Filed by sedaredgar.com - EV Transportation, Inc. - Exhibit 10.5






SECURITY AGREEMENT

          THIS
SECURITY AGREEMENT (this “Agreement”) is made and entered into as of
October 9, 2008 by and among EV RENTAL CARS, LLC, a California limited
liability company, with an address of 5500 West Century Boulevard, Los Angeles,
California, 90045 (the “Debtor”), in favor of PLETHORA PARTNERS
LLC, a California limited liability company with an address of 2049 Century
Park East, Suite 3670, Los Angeles, California 90067 (the “Secured
Party”) (Debtor and Secured Party, collectively the “Parties”). 

RECITALS

          A.
Secured Party has agreed to make a $300,000 loan to Debtor as evidenced by the
Secured Promissory Note attached hereto as Exhibit A (the
“Note”).

          B. To
further secure the performance of Debtor’s obligations under the Note, Debtor
has agreed to execute, deliver and perform this Agreement and to grant to
Secured Party, for the benefit of Secured Party, the security interest in the
collateral described below.

         
NOW, THEREFORE, for and in consideration of the mutual
covenants and promises set forth herein and for good and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
including, without limitation, enabling Debtor to obtain the loan evidenced by
the Note, the Parties hereby agrees as follows:

         
Section 1. Definitions. All capitalized terms used
herein shall have the meanings assigned to them below. Except as otherwise
defined, terms defined in the Uniform Commercial Code shall have the meanings
set forth therein.

                   
1.1 Collateral. See Section 2.

                   
1.2 Contracts. All rights and benefits under all
contracts and agreements.

                   
1.3 Encumbrance. Any mortgage, pledge, security
interest, lien or other charge or encumbrance of any kind or nature upon or with
respect to any property.

                   
1.4 Event of Default. Has the meaning set forth in the
Note.

                   
1.5 Guaranty. That certain Guaranty Agreement, dated as
of the date hereof, executed by Parent in favor of Secured Party and pursuant to
which Parent agreed to guarantee the Obligations of Debtor under the Note and
the other Loan Documents.

                   
1.6 Loan Documents. The Note together with the Note
Purchase Agreement, the Security Agreement, the Guaranty and the Warrant and any
other instrument or agreement securing payment of the Note or related
thereto.

                   
1.7 Note. As defined in the Recitals hereto.

                   
1.8 Note Purchase Agreement. That certain Secured
Promissory Note and Warrant Purchase Agreement dated as of the date hereof
between Debtor, Parent and Secured Party. 

                   
1.9 Obligations. All obligations of Debtor under the
Note, this Agreement, or any of the other Loan Documents.

                   
1.10 Parent. EV Transportation, Inc., a Nevada
corporation.

                   
1.11 Proceeds. Includes (a) whatever is acquired upon
the ultimate sale or disposition of the Collateral, (b) to the extent of the
value of the Collateral, claims arising out of the loss or damage to the
Collateral, and (c) to the extent of the value of the Collateral and to the
extent payable to Debtor or Secured Party, insurance payable by reason of the
loss or damage to the Collateral.




                   
1.12 Uniform Commercial Code or UCC. The Uniform
Commercial Code as in effect in the State of California.

                   
1.13 Warrant. That certain Common Stock Purchase
Warrant, dated as of the date hereof, issued by Parent to Secured Party.

         
Section 2. Grant of Security Interest. To secure the
payment and performance of the Obligations, Debtor hereby assigns and pledges to
Secured Party a security interest in all of Debtor’s rights, title and interest
in, and grants to Secured Party a continuing security interest in (collectively,
the “Security Interest”), any Toyota hybrid vehicles that are purchased
by the Debtor, in whole or in part, using all or any portion of the amount
loaned by Secured Party to Debtor under the Note, together with all Proceeds of
such Toyota hybrid vehicles (the “Collateral”). The Toyota hybrid
vehicles comprising the Collateral shall be listed on Schedule I (as such
Schedule may be amended or supplemented from time to time by the Parties).

THIS AGREEMENT CONSTITUTES AN AUTHENTICATED RECORD WHICH
AUTHORIZES SECURED PARTY TO FILE SUCH FINANCING STATEMENTS AS SECURED PARTY
DETERMINES AS APPROPRIATE TO PERFECT OR PROTECT THE SECURITY INTEREST IN THE
COLLATERAL CREATED BY THIS AGREEMENT, SUBJECT TO THE PROVISIONS OF SECTION 4
BELOW.

         
Section 3. Termination and Release of Security Interest.
Upon Debtor’s performance and fulfillment of the Obligations, this Agreement
shall automatically terminate and Secured Party shall immediately and without
notice or demand from Debtor execute such documentation and take such other acts
and steps as are necessary to immediately release its Security Interest in the
Collateral. 

         
Section 4. Second Position Security Interest. The
Security Interest granted under this Agreement shall be junior and subject to
the purchase money security interest (such security interest, a “First
Priority Security Interest”) assigned, pledged or granted by Debtor
in any of the Toyota hybrid vehicles comprising the Collateral to Toyota, (any
such holder of a First Priority Security Interest, a “First Priority
Holder”), until such time as any such First Priority Security Interest is
released. Secured Party shall not file a financing statement or a copy of this
Agreement in lieu of any such financing statement or otherwise perfect the
Security Interest granted under this Agreement until after any First Priority
Holder shall have filed a financing statement or otherwise perfected its First
Priority Security Interest. Debtor will use its best efforts to ensure that (a)
the First Priority Holder’s First Priority Security Interest in the Collateral
does not exceed $700,000 and (b) the First Priority Holder perfects its security
interest in the Collateral on or before October ___, 2008. If the Security
Interest granted under this Agreement is perfected prior to the perfection of
any First Priority Security Interest or otherwise becomes senior to any such
First Priority Security Interest prior to the date that such First Priority
Security Interest is released, Secured Party shall immediately and without
notice or demand from Debtor execute such documentation and take such other acts
and steps as are necessary to immediately subordinate the Security Interest to
the First Priority Security Interest or to otherwise cause the Security Interest
to be junior and subject to any First Priority Security Interest.

         
Section 5. Authorized Action by Secured Party.

                   
5.1 Debtor hereby irrevocably appoints Secured Party as its
attorney-in-fact to do (but Secured Party shall not be obligated to and shall
not incur any liability to Debtor or any third party for failure so to do), upon
an Event of Default and while such Event of Default is continuing, any act which
Debtor is obligated by this Agreement to do, and to exercise such rights and
powers as Debtor might exercise with respect to the Collateral, including,
without limitation, the right to:

                   
(a) collect by legal proceedings or otherwise and endorse, receive and receipt
for all payments, proceeds and other sums and property now or hereafter payable
on or in respect of proceeds and other sums and property now or hereafter
payable on or in respect of the Collateral, including dividends, profits and
interest payments;

2




                   
(b) enter into any extension, reorganization, deposit, merger or consolidation
agreement or other agreement pertaining to the Collateral, and in connection
therewith may deposit or surrender control of the Collateral thereunder, accept
other property in exchange therefor, and do and perform such acts and things as
it may deem proper, and any money or property secured in exchange therefor shall
be applied to the Obligations or held by Secured Party pursuant to the
provisions of the Loan Documents;

                   
(c) protect and preserve the Collateral;

                   
(d) transfer the Collateral to its own or its nominee’s name; and

                   
(e) take such action, as shall be authorized in the Loan Documents.

                   
5.2 All the foregoing powers authorized herein, being coupled
with an interest, are irrevocable so long as any Obligations are
outstanding.

         
Section 6. Representations, Warranties and Covenants.
Debtor makes the following representations and warranties, and agrees to the
following covenants, each of which representations, warranties and covenants
shall be continuing and in force so long as this Agreement is in effect:

                   
6.1 Name; Debtor/Collateral Location. Debtor’s state of
organization or incorporation, state organizational identification number, chief
executive office, principal place of business, offices, all warehouses and
premises where Collateral is stored or located, and the locations of all of its
books and records concerning the Collateral are set forth on Exhibit B
hereto.

                   
6.2 Vehicles: Maintenance and Use, Payment of Taxes.
Debtor will keep the Collateral in good order and repair, will not use
the same in violation of law or any policy of insurance thereon, and will pay
promptly when due all taxes and assessments on the Collateral or on its use or
operation.

                   
6.3 Representations in Note Purchase Agreement. The
representations and warranties set forth in Section 2 of the Note Purchase
Agreement as they relate to Debtor or to the Loan Documents to which Debtor is a
party, each of which is hereby incorporated herein by reference, are true and
correct, and shall be incorporated by reference herein as if they were fully set
forth herein, provided that each reference in each such representation
and warranty to the Company’s knowledge shall, for the purposes of this Section
6.3, be deemed to be a reference to Debtor’s knowledge.

                   
6.4 Title; No Other Encumbrances. Except for the First
Priority Security Interest granted to the First Priority Holder and the Security
Interest granted to Secured Party pursuant to this Agreement, Debtor owns each
item of the Collateral free and clear of any and all Encumbrances or claims,
options or rights of others. No financing statement or other public notice with
respect to all or any part of the Collateral is on file or of record in any
public office, except such as have been filed in favor of Secured Party pursuant
to this Agreement or as are permitted by this Agreement in favor of the First
Priority Holder.

                   
6.5 Perfected First Priority Encumbrances. This
Agreement is effective to create in favor of Secured Party a legal, valid and
enforceable security interest in the Collateral. Upon completion of the filings
specified herein, the Security Interest created by this Agreement together with
such filings shall constitute a fully perfected security interest in all right,
title and interest of Secured Party in the Collateral as security for the
Obligations, in each case prior and superior in right to any other Person except
for the First Priority Holder as permitted by this Agreement and the Loan
Documents.

                   
6.6 Performance of Contracts. Debtor will: (i) fulfill,
perform and observe each and every condition, covenant and obligation of Debtor
contained in the Contracts, and owed with respect to all other Collateral and
keep all licenses, permits, operating permits, and related Contracts, effective,
current, valid and in good standing; (ii) give prompt (but in no event later
than ten (10) days after Debtor's receipt of same) notice to Secured Party of
any notice, claim or demand under or with respect to any of the Collateral by or
from any party or 

3




other person or entity including any governmental agency; (iii)
enforce the performance and observance of each and every material covenant and
condition of the Contracts to be performed and/or observed; (iv) appear in and
defend any action claim, proceeding, hearing, investigation or procedure which
will or may impair or adversely affect any part or all of the Collateral or the
rights, title, benefits, uses, or availability thereof or thereunder or the
ownership, obligations or liabilities of Debtor thereunder; and (v) not modify,
amend or terminate any Contract in any manner or form which would impair or
adversely affect the Security Interest of Secured Party in any of the
Collateral.

                   
6.7 Payment of Obligations. Debtor will pay and
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all taxes, assessments and governmental charges
or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including claims for labor,
materials and supplies) against or with respect to the Collateral, except that
no such charge need be paid if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings, reserves in conformity with
GAAP with respect thereto have been provided on the books of Debtor (to the
extent such reserves are required by GAAP) and such proceedings could not
reasonably be expected to result in the sale, forfeiture or loss of any material
portion of the Collateral or any material interest therein

                   
6.8 Maintenance of Perfected Security Interest; Further
Documentation. Debtor shall maintain the Security Interest created
by this Agreement as a perfected security interest having at least the priority
described in Section 6.5 and shall defend such Security Interest against the
claims and demands of all Persons whomsoever. Debtor will furnish to Secured
Party from time to time statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as Secured Party may reasonably request, all in reasonable detail. At
any time and from time to time, upon the written request of Secured Party, and
at the sole expense of Debtor, Debtor will promptly and duly execute and
deliver, and, if applicable, have recorded, such further instruments and
documents and take such further actions as Secured Party may reasonably request
for the purpose of obtaining or preserving the full benefits of this Agreement
and of the rights and powers herein granted, including (i) the filing of any
financing or continuation statements under the UCC (or other similar laws) in
effect in any jurisdiction with respect to the security interests created hereby
and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit
Rights and any other relevant Collateral, taking any actions necessary to enable
Secured Party to obtain “control” (within the meaning of the applicable UCC)
with respect thereto.

