Exhibit 4.3

         THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
         INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY NOT BE
         SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
         THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES LAWS. THIS
         WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF
         EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT, AND NO SALE,
         ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS WARRANT SHALL BE
         VALID OR EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE BEEN
         COMPLIED WITH.


                                     Date of Issuance: ___________________, 2006

                             CARSUNLIMITED.COM, INC.

                             Stock Purchase Warrant

                    (Void after _____________________, 2011)

      CARSUNLIMITED.COM, INC., a Nevada corporation (the "Company"), for value
received, hereby certifies and agrees that ______________________________or its
registered assigns (the "Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
on or after the date hereof (the "Date of Issuance") and on or before the fifth
(5th) anniversary of the Date of Issuance at not later than 5:00 p.m. New York
time (such date and time, the "Expiration Time"), _______________(____________)
duly authorized, validly issued, fully paid and non-assessable shares of the
Company's common stock, $0.001 par value per share (the "Common Stock") at an
initial exercise price equal to $(1) per share, subject to adjustment in certain
cases as described herein. The shares issuable upon exercise of this Warrant,
and the purchase price per share, are hereinafter referred to as the "Warrant
Shares" and the "Exercise Price," respectively. The term "Warrant" as used
herein shall include this Warrant and any other warrants delivered in
substitution or exchange therefor, as provided herein. The Warrant shall
terminate at the Expiration Time.

      This Warrant is issued pursuant to that certain Securities Purchase
Agreement of even date herewith by and among the Company and certain investors
set forth therein (the "Securities Purchase Agreement").

----------
(1) The result obtained by dividing $16,000,000 by the number of outstanding
shares of common stock of the Company calculated on a fully diluted basis after
giving effect to the reverse merger of Innopump, Inc. into a subsidiary of the
Company.


                                       1
<PAGE>


      1. Exercise.

            1.1. Method of Exercise

            (a) This Warrant may be exercised by the Registered Holder at any
time from time to time, in whole or in part, prior to the Expiration Time by
surrendering this Warrant, with a Notice of Exercise in the form of Annex A
hereto (the "Notice of Exercise") duly executed by such Registered Holder or by
such Registered Holder's duly authorized attorney, at the principal office of
the Company set forth on the signature page hereto, or at such other office or
agency as the Company may designate in writing (the "Company's Office"),
accompanied by payment in full, in lawful money of the United States (by wire
transfer of immediately available funds or by bank cashier's or certified
check), of the Exercise Price payable in respect of the number of shares of
Warrant Shares purchased upon such exercise. In lieu of cash payment, the
Warrant may be exercised through a cashless exercise in the manner set forth in
Section 1.2 below.

            (b) Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which the
appropriate Annex form shall be dated and directed to the Company (as evidenced
by the applicable postmark or other evidence of transmittal) as provided in
Section 1(a) hereof. At such time, the person or persons in whose name or names
any certificates for Warrant Shares shall be issuable upon such exercise as
provided in Section 1(c) hereof shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates.

            (c) As soon as practicable after the exercise of this Warrant, in
full or in part, and in any event within ten (10) days thereafter, the Company,
at its expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct:

                  (i) a certificate or certificates for the number of full
Warrant Shares to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 4
hereof; and

                  (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, representing in the aggregate on
the face or faces thereof the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of such shares purchased by the Registered
Holder upon such exercise as provided in Section 3 hereof or received pursuant
to Section 1.2 hereof.

            1.2. Exercise by Surrender of Warrant. In addition to the method of
payment set forth in Section 1.1 and in lieu of any cash payment required
thereunder, the Warrant may be exercised by surrendering the Warrant in the
manner specified in this Section 1.2, together with irrevocable instructions to
the Company to issue in exchange for the Warrant the number of shares of Common
Stock equal to the product of (x) the number of shares of Common Stock
underlying the Warrants multiplied by (y) a fraction, the numerator of which is
the Market Value (as defined below) of the Common Stock less the Exercise Price
and the denominator of which is such Market Value. As used herein, the phrase
"Market Value" at any date shall be deemed to be the last reported sale price,
or, in case no such reported sale takes place on such day, the average of the
last reported sale prices for the last three (3) trading days, in either case as
officially reported by the principal securities exchange or "over the counter"
(including on the pink sheets or bulletin board) exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange or sold "over the
counter", the average closing bid price as furnished by the NASD through NASDAQ
or similar organization if NASDAQ is no longer reporting such information, or if
the Common Stock is not quoted on NASDAQ, as determined in good faith by
resolution of the Board of Directors of the Company, based on the best
information available to it.


                                       2
<PAGE>


      2. Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance by the Company, be
validly issued, fully paid and nonassessable, and free from preemptive rights
and free from all taxes, liens and charges with respect thereto. The Company
further covenants and agrees that, from and after the Date of Issuance and
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, and reserve, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.

      3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the Market Value for each fractional share of
the Company's Common Stock which would be issuable upon exercise of this
Warrant.

      4. Requirements for Transfer.

            (a) Warrant Register. The Company will maintain a register (the
"Warrant Register") containing the names and addresses of the Registered Holder
or Registered Holders. Any Registered Holder of this Warrant or any portion
thereof may change its address as shown on the Warrant Register by written
notice to the Company requesting such change, and the Company shall promptly
make such change. Until this Warrant is transferred on the Warrant Register of
the Company, the Company may treat the Registered Holder as shown on the Warrant
Register as the absolute owner of this Warrant for all purposes, notwithstanding
any notice to the contrary, provided, however, that if and when this Warrant is
properly assigned in blank, the Company may, but shall not be obligated to,
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.

            (b) Warrant Agent. The Company may, by written notice to the
Registered Holder, appoint an agent for the purpose of maintaining the Warrant
Register referred to in Section 4(a) hereof, issuing the Common Stock issuable
upon the exercise of this Warrant, exchanging this Warrant, replacing this
Warrant or any or all of the foregoing. Thereafter, any such registration,
issuance, exchange, or replacement, as the case may be, may be made at the
office of such agent.


                                       3
<PAGE>


            (c) Transfer. Subject to the provisions of this Section 4, this
Warrant and all rights hereunder are transferable, in whole or in part, upon the
surrender of this Warrant with a properly executed Assignment Form in
substantially the form attached hereto as Annex B (the "Assignment") at the
principal office of the Company.

            (d) Exchange of Warrant Upon a Transfer. On surrender of this
Warrant for exchange, properly endorsed on the Assignment and subject to the
provisions of this Warrant and with the limitations on assignments and transfers
as contained in this Section 4, the Company at its expense shall issue to or on
the order of the Registered Holder a new warrant or warrants of like tenor, in
the name of the Registered Holder or as the Registered Holder (on payment by the
Registered Holder of any applicable transfer taxes) may direct, for the number
of shares issuable upon exercise hereof.

      5. Adjustment.

            (a) Computation of Adjusted Exercise Price. Except as hereinafter
provided, in case the Company shall at any time after the date hereof issue or
sell any shares of its Stock (as defined in Section 5(g)), other than the
issuances or sales referred to in Section 5(h) hereof, for a consideration per
share less than the Exercise Price in effect immediately prior to the issuance
or sale of such shares, or without consideration, then forthwith upon such
issuance or sale, the Exercise Price shall (until another such issuance or sale)
be reduced to the price (calculated to the nearest full cent) equal to the
quotient derived by dividing (A) an amount equal to the sum of (X) the product
of (a) the Exercise Price in effect immediately prior to such issuance or sale,
multiplied by (b) the total number of shares of Stock outstanding immediately
prior to such issuance or sale, plus (Y) the aggregate of the amount of all
consideration, if any, received by the Company upon such issuance or sale, by
(B) the total number of shares of Stock outstanding immediately after such
issuance or sale; provided, however, that in no event shall the Exercise Price
be adjusted pursuant to this computation to an amount in excess of the Exercise
Price in effect immediately prior to such computation, except in the case of a
combination of outstanding shares of Stock, as provided by Section 5(c) hereof.
For the purposes of this Section 5 the term Exercise Price shall mean the
Exercise Price per share set forth on the first page of this Warrant, as
adjusted from time to time pursuant to the provisions of this Section 5.

                  (i) For purposes of any computation to be made in accordance
with this Section 5(a), the following provisions shall be applicable:

                  (ii) In case of the issuance or sale of shares of Stock for a
consideration part or all of which shall be cash, the amount of the cash
consideration, shall be deemed to be the amount of cash received by the Company
for such shares (or, if shares of Stock are offered by the Company for
subscription, the subscription price, or, if either of such securities shall be
sold to underwriters or dealers for public offering without a subscription
price, the public offering price, before deducting therefrom any compensation
paid or discount allowed in the sale, underwriting or purchase thereof by
underwriters or dealers or other persons or entities performing similar
services), or any expenses incurred in connection therewith and less any amounts
payable to security holders or any affiliate thereof, including, without
limitation, any employment agreement, royalty, consulting agreement, covenant
not to compete, earnout or contingent payment right or similar arrangement,
agreement or understanding, whether oral or written; all such amounts shall be
valued at the aggregate amount payable thereunder whether such payments are
absolute or contingent and irrespective of the period or uncertainty of payment,
the rate of interest, if any, or the contingent nature thereof.


                                       4
<PAGE>


                  (iii) In case of the issuance or sale (otherwise than as a
dividend or other distribution on any stock of the Company) of shares of Stock
for a consideration part or all of which shall be other than cash, the amount of
the consideration therefor other than cash shall be deemed to be the value of
such consideration as determined in good faith by the Board of Directors of the
Company.

                  (iv) Shares of Stock issuable by way of dividend or other
distribution on any capital stock of the Company shall be deemed to have been
issued immediately after the opening of business on the day following the record
date for the determination of stockholders entitled to receive such dividend or
other distribution and shall be deemed to have been issued without
consideration.

                  (v) The reclassification of securities of the Company other
than shares of Stock into securities including shares of Stock shall be deemed
to involve the issuance of such shares of Stock for consideration other than
cash immediately prior to the close of business on the date fixed for the
determination of security holders entitled to receive such shares, and the value
of the consideration allocable to such shares of Stock shall be determined as
provided in Section 5(v).

                  (vi) The number of shares of Stock at any one time outstanding
shall include the aggregate number of shares issued or issuable (subject to
readjustment upon the actual issuance thereof) upon the exercise of then
outstanding options, rights, warrants, and convertible and exchangeable
securities.

            (b) Options, Rights, Warrants and Convertible and Exchangeable
Securities.

                  (i) In case the Company shall at any time after the date
hereof issue options, rights or warrants to subscribe for shares of Stock, or
issue any securities convertible into or exchangeable for shares of Stock, for a
consideration per share less than the Exercise Price in effect immediately prior
to the issuance of such options, rights, warrants or such convertible or
exchangeable securities, or without consideration, the Exercise Price in effect
immediately prior to the issuance of such options, rights, warrants or such
convertible or exchangeable securities, as the case may be, shall be reduced to
a price determined by making a computation in accordance with the provisions of
Section 5(a) hereof, provided that:

                  (ii) The aggregate maximum number of shares of Stock, as the
case may be, issuable under such options, rights or warrants shall be deemed to
be issued and outstanding at the time such options, rights or warrants were
issued, for a consideration equal to the minimum purchase price per share
provided for in such options, rights or warrants at the time of issuance, plus
the consideration (determined in the same manner as consideration received on
the issue or sale of shares in accordance with the terms of the Warrant), if
any, received by the Company for such options, rights or warrants. The aggregate
maximum number of shares of Stock issuable upon conversion or exchange of any
convertible or exchangeable securities shall be deemed to be issued and
outstanding at the time of issuance of such securities, and for a consideration
equal to the consideration (determined in the same manner as consideration
received on the issue or sale of shares of Stock in accordance with the terms of
the Warrant) received by the Company for such securities, plus the minimum
consideration, if any, receivable by the Company upon the conversion or exchange
thereof. If any change shall occur in the price per share provided for in any of
the options, rights or warrants referred to in subsection, or in the price per
share at which the securities referred to in this subsection are exchangeable,
such options, rights or warrants or exchange rights, as the case may be, shall
be deemed to have expired or terminated on the date when such price change
became effective in respect to shares not theretofore issued pursuant to the
exercise or exchange thereof, and the Company shall be deemed to have issued
upon such date new options, rights or warrants or exchangeable securities at the
new price in respect of the number of shares issuable upon the exercise of such
options, rights or warrants or the conversion or exchange of such exchangeable
securities.


                                       5
<PAGE>


            (c) Subdivision and Combination. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Stock subject to
acquisition hereunder into a greater number of shares, then, after the date of
record for effecting such subdivision, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of
shares of Common Stock subject to acquisition upon exercise of this Warrant will
be proportionately increased. If the Company at any time combines (by reverse
stock split, recapitalization, reorganization, reclassification or otherwise)
the shares of Stock subject to acquisition hereunder into a smaller number of
shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock subject to
acquisition upon exercise of this Warrant will be proportionately decreased.

            (d) Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company into any other corporation, or in case of
any sale or conveyance of all or substantially all of the assets of the Company
other than in connection with a plan of complete liquidation of the Company,
then as a condition of such consolidation, merger or sale or conveyance,
adequate provision will be made whereby the Registered Holder will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of Common Stock immediately theretofore subject to acquisition upon the exercise
of this Warrant, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for the number of shares of Common Stock
immediately theretofore subject to acquisition and receivable upon exercise of
this Warrant had such consolidation, merger or sale or conveyance not taken
place. In any such case, the Company will make appropriate provision to insure
that the provisions of this Section 5 hereof will thereafter be applicable as
nearly as may be in relation to any shares of stock or securities thereafter
deliverable upon the exercise of this Warrant.

            (e) Notice of Adjustment. Upon the occurrence of any event which
requires any adjustment of the Exercise Price, then and in each such case the
Company shall give notice thereof to the Registered Holder, which notice shall
state the Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of Warrant Shares purchasable at such price upon
exercise, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.


                                       6
<PAGE>


            (f) Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 5, the number of
securities issuable upon the exercise of each Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

            (g) Definition of Stock. For the purpose of this Agreement, the term
"Stock" shall mean (i) the class of stock designated as Common Stock in the
Articles of Incorporation of the Company as may be amended as of the date
hereof, or (ii) any other class of stock resulting from successive changes or
reclassifications of such Stock consisting solely of changes in par value, or
from par value to no par value, or from no par value to par value.

            (h) No Adjustment of Exercise Price in Certain Cases. No adjustment
of the Exercise Price shall be made:

                  (i) Upon issuance or sale of this Warrant or Warrant Shares,
or the other Warrants issued pursuant to the Purchase Agreement and Warrant
Shares issued upon exercise thereof, or other options, warrants and convertible
securities outstanding as of the date hereof into or for shares of Common Stock.

                  (ii) Upon the issuance or sale of any shares of capital stock,
or the grant of options exercisable therefor, issued or issuable after the date
of this Warrant, to directors, officers, employees, advisers and consultants of
the Company or any subsidiary pursuant to any incentive or non-qualified stock
option plan or agreement, stock purchase plan or agreement, stock restriction
agreement or restricted stock plan, employee stock ownership plan (ESOP),
consulting agreement, stock appreciation right (SAR), stock depreciation right
(SDR), bonus stock arrangement, or such other similar compensatory options,
issuances, arrangements, agreements or plans approved by the Board of Directors.

                  (iii) If the amount of said adjustment shall be less than one
cent ($0.01) per security issuable upon exercise of this Warrant, provided,
however, that in such case any adjustment that would otherwise be required then
to be made shall be carried forward and shall be made at the time of and
together with the next subsequent adjustment which, together with any adjustment
so carried forward, shall amount to at least two cents ($0.02) per security
issuable upon exercise of this Warrant.


                                       7
<PAGE>


      6. No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant but will at all times carry out all such
terms and take all such action as may be reasonably necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.

      7. Liquidating Dividends and Other Distributions. The Company agrees and
covenants that, while any amount of the Notes is outstanding, it will not
directly or indirectly declare or pay any dividend or make any distributions.
After the payment in full of the Notes, if the Company pays a dividend or makes
a distribution on the Common Stock payable otherwise than in cash out of
earnings or earned surplus (determined in accordance with generally accepted
accounting principles) except for a stock dividend payable in shares of Common
Stock (a "Liquidating Dividend") or otherwise distributes to its stockholders
any assets, properties, rights, evidence of indebtedness, securities whether
issued by the Company or by another, or any other thing of value, then the
Company will pay or distribute to the Registered Holder of this Warrant, upon
the exercise hereof, in addition to the Warrant Shares purchased upon such
exercise, either (i) the Liquidating Dividend that would have been paid to such
Registered Holder if he had been the owner of record of such Warrant Shares
immediately prior to the date on which a record is taken for such Liquidating
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such dividends or distribution are to be determined or
(ii) the same property, assets, rights, evidences of indebtedness, securities or
any other thing of value that the Registered Holder would have been entitled to
receive at the time of such distribution as if the Warrant had been exercised
immediately prior to such distribution.

      8. Notices of Record Date, Etc. In case:

            (a) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive
any other right; or of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the surviving entity), or any
transfer of all or substantially all of the assets of the Company; or of the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least ten (10) days prior to the
record date or effective date for the event specified in such notice unless such
prior notice is waived by the Registered Holder.


                                       8
<PAGE>


      9. No Rights of Stockholders. Subject to other Sections of this Warrant,
the Registered Holder shall not be entitled to vote, to receive dividends or
subscription rights, nor shall anything contained herein be construed to confer
upon the Registered Holder, as such, any of the rights of a stockholder of the
Company, including without limitation any right to vote for the election of
directors or upon any matter submitted to stockholders, to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance, or otherwise), to receive notices,
or otherwise, until the Warrant shall have been exercised as provided herein.

      10. Registration Rights. The Registered Holder shall be entitled to the
registration rights set forth in the Registration Rights Agreement as of even
date herewith that is being executed in connection with the Securities Purchase
Agreement.

      11. Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement reasonably satisfactory to the Company, or (in the case of
mutilation) upon surrender and cancellation of this Warrant, the Company will
issue, in lieu thereof, a new Warrant of like tenor.

      12. Mailing of Notices, Etc. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, then it shall give prompt written notice
to the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice.

      13. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

      14. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

      15. Severability. If any provision of this Warrant shall be held to be
invalid and unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Warrant.

      16. Governing Law and Submission to Jurisdiction. This Warrant will be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflict or choice of laws of any jurisdiction.
The parties hereby agree that any action, proceeding or claim against it arising
out of, or relating in any way to this Warrant shall be brought and enforced in
the courts of the State of New York, and irrevocably submit to such
jurisdiction, which jurisdiction shall be exclusive.


                                       9
<PAGE>


      17. Certificate. Upon request by the Registered Holder of this Warrant,
the Company shall promptly deliver to such holder a certificate executed by its
President or Chief Financial Officer setting forth the total number of
outstanding shares of capital stock, convertible debt instruments and options,
rights, warrants or other agreements relating to the purchase of such capital
stock or convertible debt instruments, together with its calculation of the
number of shares remaining available for issuance upon exercise of this Warrant,
and a certificate of the accuracy of the statements set forth therein.

      18. Supplements and Amendments. The Company and the Registered Holder may
from time to time supplement or amend this Warrant in order to cure any
ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and the Holder may deem necessary or desirable.

      19. Successors. This Warrant shall be binding upon and shall inure to the
benefit of the respective successors and assigns of the parties, except that the
Company shall not have the right to assign or otherwise transfer all or any part
of its rights or obligations hereunder or any interest herein without the prior
written consent of the Registered Holder.

      20. Benefits of this Warrant. Nothing in this Warrant shall be construed
to give to any person, entity or corporation other than the Company and the
Registered Holder of the Warrant Certificate any legal or equitable right,
remedy or claim under this Warrant; and this Warrant shall be for the sole and
exclusive benefit of the Company and the Registered Holder of the Warrant
Certificate.

                    Balance of Page Intentionally left Blank
                             Signature Page Follows


                                       10
<PAGE>


IN WITNESS WHEREOF, CARSUNLIMITED.COM, INC. has caused this Warrant to be signed
by its duly authorized officers under its corporate seal and to be dated on the
day and year first written above.

                                            CARSUNLIMITED.COM, INC.


                                            By:
                                               --------------------------------
                                                Name:
                                                     --------------------------
                                                Title: President


                                          Principal Office: 305 Madison Avenue,
                                                            Suite 4510
                                                            New York, NY 10165





                                       11
<PAGE>


                                     ANNEX A

                             NOTICE OF EXERCISE FORM


To:                                                                   Dated:

      The undersigned, pursuant to the provisions in the attached Warrant,
hereby irrevocably elects to: [check the appropriate box]

      __ (i) purchase _____ shares of Common Stock covered by such Warrant and
hereby makes payment of $_______, representing the full purchase price for
shares at the exercise price per share provided for in such Warrant. Enclosed
herewith is payment of the exercise price of such shares in full; or

      __ (ii) exercise the Warrant on a "cashless" basis in the manner set forth
in Section 1.2 of the Warrant. Such calculation results in the net issuance of
_______ shares of Common Stock of the Company to the undersigned.

      Please have the shares of Common Stock of the Company issuable pursuant to
this exercise delivered to __________________.


                                                              Signature:

                                                              Dated:

                                                              Address:


<PAGE>


                                     ANNEX B

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, _________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant with respect to the number of shares of Common Stock covered thereby set
forth below, unto:

Name of Assignee               Address                    No. of Shares
----------------               -------                    -------------







                                                              Dated:

                                                              Signature:

                                                              Dated:

                                                              Witness: