Exhibit 4.2

         THIS PROMISSORY NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION
         HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES
         LAWS OF ANY STATE. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR
         TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
         APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
         SUCH LAWS.


              SENIOR SECURED CONVERTIBLE REDEEMABLE PROMISSORY NOTE


U.S. $                                                                  , 2006
      -------                                                 ----------

      FOR VALUE RECEIVED, Carsunlimited.com, Inc., a Nevada corporation (the
"Company"), hereby promises to pay to the order of ___________(the "Lender") the
principal amount of _____________Dollars ($_________) Dollars (the "Principal
Amount"), together with interest on the Principal Amount under this senior
secured convertible redeemable promissory note (this "Note") at the per annum
rate of ten (10%) percent (calculated daily on the basis of a 360-day year and
actual calendar days elapsed). Subject to conversion as provided herein, the
Principal Amount shall become due and payable in one installment on [30 months]
2009 (the "Maturity Date"), together with accrued but unpaid interest and any
unreimbursed expenses due pursuant to the terms of this Note. Interest shall
accrue, due and be payable in instalments, commencing on the first anniversary
of this Note and quarterly thereafter and on the Maturity Date. Interest shall
be payable, at the option of the Company, either in lawful currency of the
United States of America or added to the unpaid principal amount of the Note, if
not paid in such currency. The Company shall not have the option to prepay this
Note prior to the Maturity Date, either in whole or in part.

      Both the Principal Amount and accrued interest shall be paid in lawful
currency of the United States of America to the Lender at c/o Mellon HBV
Alternative Strategies LLC, 200 Park Avenue, 54th Floor, New York, New York
10166, or at such other address as the Lender may designate by notice in writing
to the Company, in immediately available funds.

      If any payment hereunder falls due on a Saturday, Sunday or legal holiday,
it shall be payable on the next succeeding business day and such additional time
shall be included in the computation of interest.

      This Note is one of a series of Senior Secured Convertible Redeemable
Promissory Notes containing substantially identical terms and conditions issued
pursuant to that certain Securities Purchase Agreement by and between the
Company and certain Lenders of even date herewith (the "Purchase Agreement").
All capitalized terms not defined herein shall have the meanings ascribed
thereto in the Purchase Agreement. This Note is subject to the terms and
conditions of the Purchase Agreement.

<PAGE>


1) Senior. The indebtedness evidenced by this Note and the payment of the
Principal Amount and interest thereof shall be Senior (as hereinafter defined)
to, and have priority in right of payment over, all indebtedness of the Company,
now existing or hereafter arising other than Permissible Parity Indebtedness (as
hereinafter defined). "Senior" shall be deemed to mean that, in the event of any
default in the payment of the obligations represented by this Note or of any
liquidation, insolvency, bankruptcy, reorganization, or similar proceedings
relating to the Company, all sums payable on this Note, shall first be paid in
full, with interest, if any, before any payment is made upon any other
indebtedness, now outstanding or hereinafter incurred, and, in any such event,
any payment or distribution of any character which shall be made in respect of
any other indebtedness of the Company, shall be paid over to the holder of this
Note for application to the payment hereof, unless and until the obligations
under this Note (which shall mean the Principal Amount and other obligations
arising out of, premium, if any, interest on, and any costs and expenses payable
under, this Note) shall have been paid and satisfied in full. "Permissible
Parity Indebtedness" shall mean (i) indebtedness of the Company secured by an
assignment or sale of accounts receivable in an aggregate amount not to exceed
eighty (80%) per cent of the face amount of the receivables assigned or sold,
and (ii) lease financing indebtedness incurred in connection with the
acquisition of molds and other manufacturing equipment in the ordinary course of
business and secured only by the molds or other manufacturing equipment
acquired. "Permitted Liens" shall mean (i) liens securing the repayment of
Permissible Parity Indebtedness, (ii) liens in favor of the Investors securing
repayment of the Notes, (iii) liens for taxes, assessments or other governmental
charges not yet due and payable or being contested in good faith by appropriate
proceedings and for which appropriate reserves are maintained, (iv)) liens
imposed by law such as mechanics, carriers and similar liens securing
obligations (other than for borrowed money) incurred in the ordinary course of
business, and (v) liens securing the performance of bids or contracts and surety
bonds incurred in the ordinary course of business.

2) Redemption and Conversion.

      a) Mandatory Redemption. Unless this Note is converted into Common Stock
of the Company, the Company shall redeem this Note for an amount equal to one
hundred twenty percent (120%) of the outstanding principal amount plus interest
and any unreimbursed expenses due under this Note.

      b) Redemption at Option of Lender. In the event the Company sells all or
substantially all of the assets of the Company, consolidates with, or merges
into, another corporation or entity, or effects any other corporate
reorganization or other transaction or series of transactions as a result of
which the holders of the outstanding voting shares of the Company prior to such
transaction or series of transactions own less than 50% of the outstanding
voting shares of the Company or the acquiring company after such transaction or
series of transactions ("Change in Control Transaction"), at the Lender's
option, either (a) this Note shall be assumed by the surviving company on the
same terms with an appropriate adjustment in the conversion price, as per
Section 5 hereof or (b) the Company shall redeem this Note for an amount equal
to one hundred twenty (120%) percent of the outstanding principal amount plus
accrued interest and any unreimbursed expenses due under the provisions of this
Note. Such option shall be exercised by the Lender within ten (10) days
following the Change in Control Transaction. If the Lender does not exercise the
option, the Note shall be assumed by the surviving company.


                                      -2-
<PAGE>


      c) Mechanics and Conversion.

            i) Redemption. Against the payment of the redemption price, the
Lender shall surrender this Note, duly endorsed, for redemption at the principal
offices of the Company. This Note is subject to mandatory redemption on the
Maturity Date.

            ii) Discretionary Conversion. The Lender shall have the right at any
time from time to time in whole or in part ("Discretionary Conversion") to
convert the entire principal amount of this Note, together with accrued interest
hereon, into Common Stock at the Conversion Price (the "Note Shares"). The
Conversion Price, subject to adjustment as set forth in Section 5, represents
the number of shares of Common Stock obtained by dividing (i) the amount of
principal and interest and any unreimbursed expenses converted by the Lender by
(ii) $(1) . Any fraction of a share resulting from these calculations shall be
rounded upward to the next whole share. The Company covenants to cause such
shares, when issued pursuant to this Section 2(b), to be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issuance thereof, other than any taxes, liens or charges not caused by the
Company. Upon conversion, the Company shall deliver, in addition to the
certificates representing the Note Shares, any other securities or property to
which the Holder is entitled upon conversion under the terms of this Note.

      Upon the exercise of a Discretionary Conversion, the Lender shall
surrender its Note, duly endorsed, together with a written conversion notice to
the Company at its principal office. At its expense, the Company will, as soon
as practicable thereafter, issue and deliver to such Lender, at its address, a
certificate or certificates for the number of shares to which such Lender is
entitled upon such conversion. This Note shall be deemed to have been converted
immediately prior to the close of business on the date of giving of such notice
and the Lender shall be treated for all purposes as the record holder of the
Common Stock deliverable upon such conversion as of the close of business on
such date.

      d) No Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 2 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the Lender pursuant to
this Note against impairment.

3) Reservation of Shares. The Company shall at all times have authorized and
reserved for issuance a sufficient number of shares of its capital stock to
provide for the full conversion of this Note.

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


                                      -3-
<PAGE>


4) Security. Payment of the indebtedness represented by this Note is secured by
a perfected first priority lien and security interest under a Security Agreement
dated the date hereof from the Company to the Lender or its designated agent,
and by a guaranty of the Notes from the Company's subsidiary and Innopump, Inc.

5) Certain Adjustments. The number and class or series of shares into which this
Note may be converted under Section 2 shall be subject to adjustment in
accordance with the following provisions:

      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)), for a consideration per share
less than the Conversion Price in effect immediately prior to the issuance or
sale of such shares, or without consideration, then forthwith upon such issuance
or sale, the Conversion 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
Conversion 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 Conversion Price
be adjusted pursuant to this computation to an amount in excess of the
Conversion 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 Conversion Price shall mean
the Conversion Price per share set forth in Section 2(b) (ii) of this Note, as
adjusted from time to time pursuant to the provisions of this Section 5. For
purposes of any computation to be made in accordance with this Section 5(a), the
following provisions shall be applicable:

            i) 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.

            ii) 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.


                                      -4-
<PAGE>


            iii) 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.

            iv) 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(iv).

            v) 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 Conversion Price in effect immediately
prior to the issuance of such options, rights, warrants or such convertible or
exchangeable securities, or without consideration, the Conversion 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 this Note), 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 this Note)
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 Conversion Price in effect immediately prior to
such subdivision will be proportionately reduced and the number of shares of
Common Stock subject to acquisition upon conversion of this Note 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
Conversion Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock subject to
acquisition upon conversion of this Note 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 Lender will have the right to
acquire and receive upon conversion of this Note in lieu of the shares of Common
Stock immediately theretofore subject to acquisition upon the conversion of this
Note, 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 conversion of
this Note 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 conversion of this Note.

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

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


                                      -6-
<PAGE>


      g) Definition of Stock. For the purpose of this Note, 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 Conversion Price in Certain Cases. No adjustment of
the Conversion Price shall be made:

            i) Upon issuance or sale of this Note or Note Shares, or the other
Notes issued pursuant to the Purchase Agreement and Note Shares issued upon
conversion 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
Note, 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 compensation committee of the
Board of Directors.


            iii) If the amount of said adjustment shall be less than one cent
($0.01) per security issuable upon conversion of this Note, 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
conversion of this Note.

6) Further Adjustments. In case at any time or, from time to time, the Company
shall take any action that affects the class of securities into which this Note
may be converted under Section 2(b)(ii), other than an action described in
Section 5, then, unless such action will not have a materially adverse effect
upon the rights of the Lender, the number of shares of such class of securities
(or other securities) into which this Note is convertible shall be adjusted in
such a manner and at such time as shall be equitable in the circumstances.

7) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to Section 5 or Section 6, the Company at its sole expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to the Lender a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request
at any time of the Lender, furnish or cause to be furnished to Lender a like
certificate setting forth (i) such adjustments and readjustments, and (ii) the
number and class of securities and the amount, if any, of other property which
at the time would be received upon the conversion of this Note under Section 2.


                                      -7-
<PAGE>


8) Affirmative Covenants. The Company covenants and agrees that, while any
amounts under this Note are outstanding, it shall:

      a) Do all things necessary to preserve and keep in full force and effect
its corporate existence, including, without limitation, all licenses or similar
qualifications required by it to engage in its business in all jurisdictions in
which it is at the time so engaged; and continue to engage in business of the
same general type as conducted as of the date hereof; and (ii) continue to
conduct its business substantially as now conducted or as otherwise permitted
hereunder;

      b) Pay and discharge promptly when due all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or
in respect of its property before the same shall become delinquent or in
default, which, if unpaid, might reasonably be expected to give rise to liens or
charges upon such properties or any part thereof, unless, in each case, the
validity or amount thereof is being contested in good faith by appropriate
proceedings and the Company has maintained adequate reserves with respect
thereto in accordance with generally accepted accounting principles ("GAAP");

      c) Comply in all material respects with all federal, state and local laws
and regulations, orders, judgments, decrees, injunctions, rules, regulations,
permits, licenses, authorizations and requirements applicable to it
(collectively, "Requirements") of all governmental bodies, departments,
commissions, boards, companies or associations insuring the premises, courts,
authorities, officials or officers which are applicable to the Company or any of
its properties, except where the failure to so comply would not have a material
effect ("Material Adverse Effect") on the Company or any of its properties;
provided, however, that nothing provided herein shall prevent the Company from
contesting the validity or the application of any Requirements;

      d) Keep proper records and books of account with respect to its business
activities, in which proper entries, reflecting all of their financial
transactions, are made in accordance with GAAP;

      e) Within 30 days prior to the beginning of each fiscal year of the
Company, provide to the Lender a copy of the Company's annual operating plan;

      f) Within 20 days following the end of each calendar month during the
first twelve months following the date of this Note, provide to the Lender a
monthly management report and monthly financial statements, consisting of a
balance sheet, statement of operations and statement of cash flows, of the
Company on a consolidated basis compared against the Company's annual operating
plan;

      g) Within 40 days following the end of each fiscal quarter, commencing
with the fiscal quarter following the first anniversary of this Note, provide to
the Lender a quarterly management report and financed statements, consisting of
a balance sheet, statement of operations and statement of cash flows, of the
Company on a consolidated basis compared against the Company's annual operating
plan, until such time as the Lender advises the Company it no longer requires
such documents;


                                      -8-
<PAGE>


      h) Promptly after filing with the Securities and Exchange Commission,
furnish to the Lender a copy of all reports filed by the Company pursuant to the
provisions of the Securities Exchange Act of 1934, as amended;

      i) Upon reasonable advance notice and during normal business hours,
provide to the Lender and its representatives access and right to inspect to the
books and records of the Company, subject to the execution of a customary
confidentiality agreement prior to such access or inspection.

      j) Administer the employee option pool through a compensation committee
comprised solely of independent directors (as the term independent director is
defined in Section 10A (m) of the Securities Exchange Act of 1934, and the rules
and regulations of the Securities and Exchange Commission, and the requirements
of NASDAQ).

      k) Notify the Lender in writing, promptly upon learning thereof, of any
litigation or administrative proceeding commenced or threatened against the
Company which involves a claim in excess of $100,000;

      l) Keep and maintain all property material to the conduct of its business
in good working order and condition, ordinary wear and tear excepted;

      m) Maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or
similar locations; and

      n) Use the proceeds from this Note for those purposes set forth in the
Purchase Agreement.

9) Negative Covenants. The Company covenants and agrees that while any amount of
this Note is outstanding it will not directly or indirectly:

      a) Guarantee, assume or otherwise become responsible for (directly or
indirectly) any other indebtedness for borrowed funds (exclusive of the other
Notes), performance, obligations, of any person, or the agreement by the Company
or any of its subsidiaries to do any of the foregoing, without the prior written
consent of the Lender;

      b) Declare or pay, directly and indirectly, any dividends or make any
distributions, whether in cash, property, securities or a combination thereof,
with respect to (whether by reduction of capital or otherwise) any shares of its
capital stock (including without limitation any preferred stock) or directly or
indirectly redeem, purchase, retire or otherwise acquire for value any shares of
any class of its capital stock or set aside any amount for any such purpose; and


                                      -9-
<PAGE>


      c) Take any action without a prior written consent of the Holders of a
majority of the outstanding principal amount of the Notes that: (i) increases or
decreases the authorized number of shares of Common or Preferred Stock, (ii)
creates (by reclassification or otherwise) any new class or series of shares,
(iii) results in the redemption of any shares of Common Stock or Preferred Stock
(other than pursuant to equity incentive agreements with service providers
giving the Company the right to repurchase shares upon the termination of
services), (iv) results in any merger, other corporate reorganization, sale of
control, or any transaction in which all or substantially all of the assets of
the Company are sold, (v) amends or waives any provision of the Company's
Articles of Incorporation or Bylaws, (vi) increases or decreases the authorized
size of the Company's board, (vii) results in the payment or declaration of any
dividend on any shares of Common Stock or Preferred Stock, (vii) (exclusive of
Permissible Parity Indebtedness, and subordinated working capital lines) results
in borrowing in excess of the amount of the Notes without consent of the holder
of the Notes, which consent shall not be unreasonably withheld, (ix) results in
the creation of any lien or encumbrance on the assets of the Company (other than
in favor of the holders of the Notes, and Permitted Liens, as hereinafter
defined), (x) authorizes or increases the number of shares reserved in the
employee pool above 10% on a fully diluted basis, (xi) changes the Company's
principal line of business, (xii) results in the acquisition of any other
business or material assets, or (xiii) results in the sublicense or transfer of
any intellectual property of the Company without consent of the holder of the
Note, which consent shall not be unreasonably withheld. Any action by the
Company in breach of the aforementioned provisions shall be void and invalid.
"Permitted Liens" shall mean (i) liens securing the repayment of Permissible
Parity Indebtedness, (ii) liens for taxes, assessments or other governmental
charges not yet due and payable or being contested in good faith by appropriate
proceedings and for which appropriate reserves are maintained, (iii)) liens
imposed by law such as mechanics, carriers and similar liens securing
obligations (other than for borrowed money) incurred in the ordinary course of
business and securing obligations which are not yet delinquent, and (iv) liens
securing the performance of bids or contracts and surety bonds incurred in the
ordinary course of business.

10) Events of Default. The entire unpaid Principal Amount under this Note and
the interest due thereon shall forthwith become and be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived, if any one or more of the following events
(herein called "Events of Default") shall have occurred (for any reason
whatsoever and whether such happening shall be voluntary or involuntary or come
about or be effected by operation of law or pursuant to or in compliance with
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

      a) The Company shall breach any of the covenants, material terms or
provisions in this Note, the Securities Purchase Agreement, the Guaranty or any
related documents or instruments; provided that such failure shall continue for
a period of 10 days.

      b) the Company shall (i) fail to pay any amounts owed hereunder as
required under the terms of this Note or (ii) have an event of default occur and
be continuing under indebtedness of the Company (other than this Notes) such
that the holders of such indebtedness have declared the outstanding principal
and accrued interest to be immediately due and payable;

      c) if the Company shall:

            i) admit in writing its inability to pay its debts generally as they
become due;


                                      -10-
<PAGE>


            ii) file a petition in bankruptcy or a petition to take advantage of
any insolvency act;

            iii) make an assignment for the benefit of creditors;

            iv) consent to the appointment of a receiver of the whole or any
substantial part of its assets;

            v) on a petition in bankruptcy filed against it, be adjudicated a
bankrupt;

            vi) file a petition or answer seeking reorganization or arrangement
under the Federal bankruptcy laws or any other applicable law or statute of the
United States of America or any State, district or territory thereof; or

            vii) enter into a voluntary or involuntary liquidation of the
Company;

      d) if a court of competent jurisdiction shall enter an order, judgment, or
decree appointing, without the consent of the Company, a receiver of the whole
or any substantial part of Company's assets, and such order, judgment or decree
shall not be vacated or set aside or stayed within 90 days from the date of
entry thereof;

      e) if, under the provisions of any other law for the relief or aid of
debtors, any court of competent jurisdiction shall assume custody or control of
the whole or any substantial part of Company's assets and such custody or
control shall not be terminated or stayed within 90 days from the date of
assumption of such custody or control; or

      f) the Company shall default (and not cure within 10 days after receipt of
written notice of such default) in the performance of any covenant contained in
this Note or in the Purchase Agreement;

      g) Any representation and warranty of the Company contained in this Note
or the Purchase Agreement or in any written statement delivered pursuant thereto
or hereto, or any report, financial statement or certificate made or delivered
to the Lender by the Company pursuant hereto or hereto shall be untrue or
incorrect in any material respect, as of the date when made or deemed made; or

      h) Any provision of this Note, the Purchase Agreement, the Guaranty, or
any other related documents or instruments shall for any reason cease to be
valid and binding on the Company or the guarantors or the Company or the
guarantors shall so state in writing.

