Unassociated Document


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
      FOR
      SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      OR
      AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED.

    


    NOTE
      CONVERSION AGREEMENT

     

    This
      Note
      Conversion Agreement (the “Agreement”) is made and entered into as of the date
      set forth on the signature page by and among Carsunlimited.com, Inc., a Nevada
      corporation (the “Company”), and ODC Partners LLC, a Delaware LLC (“ODC”) with
      reference to the following facts:

    


    RECITALS

    


    WHEREAS,
      on July
      1, 2003, ODC entered into a Revolving Convertible Credit Facility with the
      Company to lend the Company up to $100,000 during the credit period (the
“Loan”);

    


    WHEREAS,
      Company
      and ODC wish to provide for the terms and conditions pursuant to which the
      Loan
      may be converted to common stock of the Company at the rate of $.01 per
      share;

    


    NOW THEREFORE, in
      consideration of the mutual covenants and promises contained herein, and for
      valuable consideration, the receipt and sufficiency of which are hereby mutually
      acknowledged, the parties to this Agreement (collectively “parties” and
      individually a “party”) agree as follows: 

    


    CONVERSION
      AGREEMENT

    


    1.  Conversion
      of Notes.
      The
      Company and ODC hereby agree that ODC shall convert $100,000 of principal and
      interest into shares of the Company’s common stock at a price per share of one
      cent ($.01) (the “Conversion Shares”). The parties agree that the Company shall
      owe no additional amounts under the Loan.

    


    2. Closing.
      At the
      Closing, ODC shall deliver the Notice of Conversion and the Loan to the Company
      and the Company shall deliver a copy of the stock certificate representing
      the
      Conversion Shares to ODC. All promissory notes or other instruments evidencing
      borrowings under the Revolving Credit Facility will be submitted to the
      Company.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    MISCELLANEOUS
      PROVISIONS

    


    3. Transfer.
      If the
      Holder wished to transfer any of the Conversion Shares to any transferee(s),
      then upon delivery of the stock certificate representing the Conversion Shares
      and a completed assignment of stock power certificate, the Company shall cause
      its transfer agent to issue a new stock certificate within 2 days of receipt
      to
      such transferee(s).

    


    4. Investor
      Representations and Warranties and Covenants.
      The
      Holder represents, warrants and covenants to the Company as
      follows:

    


    a.  No
      Registration.
      Such
      Holder understands that the Note, and the Conversion Shares have not been,
      and
      will not be, registered under the Securities Act of 1933, as amended (the
“Securities
      Act”)
      by
      reason of a specific exemption from the registration provisions of the
      Securities Act, the availability of which depends upon, among other things,
      the
      bona fide nature of the investment intent and the accuracy of such Holder’s
      representations as expressed herein or otherwise made pursuant
      hereto.

    


    b.  Investment
      Intent.
      Such
      Holder has acquired the Note, and is acquiring the Conversion Shares, for
      investment for its own account, not as a nominee or agent.

    


    c.  Investment
      Experience.
      Such
      Holder has substantial experience in evaluating and investing in private
      placement transactions of securities in companies similar to the Company and
      acknowledges that such Holder can protect its own interests. Such Holder has
      such knowledge and experience in financial and business matters so that such
      Holder is capable of evaluating the merits and risks of its investment in the
      Company.

    


    d.  Speculative
      Nature of Investment.
      Such
      Holder understands and acknowledges that the Company has a limited financial
      and
      operating history and that an investment in the Company is highly speculative
      and involves substantial risks. Such Holder can bear the economic risk of such
      Holder’s investment and is able, without impairing such Holder’s financial
      condition, to hold the Conversion Shares for an indefinite period of time and
      to
      suffer a complete loss of such Holder’s investment.

    


    e.  Access
      to Data.
      The
      Holder and its advisors, if any, have been furnished with or have been given
      access to all materials relating to the business, finances and operations of
      the
      Company and any reasonably requested materials requested by the Holder, The
      Holder and its advisors, if any, have been afforded the opportunity to ask
      questions of the Company and its management and have rceived complete and
      satisfactory answers to any such inquiries. Without limiting the generality
      of
      the foregoing, the Holder has had the opportunity to obtain and to review the
      Company’s filings available on the EDGAR web site of the Securities and Exchange
      Commission ().

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    f.  Accredited
      Investor.
      The
      Holder is an “accredited investor’ within the meaning of Regulation D, Rule
      501(a), promulgated by the Securities and Exchange Commission under the
      Securities Act and shall submit to the Company such further assurances of such
      status as may be reasonably requested by the Company.

    


    g.  Brokers
      or Finders.
      Such
      Holder has not engaged any brokers, finders or agents, and the Company has
      not,
      and will not, incur, directly or indirectly, as a result of any action taken
      by
      Holder, any liability for brokerage or finders’ fees or agents’ commissions or
      any similar charges in connection with this Conversion Agreement and the
      transactions related hereto.

    


    h.  Tax
      Advisors.
      Such
      Holder has reviewed with its own tax advisors the U.S. federal, state, local
      and
      foreign tax consequences of this investment and the transactions contemplated
      by
      this Conversion Agreement. With respect to such matters, such Holder relies
      solely on such advisors and not on any statements or representations of the
      Company or any of its agents, written or oral. The Holder understands that
      it
      (and not the Company) shall be responsible for its own tax liability that may
      arise as a result of this investment or the transactions contemplated by this
      Conversion Agreement.

    


    i.  Legends.
      The
      Holder understands and agrees that the certificates evidencing the Conversion
      Shares shall bear a legend in substantially the form as follows (in addition
      to
      any legend required by any other applicable agreement or under applicable state
      securities laws):

    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
      MAY
      NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
      REGISTERED UNDERDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS
      THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
      SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
      REQUIRED.”

    


    5. Company
      Representations and Warranties and Covenants.
      The
      Company represents, warrants and covenants to the Holder as
      follows:

    


    
      	a.  	
              Authorization. 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    i. The
      Company has all requisite power and authority to execute and deliver this
      Conversion Agreement, and to carry out and perform its obligations under the
      terms hereof. All action on the part of the Company necessary for the
      authorization, execution, delivery and performance of this Conversion Agreement,
      and the performance of all of the Company’s obligations herein, has been
      taken.

    
      	 	
               

            


    

    
            ii. 
This
        Conversion
        Agreement, when executed and delivered by the Company, will constitute
        valid and legally binding obligations of the Company, enforceable in accordance
        with its terms except: (i) as limited by applicable bankruptcy, insolvency,
        reorganization, moratorium and other laws of general application affecting
        enforcement of creditors’ rights generally, and (ii) as limited by laws relating
        to the availability of specific performance, injunctive relief or other
        equitable remedies or by general principles of equity.

    

    


    iii. No
      consent, approval, authorization, order, filing, registration or qualification
      of or with any court, governmental authority or third person is required to
      be
      obtained by the Company in connection with the execution and delivery of this
      Conversion Agreement by the Company or the performance of the Company’s
      obligations hereunder.

    


    b. The
      Securities.
      The
      Conversion Shares upon issuance under this Agreement:

     

        i. are,
      or
      will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the Securities Act,
      and any applicable state securities laws;

     

        ii. have
      been, or will be, duly and validly authorized and on the date of issuance of
      the
      Conversion Shares, the Conversion Shares will be duly and validly issued, fully
      paid and nonassessable;

     

        iii. will
      not
      have been issued or sold in violation of any preemptive or other similar rights
      of the holders of any securities of the Company; and

     

        iv. will
      not
      subject the holders thereof to personal liability by reason of being such
      holders.

    


    c. Brokers
      or Finders.
      The
      Company has not engaged any brokers, finders or agents, and Holder has not,
      and
      will not, incur, directly or indirectly, as a result of any action taken by
      the
      Company, any liability for brokerage or finders’ fees or agents’ commissions or
      any similar charges in connection with this Conversion Agreement and the
      transactions related hereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    d. Reporting
      Company. The
      Company is a publicly-held company subject to reporting obligations pursuant
      to
      Section 13 of the 1934
      Act
      and has
      a class of common shares registered pursuant to Section 12(g) of the 1934 Act.
      Pursuant to the provisions of the Securities Exchange Act of 1934, as amended,
      the Company has timely filed all reports and other materials required to be
      filed thereunder with the Securities & Exchange Commission during the
      preceding twelve months. 

    


    6.  Binding
      Agreement.
      The
      provisions of this Agreement will be binding upon and inure to the benefit
      of
      the heirs, executors, administrators, personal representatives, successors
      in
      interest and assigns to the respective parties to it.

    


    7.  Entire
      Agreement.
      This
      Agreement memorializes and constitutes the entire agreement and understanding
      among
      the
      parties regarding the subject matter hereof, and supersedes all prior
      negotiations, proposed agreements and agreements, whether written or unwritten.
      The parties acknowledge that no other party, nor any agent or attorney of any
      other party, has made any promises, representations, or warranties whatsoever,
      expressly or impliedly, which are not expressly contained in this Agreement,
      and
      the parties further acknowledge that they have not executed this Agreement
      in
      reliance upon any collateral promise, representation, warranty, or in reliance
      upon any belief as to any fact or matter not expressly recited in this
      Agreement.

    


    8.  Authorization.
      The
      parties shall hereafter execute all documents and do all that is necessary,
      convenient or desirable in the reasonable opinion of the other party to effect
      the provisions of this Agreement. 

    


    9.  Counterparts.
      For the
      convenience of the parties, this Agreement may be executed by facsimile
      signatures and in counterparts that shall together constitute the agreement
      of
      the parties as one and the same instrument. It is the intent of the parties
      that
      a copy of this Agreement signed by any party shall be fully enforceable against
      that party.

    


    10.  Severability.
      Should
      any provision of this Agreement be declared or determined by any court to be
      illegal or invalid, the validity of the remaining parts, terms or provisions
      shall not be affected thereby and, in
      lieu
      of such illegal or invalid provision, there shall be added a provision as
      similar in terms and amount to such illegal or invalid provision as may be
      possible and, if such illegal or invalid provision cannot be so modified, then
      it shall be deemed not to be a part of this Agreement.

    


    [Signature
      Page Follows]

    


    


    
      
        
        

      

      
      

      
        

      

    

    
      
      

    

    


     

    IN
      WITNESS WHEREOF the
      parties have executed this Note Conversion Agreement as of August 8,
      2006.

    


    CARSUNLIMITED.COM,
      INC.

    


    


    By: 
      /s/
      Daniel Myers   

    Daniel
      Myers, President

    


    


    ODC
      PARTNERS, LLC

    


    


    By:
      /s/
      Daniel Myers   

    Name: Daniel
      Myers

    Title: