Parties, either oral or written, of any character
      or
      nature, hereafter binding except as set forth
      herein. This Agreement may be altered, amended or modified only by an instrument
      in writing, executed
      by the Parties to this Agreement and by no other means. Each Party waives its
      right to claim, contest or assert that this Agreement was modified, canceled,
      superseded or changed by any oral agreement, course of conduct, waiver or
      estoppel.

     

    m. Survival
      of Representations, Warranties and Covenants. Each
      of
      the representations,
      warranties and covenants and agreements set forth in this Agreement shall
      survive the execution, delivery and performance of the obligations of and under
      this Agreement.

     

    
      
        
        

      

      
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    n. Additional
      Actions.
      Each
      Party agrees to do all acts and things to make, execute and deliver such written
      instruments and documents, as shall from time to time, be reasonably necessary
      to carry out the terms, provisions and intentions of this
      Agreement.

     

    [Signature
      Page follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
      entered into as of the Effective Date.

     

    
      	
              AUTO
                ACQUISITION, INC.

              a
                Delaware corporation

            	 	
              BRIAN
                M. WOOD

              an
                individual

            
	 	 	 
	/s/
              Brian M. Wood	 	/s/
              Brian M. Wood
	
              By:
                Brian M. Wood

              Its:
                President/CEO

            	 	 
	 	 	 
	
              EV
                RENTAL CARS, LLC

              a
                California limited liability company

            	 	 
	 	 	 
	/s/ Jeffrey
              S. Pink	 	 
	
              By:
                Jeffrey S. Pink

              Its:
                Manager

            	 	 


    

    


    
      
        
        

      

      
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    EXHIBIT
      “A” TO GENERAL RELEASE AND MEMBERSHIP INTEREST
      ISSUANCE

    AGREEMENT

     

    Employment
      Agreement of Brian Wood with IMMS, Inc. 

     

    
      
        
        

      

      
        13