                   
6.9 Changes in Locations, Name, etc.
Debtor will not, except upon 30 days’ prior written notice to Secured Party and
delivery to Secured Party of all additional financing statements and other
documents reasonably requested by Secured Party to maintain the validity,
perfection and priority of the security interests provided for herein:

                   
(a) change its jurisdiction of organization or, in the case it is not is not a
registered organization (as defined in the UCC), the location of its chief
executive office or sole place of business from that referred to in Section 6.1;
or

                   
(b) change its name, identity or corporate structure.

                   
6.10 Proceeds to be Turned Over to Secured Party. In
addition to the rights of Secured Party specified in Section 8, all Proceeds
received by Debtor consisting of cash, checks and other near-cash items shall be
held by Debtor in trust for the First Priority Holder and Secured Party,
segregated from other funds of Debtor, and shall, as soon as possible (but in
any event within five Business Days) following receipt by Debtor, be turned over
to the First Priority Holder and Secured Party in the exact form received by
Debtor (duly indorsed by Debtor to the First Priority Holder or Secured Party,
if required). All Proceeds received by the First Priority Holder or Secured
Party hereunder shall be held by the First Priority Holder and Secured Party in
a collateral account maintained under its sole dominion and control. All
Proceeds while held by the First Priority Holder or Secured Party in a
collateral account (or by Debtor in trust for the First Priority Holder and
Secured Party) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided
in the Note.

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6.11 Application of Proceeds. At such intervals as may
be agreed upon by Debtor and Secured Party, or, if an Event of Default shall
have occurred and be continuing, at any time at Secured Party’s election,
Secured Party may apply all or any part of Proceeds constituting Collateral,
whether or not held in any collateral account, and any proceeds of the Guaranty,
in payment of the Obligations in such order as Secured Party may elect, and any
part of such funds which Secured Party elects not so to apply shall continue to
be held as collateral security for the Obligations. Any balance of such Proceeds
remaining after all Events of Default have been cured or waived shall be paid
over to Debtor or to whomsoever may be lawfully entitled to receive the
same.

                   
6.12 Further Assurances.

                   
(a) Upon the written request of Secured Party, and at the sole expense of
Debtor, Debtor will promptly execute and deliver such further instruments and
documents and take such further actions as Secured Party may deem desirable to
obtain the full benefits of this Agreement and of the rights and powers herein
granted, including, without limitation, filing of any financing statement under
the UCC and transfer of Collateral to Secured Party’s possession. Subject to the
provisions of Section 4 of this Agreement, Debtor authorizes Secured Party to
file any such financing statement without the signature of Debtor to the extent
permitted by applicable law, and to file a copy of this Agreement in lieu of a
financing statement. The Debtor shall furnish to the Secured Party from time to
time statements and schedules, in reasonable detail, further identifying and
describing the Collateral, and other such reports in connection with the
Collateral as the Secured Party may reasonably request, such that the Secured
Party may describe the Collateral in any applicable financing statements. The
Debtor hereby authorizes the Secured Party to modify this Agreement after
obtaining the Debtor’s approval of or signature to such modification, by
amending Schedule I hereto (as such Schedule may be amended or
supplemented from time to time) to describe any Collateral hereinafter
acquired.

                   
(b) If any amount payable under or in connection with any of the Collateral
shall be or become evidenced by any promissory note or other instrument, such
note or instrument shall be immediately delivered to Secured Party, duly
endorsed in a manner satisfactory to it.

         
Section 7. Secured Party’s Rights with respect to Collateral.
Secured Party may, at its option and at any time, upon the occurrence
of an Event of Default, without notice or demand on Debtor, take the following
actions with respect to the Collateral:

                   
(a) make, adjust and settle claims under any insurance policy related thereto
and place and pay for appropriate insurance thereon; 

                   
(b) discharge taxes and other Encumbrances at any time levied or placed thereon;


                   
(c) make repairs or provide maintenance with respect thereto; and 

                   
(d) pay any necessary filing fees and any taxes arising as a consequence of any
such filing.

                   
Secured Party shall have no obligation to make any such expenditures nor shall
the making thereof relieve Debtor of its obligation to make such
expenditures.

