REGISTRATION
          RIGHTS AGREEMENT

         

        REGISTRATION
          RIGHTS AGREEMENT (this “Agreement”),
          dated
          as of May 25, 2007, by and among DealerAdvance, Inc., a Nevada corporation
          with
          its headquarters located at 16801 Addison Road, Suite 310, Addison, TX
          75001
          (the “Company”),
          and
          each of the undersigned (together with their respective affiliates and
          any
          assignee or transferee of all of their respective rights hereunder, the
          “Initial
          Investors”).
          

         

        WHEREAS:

         

        A.
          In
          connection with the Securities Purchase Agreement by and among the parties
          hereto of even date herewith (the “Securities Purchase Agreement”), the Company
          has agreed, upon the terms and subject to the conditions contained therein,
          to
          issue and sell to the Initial Investors (i) secured
          convertible notes in the aggregate principal amount of up to Nine Hundred
          Thousand Dollars ($900,000) (the “Notes”) that are convertible into shares of
          the Company’s common stock (the “Common Stock”), upon the terms and subject to
          the limitations and conditions set forth in such Notes and (ii) warrants
          (the “Warrants”) to acquire an aggregate of 5,000,000 shares of Common Stock,
          upon the terms and conditions and subject to the limitations and conditions
          set
          forth in the Warrants; and

         

        B. To
          induce
          the Initial Investors to execute and deliver the Securities Purchase Agreement,
          the Company has agreed to provide certain registration rights under the
          Securities Act of 1933, as amended, and the rules and regulations thereunder,
          or
          any similar successor statute (collectively, the “1933
          Act”),
          and
          applicable state securities laws;

         

        NOW,
          THEREFORE,
          in
          consideration of the premises and the mutual covenants contained herein
          and
          other good and valuable consideration, the receipt and sufficiency of which
          are
          hereby acknowledged, the Company and each of the Initial Investors hereby
          agree
          as follows:

         

        1. DEFINITIONS.

         

        a. As
          used
          in this Agreement, the following terms shall have the following
          meanings:

         

        (i) “Investors”
means
          the Initial Investors and any transferee or assignee who agrees to become
          bound
          by the provisions of this Agreement in accordance with Section 9
          hereof.

         

        (ii) “register,”
          “registered,”
and
          “registration”
refer
          to a registration effected by preparing and filing a Registration Statement
          or
          Statements in compliance with the 1933 Act and pursuant to Rule 415 under
          the
          1933 Act or any successor rule providing for offering securities on a continuous
          basis (“Rule
          415”),
          and
          the declaration or ordering of effectiveness of such Registration Statement
          by
          the United States Securities and Exchange Commission (the “SEC”).

         

        (iii) “Registrable
          Securities”
means
          the Conversion Shares issued or issuable upon conversion or otherwise pursuant
          to the Notes including, without limitation, Damages Shares (as defined
          in the
          Notes) issued or issuable pursuant to the Notes, shares of Common Stock
          issued
          or issuable in payment of the Standard Liquidated Damages Amount (as defined
          in
          the Securities Purchase Agreement), shares issued or issuable in respect
          of
          interest or in redemption of the Notes in accordance with the terms thereof)
          and
          Warrant Shares issuable, upon exercise or otherwise pursuant to the Warrants,
          and any shares of capital stock issued or issuable as a dividend on or
          in
          exchange for or otherwise with respect to any of the foregoing.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        (iv) “Registration
          Statement”
means
          a
          registration statement of the Company under the 1933 Act.

         

        b. Capitalized
          terms used herein and not otherwise defined herein shall have the respective
          meanings set forth in the Securities Purchase Agreement or the Convertible
          Note.

         

        2. REGISTRATION.

         

        a. Mandatory
          Registration.
          The
          Company shall prepare, and, on or prior to thirty (30) days from the date
          of
          receipt of written demand of the Investors (the “Filing
          Date”),
          file
          with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not
          then
          available, on such form of Registration Statement as is then available
          to effect
          a registration of the Registrable Securities, subject to the consent of
          the
          Initial Investors, which consent will not be unreasonably withheld) covering
          the
          resale of the Registrable Securities underlying the Notes and Warrants
          issued or
          issuable pursuant to the Securities Purchase Agreement, which Registration
          Statement, to the extent allowable under the 1933 Act and the rules and
          regulations promulgated thereunder (including Rule 416), shall state that
          such
          Registration Statement also covers such indeterminate number of additional
          shares of Common Stock as may become issuable upon conversion of or otherwise
          pursuant to the Notes and exercise of the Warrants to prevent dilution
          resulting
          from stock splits, stock dividends or similar transactions. The number
          of shares
          of Common Stock initially included in such Registration Statement shall
          be no
          less than an amount equal to two (2) times the sum of the number of Conversion
          Shares that are then issuable upon conversion of the Notes and Additional
          Notes
          (based on the Variable Conversion Price as would then be in effect and
          assuming
          the Variable Conversion Price is the Conversion Price at such time), and
          the
          number of Warrant Shares that are then issuable upon exercise of the Warrants,
          without regard to any limitation on the Investor’s ability to convert the Notes
          or exercise the Warrants. The Company acknowledges that the number of shares
          initially included in the Registration Statement represents a good faith
          estimate of the maximum number of shares issuable upon conversion of the
          Notes
          and upon exercise of the Warrants. 

         

        b. Underwritten
          Offering.
          If any
          offering pursuant to a Registration Statement pursuant to Section 2(a)
          hereof
          involves an underwritten offering, the Investors who hold a majority in
          interest
          of the Registrable Securities subject to such underwritten offering, with
          the
          consent of a majority-in-interest of the Initial Investors, shall have
          the right
          to select one legal counsel and an investment banker or bankers and manager
          or
          managers to administer the offering, which investment banker or bankers
          or
          manager or managers shall be reasonably satisfactory to the
          Company.

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        c. Payments
          by the Company.
          The
          Company shall use its best efforts to obtain effectiveness of the Registration
          Statement as soon as practicable. If (i) the
          Registration Statement(s) covering the Registrable Securities required
          to be
          filed by the Company pursuant to Section 2(a) hereof is not filed by the
          Filing
          Date or declared effective by the SEC on or prior to ninety (90) days from
          the
          Filing Date, or (ii) after
          the Registration Statement has been declared effective by the SEC, sales
          of all
          of the Registrable Securities cannot be made pursuant to the Registration
          Statement, or (iii) the
          Common Stock is not listed or included for quotation on the Nasdaq National
          Market (“Nasdaq”),
          the
          Nasdaq SmallCap Market (“Nasdaq
          SmallCap”),
          the
          New York Stock Exchange (the “NYSE”)
          or the
          American Stock Exchange (the “AMEX”)
          after
          being so listed or included for quotation, or (iv) the
          Common Stock ceases to be traded on the Over-the-Counter Bulletin Board
          (the
“OTCBB”)
          or any
          equivalent replacement exchange prior to being listed or included for quotation
          on one of the aforementioned markets, then the Company will make payments
          to the
          Investors in such amounts and at such times as shall be determined pursuant
          to
          this Section 2(c) as partial relief for the damages to the Investors by
          reason
          of any such delay in or reduction of their ability to sell the Registrable
          Securities (which remedy shall not be exclusive of any other remedies available
          at law or in equity). The Company shall pay to each holder of the Notes
          or
          Registrable Securities an amount equal to the then outstanding principal
          amount
          of the Notes (and, in the case of holders of Registrable Securities, the
          principal amount of Notes from which such Registrable Securities were converted)
          (“Outstanding
          Principal Amount”),
          multiplied by the Applicable Percentage (as defined below) times the sum
          of: (i)
          the number of months (prorated for partial months) after the Filing Date
          or the
          end of the aforementioned ninety (90) day period and prior to the date
          the
          Registration Statement is declared effective by the SEC, provided, however,
          that
          there shall be excluded from such period any delays which are solely
          attributable to changes required by the Investors in the Registration Statement
          with respect to information relating to the Investors, including, without
          limitation, changes to the plan of distribution, or to the failure of the
          Investors to conduct their review of the Registration Statement pursuant
          to
          Section 3(h) below in a reasonably prompt manner; (ii) the number of months
          (prorated for partial months) that sales of all of the Registrable Securities
          cannot be made pursuant to the Registration Statement after the Registration
          Statement has been declared effective (including, without limitation, when
          sales
          cannot be made by reason of the Company’s failure to properly supplement or
          amend the prospectus included therein in accordance with the terms of this
          Agreement, but excluding any days during an Allowed Delay (as defined in
          Section
          3(f)); and (iii) the number of months (prorated for partial months) that
          the
          Common Stock is not listed or included for quotation on the OTCBB, Nasdaq,
          Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the
          Registration Statement has been declared effective. The term “Applicable
          Percentage”
means
          two hundredths (.02). (For example, if the Registration Statement becomes
          effective one (1) month after the end of such ninety (90) day period, the
          Company would pay $5,000 for each $250,000 of Outstanding Principal Amount.
          If
          thereafter, sales could not be made pursuant to the Registration Statement
          for
          an additional period of one (1) month, the Company would pay an additional
          $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts
          shall be
          paid in cash or, at the Company’s option, in shares of Common Stock priced at
          the Conversion Price (as defined in the Notes) on such payment date.


         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

         

        d. Piggy-Back
          Registrations.
          Subject
          to the last sentence of this Section 2(d), if at any time prior to the
          expiration of the Registration Period (as hereinafter defined) the Company
          shall
          determine to file with the SEC a Registration Statement relating to an
          offering
          for its own account or the account of others under the 1933 Act of any
          of its
          equity securities (other than on Form S-4 or Form S-8 or their then equivalents
          relating to equity securities to be issued solely in connection with any
          acquisition of any entity or business or equity securities issuable in
          connection with stock option or other bona fide,
          employee benefit plans), the Company shall send to each Investor who is
          entitled
          to registration rights under this Section 2(d) written notice of such
          determination and, if within fifteen (15) days after the effective date
          of such
          notice, such Investor shall so request in writing, the Company shall include
          in
          such Registration Statement all or any part of the Registrable Securities
          such
          Investor requests to be registered, except that if, in connection with
          any
          underwritten public offering for the account of the Company the managing
          underwriter(s) thereof shall impose a limitation on the number of shares
          of
          Common Stock which may be included in the Registration Statement because,
          in
          such underwriter(s)’ judgment, marketing or other factors dictate such
          limitation is necessary to facilitate public distribution, then the Company
          shall be obligated to include in such Registration Statement only such limited
          portion of the Registrable Securities with respect to which such Investor
          has
          requested inclusion hereunder as the underwriter shall permit. Any exclusion
          of
          Registrable Securities shall be made pro rata among the Investors seeking
          to
          include Registrable Securities in proportion to the number of Registrable
          Securities sought to be included by such Investors; provided,
          however,
          that
          the Company shall not exclude any Registrable Securities unless the Company
          has
          first excluded all outstanding securities, the holders of which are not
          entitled
          to inclusion of such securities in such Registration Statement or are not
          entitled to pro rata inclusion with the Registrable Securities; and provided,
          further,
          however,
          that,
          after giving effect to the immediately preceding proviso, any exclusion
          of
          Registrable Securities shall be made pro rata with holders of other securities
          having the right to include such securities in the Registration Statement
          other
          than holders of securities entitled to inclusion of their securities in
          such
          Registration Statement by reason of demand registration rights. No right
          to
          registration of Registrable Securities under this Section 2(d) shall be
          construed to limit any registration required under Section 2(a) hereof.
          If an
          offering in connection with which an Investor is entitled to registration
          under
          this Section 2(d) is an underwritten offering, then each Investor whose
          Registrable Securities are included in such Registration Statement shall,
          unless
          otherwise agreed by the Company, offer and sell such Registrable Securities
          in
          an underwritten offering using the same underwriter or underwriters and,
          subject
          to the provisions of this Agreement, on the same terms and conditions as
          other
          shares of Common Stock included in such underwritten offering. Notwithstanding
          anything to the contrary set forth herein, the registration rights of the
          Investors pursuant to this Section 2(d) shall only be available in the
          event the
          Company fails to timely file, obtain effectiveness or maintain effectiveness
          of
          any Registration Statement to be filed pursuant to Section 2(a) in accordance
          with the terms of this Agreement.

         

        e. Eligibility
          for Form S-3, SB-2 or S-1; Conversion to Form S-3.
          The
          Company represents and warrants that it meets the requirements for the
          use of
          Form S-3, SB-2 or S-1 for registration of the sale by the Initial Investors
          and
          any other Investors of the Registrable Securities. The Company agrees to
          file
          all reports required to be filed by the Company with the SEC in a timely
          manner
          so as to remain eligible or become eligible, as the case may be, and thereafter
          to maintain its eligibility, for the use of Form S-3. If the Company is
          not
          currently eligible to use Form S-3, not later than five (5) business days
          after
          the Company first meets the registration eligibility and transaction
          requirements for the use of Form S-3 (or any successor form) for registration
          of
          the offer and sale by the Initial Investors and any other Investors of
          Registrable Securities, the Company shall file a Registration Statement
          on Form
          S-3 (or such successor form) with respect to the Registrable Securities
          covered
          by the Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
          filed pursuant to Section 2(a) (and include in such Registration Statement
          on
          Form S-3 the information required by Rule 429 under the 1933 Act) or convert
          the
          Registration Statement on Form SB-2 or Form S-1, whichever is applicable,
          filed
          pursuant to Section 2(a) to a Form S-3 pursuant to Rule 429 under the 1933
          Act
          and cause such Registration Statement (or such amendment) to be declared
          effective no later than forty-five (45) days after filing. In the event
          of a
          breach by the Company of the provisions of this Section 2(e), the Company
          will
          be required to make payments pursuant to Section 2(c) hereof.

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

         

        3.
          OBLIGATIONS
          OF THE COMPANY. 

         

        In
          connection with the registration of the Registrable Securities, the Company
          shall have the following obligations:

         

        a. The
          Company shall prepare promptly, and file with the SEC not later than the
          Filing
          Date, a Registration Statement with respect to the number of Registrable
          Securities provided in Section 2(a), and thereafter use its best efforts
          to
          cause such Registration Statement relating to Registrable Securities to
          become
          effective as soon as possible after such filing but in no event later than
          ninety (90) days from the Filing Date), and keep the Registration Statement
          effective pursuant to Rule 415 at all times until such date as is the earlier
          of
          (i) the date on which all of the Registrable Securities have been sold
          and (ii)
          the date on which the Registrable Securities (in the opinion of counsel
          to the
          Initial Investors) may be immediately sold to the public without registration
          or
          restriction (including, without limitation, as to volume by each holder
          thereof)
          under the 1933 Act (the “Registration
          Period”),
          which
          Registration Statement (including any amendments or supplements thereto
          and
          prospectuses contained therein) shall not contain any untrue statement
          of a
          material fact or omit to state a material fact required to be stated therein,
          or
          necessary to make the statements therein not misleading.

         

        b. The
          Company shall prepare and file with the SEC such amendments (including
          post-effective amendments) and supplements to the Registration Statements
          and
          the prospectus used in connection with the Registration Statements as may
          be
          necessary to keep the Registration Statements effective at all times during
          the
          Registration Period, and, during such period, comply with the provisions
          of the
          1933 Act with respect to the disposition of all Registrable Securities
          of the
          Company covered by the Registration Statements until such time as all of
          such
          Registrable Securities have been disposed of in accordance with the intended
          methods of disposition by the seller or sellers thereof as set forth in
          the
          Registration Statements. In the event the number of shares available under
          a
          Registration Statement filed pursuant to this Agreement is insufficient
          to cover
          all of the Registrable Securities issued or issuable upon conversion of
          the
          Notes and exercise of the Warrants, the Company shall amend the Registration
          Statement, or file a new Registration Statement (on the short form available
          therefor, if applicable), or both, so as to cover all of the Registrable
          Securities, in each case, as soon as practicable, but in any event within
          fifteen (15) days after the necessity therefor arises (based on the market
          price
          of the Common Stock and other relevant factors on which the Company reasonably
          elects to rely). The Company shall use its best efforts to cause such amendment
          and/or new Registration Statement to become effective as soon as practicable
          following the filing thereof, but in any event within thirty (30) days
          after the
          date on which the Company reasonably first determines (or reasonably should
          have
          determined) the need therefor. The provisions of Section 2(c) above shall
          be
          applicable with respect to such obligation, with the ninety (90) days running
          from the day the Company reasonably first determines (or reasonably should
          have
          determined) the need therefor.

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

         

        c. The
          Company shall furnish to each Investor whose Registrable Securities are
          included
          in a Registration Statement and its legal counsel (i) promptly
          (but in no event more than two (2) business days) after the same is prepared
          and
          publicly distributed, filed with the SEC, or received by the Company, one
          copy
          of each Registration Statement and any amendment thereto, each preliminary
          prospectus and prospectus and each amendment or supplement thereto, and,
          in the
          case of the Registration Statement referred to in Section 2(a), each letter
          written by or on behalf of the Company to the SEC or the staff of the SEC,
          and
          each item of correspondence from the SEC or the staff of the SEC, in each
          case
          relating to such Registration Statement (other than any portion of any
          thereof
          which contains information for which the Company has sought confidential
          treatment), and (ii) promptly
          (but in no event more than two (2) business days) after the Registration
          Statement is declared effective by the SEC, such number of copies of a
          prospectus, including a preliminary prospectus, and all amendments and
          supplements thereto and such other documents as such Investor may reasonably
          request in order to facilitate the disposition of the Registrable Securities
          owned by such Investor. The Company will immediately notify each Investor
          by
          facsimile of the effectiveness of each Registration Statement or any
          post-effective amendment. The Company will promptly (but in no event more
          than
          ten (10) business days) respond to any and all comments received from the
          SEC
          (which comments shall promptly be made available to the Investors upon
          request),
          with a view towards causing each Registration Statement or any amendment
          thereto
          to be declared effective by the SEC as soon as practicable, shall promptly
          file
          an acceleration request as soon as practicable (but in no event more than
          two
          (2) business days) following the resolution or clearance of all SEC comments
          or,
          if applicable, following notification by the SEC that any such Registration
          Statement or any amendment thereto will not be subject to review and shall,
          if
          required by SEC rules, promptly file with the SEC a final prospectus as
          soon as
          practicable (but in no event more than two (2) business days) following
          receipt
          by the Company from the SEC of an order declaring the Registration Statement
          effective. In the event of a breach by the Company of the provisions of
          this
          Section 3(c), the Company will be required to make payments pursuant to
          Section
          2(c) hereof.

         

        d. The
          Company shall use reasonable efforts to (i) register
          and qualify the Registrable Securities covered by the Registration Statements
          under such other securities or “blue sky” laws of such jurisdictions in the
          United States as the Investors who hold a majority in interest of the
          Registrable Securities being offered reasonably request, (ii) prepare
          and file in those jurisdictions such amendments (including post-effective
          amendments) and supplements to such registrations and qualifications as
          may be
          necessary to maintain the effectiveness thereof during the Registration
          Period,
(iii) take
          such other actions as may be necessary to maintain such registrations and
          qualifications in effect at all times during the Registration Period, and
          (iv) take
          all other actions reasonably necessary or advisable to qualify the Registrable
          Securities for sale in such jurisdictions; provided,
          however,
          that
          the Company shall not be required in connection therewith or as a condition
          thereto to (a) qualify
          to do business in any jurisdiction where it would not otherwise be required
          to
          qualify but for this Section 3(d), (b) subject
          itself to general taxation in any such jurisdiction, (c) file
          a general consent to service of process in any such jurisdiction, (d) provide
          any undertakings that cause the Company undue expense or burden, or (e) make
          any change in its charter or bylaws, which in each case the Board of Directors
          of the Company determines to be contrary to the best interests of the Company
          and its shareholders.

         

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

         

        e. In
          the
          event Investors who hold a majority-in-interest of the Registrable Securities
          being offered in the offering (with the approval of a majority-in-interest
          of
          the Initial Investors) select underwriters for the offering, the Company
          shall
          enter into and perform its obligations under an underwriting agreement,
          in usual
          and customary form, including, without limitation, customary indemnification
          and
          contribution obligations, with the underwriters of such offering.

         

        f. As
          promptly as practicable after becoming aware of such event, the Company
          shall
          notify each Investor of the happening of any event, of which the Company
          has
          knowledge, as a result of which the prospectus included in any Registration
          Statement, as then in effect, includes an untrue statement of a material
          fact or
          omission to state a material fact required to be stated therein or necessary
          to
          make the statements therein not misleading, and use its best efforts promptly
          to
          prepare a supplement or amendment to any Registration Statement to correct
          such
          untrue statement or omission, and deliver such number of copies of such
          supplement or amendment to each Investor as such Investor may reasonably
          request; provided that, for not more than ten (10) consecutive trading
          days (or
          a total of not more than twenty (20) trading days in any twelve (12) month
          period), the Company may delay the disclosure of material non-public information
          concerning the Company (as well as prospectus or Registration Statement
          updating) the disclosure of which at the time is not, in the good faith
          opinion
          of the Company, in the best interests of the Company (an “Allowed
          Delay”);
          provided, further, that the Company shall promptly (i) notify
          the Investors in writing of the existence of (but in no event, without
          the prior
          written consent of an Investor, shall the Company disclose to such investor
          any
          of the facts or circumstances regarding) material non-public information
          giving
          rise to an Allowed Delay and (ii) advise
          the Investors in writing to cease all sales under such Registration Statement
          until the end of the Allowed Delay. Upon expiration of the Allowed Delay,
          the
          Company shall again be bound by the first sentence of this Section 3(f)
          with
          respect to the information giving rise thereto.

         

        g. The
          Company shall use its best efforts to prevent the issuance of any stop
          order or
          other suspension of effectiveness of any Registration Statement, and, if
          such an
          order is issued, to obtain the withdrawal of such order at the earliest
          possible
          moment and to notify each Investor who holds Registrable Securities being
          sold
          (or, in the event of an underwritten offering, the managing underwriters)
          of the
          issuance of such order and the resolution thereof.

         

        h. The
          Company shall permit a single firm of counsel designated by the Initial
          Investors to review such Registration Statement and all amendments and
          supplements thereto (as well as all requests for acceleration or effectiveness
          thereof) a reasonable period of time prior to their filing with the SEC,
          and not
          file any document in a form to which such counsel reasonably objects and
          will
          not request acceleration of such Registration Statement without prior notice
          to
          such counsel. The sections of such Registration Statement covering information
          with respect to the Investors, the Investor’s beneficial ownership of securities
          of the Company or the Investors intended method of disposition of Registrable
          Securities shall conform to the information provided to the Company by
          each of
          the Investors.

         

        
          
             

          

          
            7

            
              

            

          

          
             

          

        

         

        i. The
          Company shall make generally available to its security holders as soon
          as
          practicable, but not later than ninety (90) days after the close of the
          period
          covered thereby, an earnings statement (in form complying with the provisions
          of
          Rule 158 under the 1933 Act) covering a twelve-month period beginning not
          later
          than the first day of the Company’s fiscal quarter next following the effective
          date of the Registration Statement.

         

        j. At
          the
          request of any Investor, the Company shall furnish, on the date that Registrable
          Securities are delivered to an underwriter, if any, for sale in connection
          with
          any Registration Statement or, if such securities are not being sold by
          an
          underwriter, on the date of effectiveness thereof (i) an
          opinion, dated as of such date, from counsel representing the Company for
          purposes of such Registration Statement, in form, scope and substance as
          is
          customarily given in an underwritten public offering, addressed to the
          underwriters, if any, and the Investors and (ii) a
          letter, dated such date, from the Company’s independent certified public
          accountants in form and substance as is customarily given by independent
          certified public accountants to underwriters in an underwritten public
          offering,
          addressed to the underwriters, if any, and the Investors.

         

        k. The
          Company shall make available for inspection by (i) any
          Investor, (ii) any
          underwriter participating in any disposition pursuant to a Registration
          Statement, (iii) one
          firm of attorneys and one firm of accountants or other agents retained
          by the
          Initial Investors, (iv) one
          firm of attorneys and one firm of accountants or other agents retained
          by all
          other Investors, and (v) one
          firm of attorneys retained by all such underwriters (collectively, the
          “Inspectors”)
          all
          pertinent financial and other records, and pertinent corporate documents
          and
          properties of the Company, including without limitation, records of conversions
          by other holders of convertible securities issued by the Company and the
          issuance of stock to such holders pursuant to the conversions (collectively,
          the
“Records”),
          as
          shall be reasonably deemed necessary by each Inspector to enable each Inspector
          to exercise its due diligence responsibility, and cause the Company’s officers,
          directors and employees to supply all information which any Inspector may
          reasonably request for purposes of such due diligence; provided,
          however,
          that
          each Inspector shall hold in confidence and shall not make any disclosure
          (except to an Investor) of any Record or other information which the Company
          determines in good faith to be confidential, and of which determination
          the
          Inspectors are so notified, unless (a) the
          disclosure of such Records is necessary to avoid or correct a misstatement
          or
          omission in any Registration Statement, (b) the
          release of such Records is ordered pursuant to a subpoena or other order
          from a
          court or government body of competent jurisdiction, or (c) the
          information in such Records has been made generally available to the public
          other than by disclosure in violation of this or any other agreement. The
          Company shall not be required to disclose any confidential information
          in such
          Records to any Inspector until and unless such Inspector shall have entered
          into
          confidentiality agreements (in form and substance satisfactory to the Company)
          with the Company with respect thereto, substantially in the form of this
          Section
          3(k). Each Investor agrees that it shall, upon learning that disclosure
          of such
          Records is sought in or by a court or governmental body of competent
          jurisdiction or through other means, give prompt notice to the Company
          and allow
          the Company, at its expense, to undertake appropriate action to prevent
          disclosure of, or to obtain a protective order for, the Records deemed
          confidential. Nothing herein (or in any other confidentiality agreement
          between
          the Company and any Investor) shall be deemed to limit the Investor’s ability to
          sell Registrable Securities in a manner which is otherwise consistent with
          applicable laws and regulations. 

         

        
          
             

          

          
            8

            
              

            

          

          
             

          

        

         

        l. The
          Company shall hold in confidence and not make any disclosure of information
          concerning an Investor provided to the Company unless (i) disclosure
          of such information is necessary to comply with federal or state securities
          laws, (ii) the
          disclosure of such information is necessary to avoid or correct a misstatement
          or omission in any Registration Statement, (iii) the
          release of such information is ordered pursuant to a subpoena or other
          order
          from a court or governmental body of competent jurisdiction, or (iv) such
          information has been made generally available to the public other than
          by
          disclosure in violation of this or any other agreement. The Company agrees
          that
          it shall, upon learning that disclosure of such information concerning
          an
          Investor is sought in or by a court or governmental body of competent
          jurisdiction or through other means, give prompt notice to such 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.

         

        m. The
          Company shall (i) cause
          all the Registrable Securities covered by the Registration Statement to
          be
          listed on each national securities exchange on which securities of the
          same
          class or series issued by the Company are then listed, if any, if the listing
          of
          such Registrable Securities is then permitted under the rules of such exchange,
          or (ii) to
          the extent the securities of the same class or series are not then listed
          on a
          national securities exchange, secure the designation and quotation, of
          all the
          Registrable Securities covered by the Registration Statement on Nasdaq
          or, if
          not eligible for Nasdaq, on Nasdaq SmallCap or, if not eligible for Nasdaq
          or
          Nasdaq SmallCap, on the OTCBB and, without limiting the generality of the
          foregoing, to arrange for at least two market makers to register with the
          National Association of Securities Dealers, Inc. (“NASD”)
          as
          such with respect to such Registrable Securities.

         

        n. The
          Company shall provide a transfer agent and registrar, which may be a single
          entity, for the Registrable Securities not later than the effective date
          of the
          Registration Statement.

         

        o. The
          Company shall cooperate with the Investors who hold Registrable Securities
          being
          offered and the managing underwriter or underwriters, if any, to facilitate
          the
          timely preparation and delivery of certificates (not bearing any restrictive
          legends) representing Registrable Securities to be offered pursuant to
          a
          Registration Statement and enable such certificates to be in such denominations
          or amounts, as the case may be, as the managing underwriter or underwriters,
          if
          any, or the Investors may reasonably request and registered in such names
          as the
          managing underwriter or underwriters, if any, or the Investors may request,
          and,
          within three (3) business days after a Registration Statement which includes
          Registrable Securities is ordered effective by the SEC, the Company shall
          deliver, and shall cause legal counsel selected by the Company to deliver,
          to
          the transfer agent for the Registrable Securities (with copies to the Investors
          whose Registrable Securities are included in such Registration Statement)
          an
          instruction in the form attached hereto as Exhibit
          1
          and an
          opinion of such counsel in the form attached hereto as Exhibit 2.

         

        
          
             

          

          
            9

            
              

            

          

          
             

          

        

         

        p. At
          the
          request of the holders of a majority-in-interest of the Registrable Securities,
          the Company shall prepare and file with the SEC such amendments (including
          post-effective amendments) and supplements to a Registration Statement
          and any
          prospectus used in connection with the Registration Statement as may be
          necessary in order to change the plan of distribution set forth in such
          Registration Statement.

         

        q. From
          and
          after the date of this Agreement, the Company shall not, and shall not
          agree to,
          allow the holders of any securities of the Company to include any of their
          securities in any Registration Statement under Section 2(a) hereof or any
          amendment or supplement thereto under Section 3(b) hereof without the consent
          of
          the holders of a majority-in-interest of the Registrable
          Securities.

         

        r. The
          Company shall take all other reasonable actions necessary to expedite and
          facilitate disposition by the Investors of Registrable Securities pursuant
          to a
          Registration Statement.

         

        4.
          OBLIGATIONS
          OF THE INVESTORS.

         

        In
          connection with the registration of the Registrable Securities, the Investors
          shall have the following obligations:

         

        a. It
          shall
          be a condition precedent to the obligations of the Company to complete
          the
          registration pursuant to this Agreement with respect to the Registrable
          Securities of a particular Investor that such Investor shall furnish to
          the
          Company such information regarding itself, the Registrable Securities held
          by it
          and the intended method of disposition of the Registrable Securities held
          by it
          as shall be reasonably required to effect the registration of such Registrable
          Securities and shall execute such documents in connection with such registration
          as the Company may reasonably request. At least three (3) business days
          prior to
          the first anticipated filing date of the Registration Statement, the Company
          shall notify each Investor of the information the Company requires from
          each
          such Investor. 

         

        b. Each
          Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
          cooperate with the Company as reasonably requested by the Company in connection
          with the preparation and filing of the Registration Statements hereunder,
          unless
          such Investor has notified the Company in writing of such Investor’s election to
          exclude all of such Investor’s Registrable Securities from the Registration
          Statements.

         

        c. In
          the
          event Investors holding a majority-in-interest of the Registrable Securities
          being registered (with the approval of the Initial Investors) determine
          to
          engage the services of an underwriter, each Investor agrees to enter into
          and
          perform such Investor’s obligations under an underwriting agreement, in usual
          and customary form, including, without limitation, customary indemnification
          and
          contribution obligations, with the managing underwriter of such offering
          and
          take such other actions as are reasonably required in order to expedite
          or
          facilitate the disposition of the Registrable Securities, unless such Investor
          has notified the Company in writing of such Investor’s election to exclude all
          of such Investor’s Registrable Securities from such Registration
          Statement.

         

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

         

        d.
          Each
          Investor agrees that, upon receipt of any notice from the Company of the
          happening of any event of the kind described in Section 3(f) or 3(g), such
          Investor will immediately discontinue disposition of Registrable Securities
          pursuant to the Registration Statement covering such Registrable Securities
          until such Investor’s receipt of the copies of the supplemented or amended
          prospectus contemplated by Section 3(f) or 3(g) and, if so directed by
          the
          Company, such Investor shall deliver to the Company (at the expense of
          the
          Company) or destroy (and deliver to the Company a certificate of destruction)
          all copies in such Investor’s possession, of the prospectus covering such
          Registrable Securities current at the time of receipt of such
          notice.

         

        e. No
          Investor may participate in any underwritten registration hereunder unless
          such
          Investor (i) agrees
          to sell such Investor’s Registrable Securities on the basis provided in any
          underwriting arrangements in usual and customary form entered into by the
          Company, (ii) completes
          and executes all questionnaires, powers of attorney, indemnities, underwriting
          agreements and other documents reasonably required under the terms of such
          underwriting arrangements, and (iii) agrees
          to pay its pro rata share of all underwriting discounts and commissions
          and any
          expenses in excess of those payable by the Company pursuant to Section
          5
          below.

         

        5.
          EXPENSES
          OF REGISTRATION.

         

        All
          reasonable expenses, other than underwriting discounts and commissions,
          incurred
          in connection with registrations, filings or qualifications pursuant to
          Sections
          2 and 3, including, without limitation, all registration, listing and
          qualification fees, printers and accounting fees, the fees and disbursements
          of
          counsel for the Company, and the reasonable fees and disbursements of one
          counsel selected by the Initial Investors pursuant to Sections 2(b) and
          3(h)
          hereof shall be borne by the Company.

         

        6. INDEMNIFICATION.
          

         

        In
          the
          event any Registrable Securities are included in a Registration Statement
          under
          this Agreement:

         

        a. To
          the
          extent permitted by law, the Company will indemnify, hold harmless and
          defend
(i) each
          Investor who holds such Registrable Securities, (ii) the
          directors, officers, partners, employees, agents and each person who controls
          any Investor within the meaning of the 1933 Act or the Securities Exchange
          Act
          of 1934, as amended (the “1934
          Act”),
          if
          any, (iii) any
          underwriter (as defined in the 1933 Act) for the Investors, and (iv) the
          directors, officers, partners, employees and each person who controls any
          such
          underwriter within the meaning of the 1933 Act or the 1934 Act, if any
          (each, an
“Indemnified
          Person”),
          against any joint or several losses, claims, damages, liabilities or expenses
          (collectively, together with actions, proceedings or inquiries by any regulatory
          or self-regulatory organization, whether commenced or threatened, in respect
          thereof, “Claims”)
          to
          which any of them may become subject insofar as such Claims arise out of
          or are
          based upon: (i) any untrue statement or alleged untrue statement of a material
          fact in a Registration Statement or the omission or alleged omission to
          state
          therein a material fact required to be stated or necessary to make the
          statements therein not misleading; (ii) any untrue statement or alleged
          untrue
          statement of a material fact contained in any preliminary prospectus if
          used
          prior to the effective date of such Registration Statement, or contained
          in the
          final prospectus (as amended or supplemented, if the Company files any
          amendment
          thereof or supplement thereto with the SEC) or the omission or alleged
          omission
          to state therein any material fact necessary to make the statements made
          therein, in light of the circumstances under which the statements therein
          were
          made, not misleading; or (iii) any violation or alleged violation by the
          Company
          of the 1933 Act, the 1934 Act, any other law, including, without limitation,
          any
          state securities law, or any rule or regulation thereunder relating to
          the offer
          or sale of the Registrable Securities (the matters in the foregoing clauses
          (i)
          through (iii) being, collectively, “Violations”).
          Subject to the restrictions set forth in Section 6(c) with respect to the
          

         

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

         

        number
          of
          legal counsel, the Company shall reimburse the Indemnified Person, promptly
          as
          such expenses are incurred and are due and payable, for any reasonable
          legal
          fees or other reasonable expenses incurred by them in connection with
          investigating or defending any such Claim. Notwithstanding anything to
          the
          contrary contained herein, the indemnification agreement contained in this
          Section 6(a): (i) shall not apply to a Claim arising out of or based upon
          a
          Violation which occurs in reliance upon and in conformity with information
          furnished in writing to the Company by any Indemnified Person or underwriter
          for
          such Indemnified Person expressly for use in connection with the preparation
          of
          such Registration Statement or any such amendment thereof or supplement
          thereto,
          if such prospectus was timely made available by the Company pursuant to
          Section
          3(c) hereof; (ii) shall not apply to amounts paid in settlement of any
          Claim if
          such settlement is effected without the prior written consent of the Company,
          which consent shall not be unreasonably withheld; and (iii) with respect
          to any
          preliminary prospectus, shall not inure to the benefit of any Indemnified
          Person
          if the untrue statement or omission of material fact contained in the
          preliminary prospectus was corrected on a timely basis in the prospectus,
          as
          then amended or supplemented, such corrected prospectus was timely made
          available by the Company pursuant to Section 3(c) hereof, and the Indemnified
          Person was promptly advised in writing not to use the incorrect prospectus
          prior
          to the use giving rise to a Violation and such Indemnified Person,
          notwithstanding such advice, used it. Such indemnity shall remain in full
          force
          and effect regardless of any investigation made by or on behalf of the
          Indemnified Person and shall survive the transfer of the Registrable Securities
          by the Investors pursuant to Section 9.

         

        b. In
          connection with any Registration Statement in which an Investor is
          participating, each such Investor agrees severally and not jointly to indemnify,
          hold harmless and defend, to the same extent and in the same manner set
          forth in
          Section 6(a), the Company, each of its directors, each of its officers
          who signs
          the Registration Statement, each person, if any, who controls the Company
          within
          the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
          shareholder selling securities pursuant to the Registration Statement or
          any of
          its directors or officers or any person who controls such shareholder or
          underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
          and
          together with an Indemnified Person, an “Indemnified
          Party”),
          against any Claim to which any of them may become subject, under the 1933
          Act,
          the 1934 Act or otherwise, insofar as such Claim arises out of or is based
          upon
          any Violation by such Investor, in each case to the extent (and only to
          the
          extent) that such Violation occurs in reliance upon and in conformity with
          written information furnished to the Company by such Investor expressly
          for use
          in connection with such Registration Statement; and subject to Section
          6(c) such
          Investor will reimburse any legal or other expenses (promptly as such expenses
          are incurred and are due and payable) reasonably incurred by them in connection
          with investigating or defending any such Claim; provided,
          however,
          that
          the indemnity agreement contained in this Section 6(b) shall not apply
          to
          amounts paid in settlement of any Claim if such settlement is effected
          without
          the prior written consent of such Investor, which consent shall not be
          unreasonably withheld; provided,
          further,
          however,
          that
          the Investor shall be liable under this Agreement (including this Section
          6(b)
          and Section 7) for only that amount as does not exceed the net proceeds
          to such
          Investor as a result of the sale of Registrable Securities pursuant to
          such
          Registration Statement. Such indemnity shall remain in full force and effect
          regardless of any investigation made by or on behalf of such Indemnified
          Party
          and shall survive the transfer of the Registrable Securities by the Investors
          pursuant to Section 9. Notwithstanding anything to the contrary contained
          herein, the indemnification agreement contained in this Section 6(b) with
          respect to any preliminary prospectus shall not inure to the benefit of
          any
          Indemnified Party if the untrue statement or omission of material fact
          contained
          in the preliminary prospectus was corrected on a timely basis in the prospectus,
          as then amended or supplemented.

         

        
          
             

          

          
            12

            
              

            

          

          
             

          

        

         

        c. Promptly
          after receipt by an Indemnified Person or Indemnified Party under this
          Section 6
          of notice of the commencement of any action (including any governmental
          action),
          such Indemnified Person or Indemnified Party shall, if a Claim in respect
          thereof is to be made against any indemnifying party under this Section
          6,
          deliver to the indemnifying party a written notice of the commencement
          thereof,
          and the indemnifying party shall have the right to participate in, and,
          to the
          extent the indemnifying party so desires, jointly with any other indemnifying
          party similarly noticed, to assume control of the defense thereof with
          counsel
          mutually satisfactory to the indemnifying party and the Indemnified Person
          or
          the Indemnified Party, as the case may be; provided,
          however,
          that an
          Indemnified Person or Indemnified Party shall have the right to retain
          its own
          counsel with the fees and expenses to be paid by the indemnifying party,
          if, in
          the reasonable opinion of counsel retained by the indemnifying party, the
          representation by such counsel of the Indemnified Person or Indemnified
          Party
          and the indemnifying party would be inappropriate due to actual or potential
          differing interests between such Indemnified Person or Indemnified Party
          and any
          other party represented by such counsel in such proceeding. The indemnifying
          party shall pay for only one separate legal counsel for the Indemnified
          Persons
          or the Indemnified Parties, as applicable, and such legal counsel shall
          be
          selected by Investors holding a majority-in-interest of the Registrable
          Securities included in the Registration Statement to which the Claim relates
          (with the approval of a majority-in-interest of the Initial Investors),
          if the
          Investors are entitled to indemnification hereunder, or the Company, if
          the
          Company is entitled to indemnification hereunder, as applicable. The failure
          to
          deliver written notice to the indemnifying party within a reasonable time
          of the
          commencement of any such action shall not relieve such indemnifying party
          of any
          liability to the Indemnified Person or Indemnified Party under this Section
          6,
          except to the extent that the indemnifying party is actually prejudiced
          in its
          ability to defend such action. The indemnification required by this Section
          6
          shall be made by periodic payments of the amount thereof during the course
          of
          the investigation or defense, as such expense, loss, damage or liability
          is
          incurred and is due and payable.

         

        
          
             

          

          
            13

            
              

            

          

          
             

          

        

         

        7. CONTRIBUTION.

         

        To
          the
          extent any indemnification by an indemnifying party is prohibited or limited
          by
          law, the indemnifying party agrees to make the maximum contribution with
          respect
          to any amounts for which it would otherwise be liable under Section 6 to
          the
          fullest extent permitted by law; provided,
          however,
          that
(i) no
          contribution shall be made under circumstances where the maker would not
          have
          been liable for indemnification under the fault standards set forth in
          Section
          6, (ii) no
          seller of Registrable Securities guilty of fraudulent misrepresentation
          (within
          the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
          from any seller of Registrable Securities who was not guilty of such fraudulent
          misrepresentation, and (iii)contribution
          (together with any indemnification or other obligations under this Agreement)
          by
          any seller of Registrable Securities shall be limited in amount to the
          net
          amount of proceeds received by such seller from the sale of such Registrable
          Securities.

         

        8. REPORTS
          UNDER THE 1934 ACT.

         

        With
          a
          view to making available to the Investors the benefits of Rule 144 promulgated
          under the 1933 Act or any other similar rule or regulation of the SEC that
          may
          at any time permit the investors to sell securities of the Company to the
          public
          without registration (“Rule
          144”),
          the
          Company agrees to:

         

        a. make
          and
          keep public information available, as those terms are understood and defined
          in
          Rule 144;

         

        b. file
          with
          the SEC in a timely manner all reports and other documents required of
          the
          Company under the 1933 Act and the 1934 Act so long as the Company remains
          subject to such requirements (it being understood that nothing herein shall
          limit the Company’s obligations under Section 4(c) of the Securities Purchase
          Agreement) and the filing of such reports and other documents is required
          for
          the applicable provisions of Rule 144; and

         

        c. furnish
          to each Investor so long as such Investor owns Registrable Securities,
          promptly
          upon request, (i) a
          written statement by the Company that it has complied with the reporting
          requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a
          copy of the most recent annual or quarterly report of the Company and such
          other
          reports and documents so filed by the Company, and (iii) such
          other information as may be reasonably requested to permit the Investors
          to sell
          such securities pursuant to Rule 144 without registration.

         

        9. ASSIGNMENT
          OF REGISTRATION RIGHTS.

         

        The
          rights under this Agreement shall be automatically assignable by the Investors
          to any transferee of all or any portion of Registrable Securities if:
          (i) the Investor agrees in writing with the transferee or assignee to
          assign such rights, and a copy of such agreement is furnished to the Company
          within a reasonable time after such assignment, (ii) the Company is, within
          a reasonable time after such transfer or assignment, furnished with written
          notice of (a) the
          name and address of such transferee or assignee, and (b) the
          securities with respect to which such registration rights are being transferred
          or assigned, (iii) following such transfer or assignment, the further
          disposition of such securities by the transferee or assignee is restricted
          under
          the 1933 Act and applicable state securities laws, (iv) at or before the
          time
          the Company receives the written notice contemplated by clause (ii) of
          this
          sentence, the transferee or assignee agrees in writing with the Company
          to be
          bound by all of the provisions contained herein, (v) such transfer shall
          have
          been made in accordance with the applicable requirements of the Securities
          Purchase Agreement, and (vi) such transferee shall be an “accredited
          investor”
as
          that
          term defined in Rule 501 of Regulation D promulgated under the 1933
          Act.

         

        
          
             

          

          
            14

            
              

            

          

          
             

          

        

         

        10. AMENDMENT
          OF REGISTRATION RIGHTS. 

         

        Provisions
          of this Agreement may be amended and the observance thereof may be waived
          (either generally or in a particular instance and either retroactively
          or
          prospectively), only with written consent of the Company, each of the Initial
          Investors (to the extent such Initial Investor still owns Registrable
          Securities) and Investors who hold a majority interest of the Registrable
          Securities. Any amendment or waiver effected in accordance with this Section
          10
          shall be binding upon each Investor and the Company.

         

        11.
          MISCELLANEOUS.

         

        a. A
          person
          or entity is deemed to be a holder of Registrable Securities whenever such
          person or entity owns of record such Registrable Securities. If the Company
          receives conflicting instructions, notices or elections from two or more
          persons
          or entities with respect to the same Registrable Securities, the Company
          shall
          act upon the basis of instructions, notice or election received from the
          registered owner of such Registrable Securities.

         

        b. Any
          notices required or permitted to be given under the terms hereof shall
          be sent
          by certified or registered mail (return receipt requested) or delivered
          personally or by courier (including a recognized overnight delivery service)
          or
          by facsimile and shall be effective five days after being placed in the
          mail, if
          mailed by regular United States mail, or upon receipt, if delivered personally
          or by courier (including a recognized overnight delivery service) or by
          facsimile, in each case addressed to a party. The addresses for such
          communications shall be:

         

        If
          to the
          Company:

         

        DealerAdvance,
          Inc.

        16801
          Addison Road, Suite 310,

        Addison,
          TX, 75001

        Telephone:
          908-903-1195

        Facsimile:
          908-903-1197

        Attention:
          President and Chief Executive Officer

         

        
          
             

          

          
            15

            
              

            

          

          
             

          

           

        

        With
          a
          copy to: 

         

        Anslow
          & Jaclin, LLP

        195
          Route
          9 South, Suite 204

        Manalapan,
          NJ 07726

        Attention:
          Richard I. Anslow, Esq.

        Telephone:
          (732) 409-1212

        Facsimile:
          (732) 577-1188

        Email:
          ranslow@anslowlaw.com 

         

        If
          to an
          Investor: to the address set forth immediately below such Investor’s name on the
          signature pages to the Securities Purchase Agreement. 

         

        With
          a
          copy to:

         

        Ballard
          Spahr Andrews & Ingersoll, LLP

        1735
          Market Street

        51st
          Floor

        Philadelphia,
          Pennsylvania 19103

        Attention:
          Gerald J. Guarcini, Esq.

        Telephone:
          215-865-8625

        Facsimile:
          215-864-8999

        Email:
          guarcini@ballardspahr.com

         

        c. Failure
          of any party to exercise any right or remedy under this Agreement or otherwise,
          or delay by a party in exercising such right or remedy, shall not operate
          as a
          waiver thereof.

         

        d. 
          THIS
          AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
          THE
          LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
          ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
          OF
          LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
          THE
          UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH RESPECT TO
          ANY
          DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
          HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
          IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
          OF
          SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
          UPON
          A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
          SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
          HEREIN
          SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
          BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY
          SUCH SUIT
          OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
          BY
          SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES
          NOT
          PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE
          FOR ALL
          FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
          IN CONNECTION WITH SUCH DISPUTE.

         

        
          
             

          

          
            16

            
              

            

          

          
             

          

        

         

        e. In
          the
          event that any provision of this Agreement is invalid or unenforceable
          under any
          applicable statute or rule of law, then such provision shall be deemed
          inoperative to the extent that it may conflict therewith and shall be deemed
          modified to conform with such statute or rule of law. Any provision hereof
          which
          may prove invalid or unenforceable under any law shall not affect the validity
          or enforceability of any other provision hereof.

         

        f. This
          Agreement, the Notes, the Warrants and the Securities Purchase Agreement
          (including all schedules and exhibits thereto) constitute the entire agreement
          among the parties hereto with respect to the subject matter hereof and
          thereof.
          There are no restrictions, promises, warranties or undertakings, other
          than
          those set forth or referred to herein and therein. This Agreement and the
          Securities Purchase Agreement supersede all prior agreements and understandings
          among the parties hereto with respect to the subject matter hereof and
          thereof.

         

        g. Subject
          to the requirements of Section 9 hereof, this Agreement shall be binding
          upon
          and inure to the benefit of the parties and their successors and
          assigns.

         

        h. The
          headings in this Agreement are for convenience of reference only and shall
          not
          form part of, or affect the interpretation of, this Agreement.

         

        i. This
          Agreement may be executed in two or more counterparts, each of which shall
          be
          deemed an original but all of which shall constitute one and the same agreement
          and shall become effective when counterparts have been signed by each party
          and
          delivered to the other party. This Agreement, once executed by a party,
          may be
          delivered to the other party hereto by facsimile transmission of a copy
          of this
          Agreement bearing the signature of the party so delivering this
          Agreement.

         

        j. Each
          party shall do and perform, or cause to be done and performed, all such
          further
          acts and things, and shall execute and deliver all such other agreements,
          certificates, instruments and documents, as the other party may reasonably
          request in order to carry out the intent and accomplish the purposes of
          this
          Agreement and the consummation of the transactions contemplated
          hereby.

         

        k. Except
          as
          otherwise provided herein, all consents and other determinations to be
          made by
          the Investors pursuant to this Agreement shall be made by Investors holding
          a
          majority of the Registrable Securities, determined as if the all of the
          Notes
          then outstanding have been converted into for Registrable
          Securities.

         

        l. The
          Company acknowledges that a breach by it of its obligations hereunder will
          cause
          irreparable harm to each Investor by vitiating the intent and purpose of
          the
          transactions contemplated hereby. Accordingly, the Company acknowledges
          that the
          remedy at law for breach of its obligations under this Agreement will be
          inadequate and agrees, in the event of a breach or threatened breach by
          the
          Company of any of the provisions under this Agreement, that each Investor
          shall
          be entitled, in addition to all other available remedies in law or in equity,
          and in addition to the penalties assessable herein, to an injunction or
          injunctions restraining, preventing or curing any breach of this Agreement
          and
          to enforce specifically the terms and provisions hereof, without the necessity
          of showing economic loss and without any bond or other security being
          required.

         

        m. The
          language used in this Agreement will be deemed to be the language chosen
          by the
          parties to express their mutual intent, and no rules of strict construction
          will
          be applied against any party.

         

        [REMAINDER
          OF PAGE INTENTIONALLY LEFT BLANK]

         

        
          
             

          

          
            17

            
              

            

          

          
             

          

        

         

        IN
          WITNESS WHEREOF,
          the
          Company and the undersigned Initial Investors have caused this Agreement
          to be
          duly executed as of the date first above written.

         

        DEALERADVANCE,
          INC.

        


        ________________________________________

        Steven
          E.
          Humphries

        President
          and Chief Executive Officer

        


         

        AJW
          PARTNERS, LLC

        By:
          SMS
          Group, LLC

         

        ________________________________________

        Corey
          S.
          Ribotsky

        Manager
          

         

        AJW
          OFFSHORE, LTD.

        By:
          First
          Street Manager II, LLC

        


        ________________________________________

        Corey
          S.
          Ribotsky

        Manager

        


        


        AJW
          QUALIFIED PARTNERS, LLC

        By:
          AJW
          Manager, LLC

        


        ________________________________________

        Corey
          S.
          Ribotsky

        Manager

        


        


        NEW
          MILLENNIUM CAPITAL PARTNERS, II, LLC

        By:
          First
          Street Manager II, LLC

        


        ________________________________________

        Corey
          S.
          Ribotsky

        Manager

         

        
          
             

          

          
            18