          Except
as otherwise provided herein, the Secured Party and Secured Party shall have no
duty as to the collection or protection of the Collateral nor as to the
preservation of any rights pertaining thereto, beyond the safe custody of any
Collateral in its possession.

         
Section 8. Rights and Remedies.

                   
(a) Upon the occurrence of an Event of Default:

                             
(i) The Secured Party may, at its option, without notice or demand, cause all of
the Obligations to become immediately due and payable and take immediate
possession of the Collateral, and for that 

5




purpose the Secured Party may, so far as Debtor can give
authority therefor, enter upon any premises on which any of the Collateral is
situated and remove the same therefrom or remain on such premises and in
possession of such Collateral for purposes of conducting a sale or enforcing the
rights of the Secured Parties;

                             
(ii) Debtor will, upon demand, assemble the Collateral and make it available to
Secured Party at a place and time designated by the Secured Party that is
reasonably convenient to both parties;

                             
(iii) Secured Party may collect and receive all income and proceeds in respect
of the Collateral and exercise all rights of Debtor with respect thereto;

                             
(iv) Secured Party may sell, lease or otherwise dispose of the Collateral at a
public or private sale, with or without having the Collateral at the place of
sale, and upon such terms and in such manner as Secured Party may determine, and
Secured Party may purchase any Collateral at any such sale. Unless the
Collateral threatens to decline rapidly in value or is of the type customarily
sold on a recognized market, Secured Party shall send to Debtor prior written
notice (which, if given within five (5) days of any sale, shall be deemed to be
reasonable) of the time and place of any public sale of the Collateral or of the
time after which any private sale or other disposition thereof is to be made.
Debtor agrees that upon any such sale the Collateral shall be held by the
purchaser free from all claims or rights of every kind and nature, including any
equity of redemption or similar rights, and all such equity of redemption and
similar rights are hereby expressly waived and released by Debtor. In the event
any consent, approval or authorization of any governmental agency is necessary
to effectuate any such sale, Debtor shall execute all applications or other
instruments as may be required; and 

                             
(v) in any jurisdiction where the enforcement of its rights hereunder is sought,
Secured Party shall have, in addition to all other rights and remedies allowed
by law or by any agreement with Debtor, all of the rights and remedies of a
secured party under the Uniform Commercial Code.

                   
(b) Application of Sale Proceeds. Proceeds from the sale of the
Collateral or any part thereof and all sums received or collected by Secured
Party from or on account of any Collateral shall be applied by Secured Party in
the following order:

                             
(i) To the payment of the costs and expenses incurred by Secured Party in
connection with the collection, sale, transfer, preservation or delivery of the
Collateral, including, without limitation, reasonable attorneys’ fees, costs,
charges, taxes, liens, and assessments;

                             
(ii) To the payment to Secured Party of the whole amount then owing and unpaid
for principal, interest, and other sums and charges under the Note; 

                             
(iii) To the payment to Secured Party of the other amounts then owing and unpaid
under the other Loan Documents; and

                             
(iv) To the payment of the surplus, if any, to Debtor, its successors and
assigns, or to whomsoever may be lawfully entitled to receive the same.

                   
(c) Prior to any disposition of Collateral pursuant to this Agreement Secured
Party may, at its option, cause any of the Collateral to be repaired or
reconditioned (but not upgraded unless mutually agreed) in such manner and to
such extent as to make it saleable.

                   
(d) Secured Party is hereby granted a license or other right to use, without
charge, Debtor's labels, patents, copyrights, rights of use of any Project name,
trade secrets, Project trade names, trademarks and advertising matter, or any
property of a similar nature, relating to the Collateral, in completing
production of, advertising for sale and selling any Collateral; and Debtor's
rights under all licenses and all franchise agreements shall inure to Secured
Party’s benefit.

6




                   
(e) Secured Party shall be entitled to retain and to apply the proceeds of any
disposition of the Collateral, first, to its reasonable expenses of retaking,
holding, protecting and maintaining, and preparing for disposition and disposing
of, the Collateral, including attorneys' fees and other legal expenses incurred
by it in connection therewith; and second, to the payment of the Obligations in
such order of priority as Secured Party shall determine. Any surplus remaining
after such application shall be paid to Debtor or to whomever may be legally
entitled thereto, provided that in no event shall Debtor be credited with any
part of the proceeds of the disposition of the Collateral until such proceeds
shall have been received in cash by Secured Party. 

         
Section 9. Waivers. Debtor waives presentment, demand,
notice, protest, notice of acceptance of this Agreement, notice of any loans
made, credit or other extensions granted, collateral received or delivered or
any other action taken in reliance hereon and all other demands and notices of
any description, except for such demands and notices as are expressly required
to be provided to Debtor under this Agreement or any other document evidencing
the Obligations. With respect to both the Obligations and the Collateral, Debtor
assents to any extension or postponement of the time of payment or any other
forgiveness or indulgence, to any substitution, exchange or release of
Collateral, to the addition or release of any party or person primarily or
secondarily liable, to the acceptance of partial payment thereon and the
settlement, compromise or adjustment of any thereof, all in such manner and at
such time or times as Secured Party may deem advisable. Secured Party may
exercise its rights with respect to the Collateral without resorting, or regard,
to other collateral or sources of reimbursement for Obligations. Secured Party
shall not be deemed to have waived any of its rights with respect to the
Obligations or the Collateral unless such waiver is in writing and signed by
Secured Party. No delay or omission on the part of Secured Party in exercising
any right shall operate as a waiver of such right or any other right. A waiver
on any one occasion shall not bar or waive the exercise of any right on any
future occasion. All rights and remedies of Secured Party in the Obligations or
the Collateral, whether evidenced hereby or by any other instrument or papers,
are cumulative and not exclusive of any remedies provided by law or any other
agreement, and may be exercised separately or concurrently. 

         
Section 10. Notices. All notices, demands, requests, and
other communications required or permitted hereunder shall be in writing and
shall be deemed to have been properly given if mailed by United States
registered or certified mail, with return receipt requested, postage prepaid, or
by United States Express Mail or other comparable overnight courier service to
the parties at the addresses set forth at the beginning of this Agreement (or at
such other addresses as shall be given in writing by any party to the others)
and shall be deemed complete upon receipt or refusal to accept delivery as
indicated in the return receipt or in the receipt of such United States Express
Mail or courier service.

         
Section 11. Successors and Assigns. This Agreement shall
be binding upon Debtor, its successors and assigns, and shall inure to the
benefit of and be enforceable by the Secured Party and its successors and
assigns.

         
Section 12. General. This Agreement may not be amended
or modified except by a writing signed by Debtor and Secured Party. This
Agreement and the terms, covenants and conditions hereof shall be construed in
accordance with, and governed by, the laws of the State of California (without
giving effect to any conflicts of law provisions contained therein). In the
event that any Collateral or any deposit or other sum due from or credited by
Secured Party are held or stands in the name of Debtor and another or others
jointly, Secured Party may deal with the same for all purposes as if it belonged
to or stood in the name of Debtor alone.

         
Section 13. Governing Law; Jurisdiction. This Note and
all actions arising out of or in connection with this Note shall be governed by
and construed in accordance with the laws of the State of California, without
regard to the conflicts of law provisions of the State of California, or of any
other state. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City and County of Los Angeles,
California for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.

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Section 14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY IN ANY LEGAL
PROCEEDING ARISING OUT OR A RELATED TO THIS AGREEMENT, THE NOTE, AND THE
SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

         
Section 15. Section Headings. Section headings are for
convenience of reference only and are not a part of this Agreement.

IN WITNESS WHEREOF, Debtor has caused this Agreement to be duly
executed as of the date first written above.

	“DEBTOR” 	 	“SECURED
      PARTY” 
	 	 	 
	EV RENTAL CARS, LLC 	 	PLETHORA PARTNERS
      LLC 
	a California limited liability
      company 	 	a California limited
      liability company 
	 	  	 	 	  
	 	  	 	 	  
	By:		 	By:	
	Name: 	William N. Plamondon 	 	Name: 	Nikolas Konstant 
	Title: 	CEO of EV Transportation, Inc., the sole 	 	Title: 	Manager 
	 	managing member of EV Rental Cars, LLC 	 	 	  


8




SCHEDULE I

COLLATERAL

The table below sets forth all of the Collateral under the
Security Agreement, dated October 9, 2008, by and among EV Rental Cars, LLC and
Plethora Partners LLC.

	Year 	Toyota Model 	Unit No. 	VIN 
	2009 	CAMRY 	ER59001 	4T1BB46K396085680 
	2009 	CAMRY 	ER59002 	4T1BB46K89U085688 
	2009 	CAMRY 	ER59003 	4T1BB46K09U085765 
	2009 	CAMRY 	ER59004 	4T1BB46K09U085751 
	2009 	CAMRY 	ER59005 	4T1BB46K79U083494 
	2009 	CAMRY 	ER59006 	4T1BB46K99U083416 
	2008 	PRIUS 	ER38002 	JTDKB2OUX83423177 
	2008 	PRIUS 	ER38004 	JTDKB2OU287788316 
	2008 	PRIUS 	ER38010 	JTDKB2OU183424797 
	2008 	PRIUS 	ER38013 	JTDKB2OU783422603 
	2008 	PRIUS 	ER38015 	JTDKB2OU987787941 
	2008 	PRIUS 	ER38017 	JTDKB2OU487789242 
	2008 	PRIUS 	ER38019 	JTDKB2OU883440365 
	2008 	PRIUS 	ER38021 	JTDKB2OU487801230 
	2008 	PRIUS 	ER38034 	JTDKB2OU987788877 
	2008 	PRIUS 	ER38006 	JTDKB2OU187787898 
	2008 	PRIUS 	ER38008 	JTDKB2OU283425487 
	2008 	PRIUS 	ER38009 	JTDKB2OU887787395 
	2008 	PRIUS 	ER38025 	JTDKB2OU087789724 
	2008 	PRIUS 	ER38026 	JTDKB2OUX83440884 
	2008 	PRIUS 	ER38028 	JTDKB2OU587787838 
	2008 	PRIUS 	ER38030 	JTDKB2OU787788294 
	2008 	PRIUS 	ER38032 	JTDKB2OU087787374 
	2008 	PRIUS 	ER38036 	JTDKB2OU483423238 
	2008 	PRIUS 	ER38003 	JTDKB2OU187787822 
	2008 	PRIUS 	ER38005 	JTDKB2OU383424221 
	2008 	PRIUS 	ER38012 	JTDKB2OU287788607 
	2008 	PRIUS 	ER38014 	JTDKB2OU183424122 
	2008 	PRIUS 	ER38016 	JTDKB2OU887788918 
	2008 	PRIUS 	ER38018 	JTDKB2OU787789848 
	2008 	PRIUS 	ER38020 	JTDKB2OU283439096 
	2008 	PRIUS 	ER38023 	JTDKB2OU483439598 
	2008 	PRIUS 	ER38031 	JTDKB2OU187787349 
	2008 	PRIUS 	ER38001 	JTDKB2OU187800567 
	2008 	PRIUS 	ER38007 	JTDKB2OU487788365 
	2008 	PRIUS 	ER38011 	JTDKB2OU687787850 
	2008 	PRIUS 	ER38022 	JTDKB2OU187788727 
	2008 	PRIUS 	ER38024 	JTDKB2OU187789294 
	2008 	PRIUS 	ER38026 	JTDKB2OU387787370 
	2008 	PRIUS 	ER38029 	JTDKB2OU183423889 
	2008 	PRIUS 	ER38033 	JTDKB2OU687787394 
	2008 	PRIUS 	ER38035 	JTDKB2OU687788335 






EXHIBIT A

SECURED PROMISSORY NOTE




EXHIBIT B

NAME; DEBTOR/COLLATERAL LOCATION

	1. 	
      State of Organization: California

	 	 
	2. 	
      State of Organization Identification number:
      199720210037

	 	 
	3. 	
      Chief Executive Office, Principal Place of Business,
      Warehouses and Premises where Collateral is Stored or Located and Location
      of Books and Records concerning the Collateral: 5500 W. Century Boulevard,
      Los Angeles, California 90045.