11) Remedies. In case any one or more of the Events of Default specified in
Section 10 hereof shall have occurred and be continuing, the Lender may proceed
to protect and enforce its rights either by suit in equity and/or by action at
law, whether for the specific performance of any covenant or agreement contained
in this Note or in aid of the exercise of any power granted in this Note, or the
Lender may proceed to enforce the payment of all sums due upon this Note or to
enforce any other legal or equitable right of the Lender.


                                      -11-
<PAGE>


12) Maximum Interest Rate. Notwithstanding anything in this Note or the Purchase
Agreement to the contrary, in no event shall the changes consisting interest
payable under this Note exceed the maximum rate of interest permitted under
applicable law. Any payment made which if treated as interest would cause the
interest charged to exceed the maximum rate permitted shall instead be held by
the Lender to the extent of such excess as additional collateral under the
Security Agreement and applied to future interest payments as and when such
amount becomes due and payable hereunder.

13) Amendments and Waivers. No term of this Note may be amended and no
observance of any term of this Note may be waived (either generally or in a
particular instance and either retroactively or prospectively) without the
written consent of the Company and the Lender.

14) Notices. All notices, requests, consents, and other communications under
this Note shall be in writing and shall be deemed delivered (i) three (3)
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid or (ii) one (1) business day after being sent via a
reputable nationwide overnight courier service guaranteeing next business day
delivery, in each case to the intended recipient as set forth below:


                  If to the Company:

                  Carsunlimited.com, Inc.
                  305 Madison Avenue, Suite 4510
                  New York, NY 10165
                  Attn: Paul L. Block, President
                  Fax: (212)808-0113

                  With a copy (which shall not constitute notice):


                  Beckman, Lieberman & Barandes, LLP
                  116 John Street, Suite 1313
                  New York, NY 10038
                  Attn: Robert Barandes, Esq.
                  Fax: (212)608-9687


                  If to the Lender:

                  [Mellon HBV Master U.S. Event Driven L.P.]
                  [Mellon HBV Master Global Event Driven L.P.]
                  c/o Mellon HBV Alternative Strategies LLC
                  200 Park Avenue, 54th Floor
                  New York, NY 10161


                                      -12-
<PAGE>


      Any party may give any notice, request, consent or other communication
under this Note using any other means (including, without limitation, personal
delivery, messenger service, telecopy, first class mail or electronic mail), but
no such notice, request, consent or other communication shall be deemed to have
been duly given unless and until it is actually received by the party for whom
it is intended. Any party may change the address to which notices, requests,
consents or other communications hereunder are to be delivered by giving the
other parties notice in the manner set forth in this Section.

15) Conflicting Agreements. In the event of any inconsistencies between the
terms of this Note and the terms of any other document related to the loan
evidenced by this Note, the terms of this Note shall prevail.

16) Severability. The unenforceability or invalidity of any provision or
provisions of this Note as to any persons or circumstances shall not render that
provision or those provisions unenforceable or invalid as to any other
provisions or circumstances, and all provisions hereof, in all other respects,
shall remain valid and enforceable.

17) Collection and Enforcement. The Company promises to pay all reasonable costs
and expenses of the Lender, including reasonable attorney's fees incurred in the
collection and enforcements of this Note. The Company hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by Law, the right to plead any statute of limitation defense to any
demand under this Note.

18) Governing Law. This Note shall be governed by and construed under the laws
of the State of New York as applied to agreements among New York residents
entered into and to be performed entirely within New York. The Company (1)
agrees that any legal suit, action or proceeding arising out of or relating to
this Note shall be instituted exclusively in New York State Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York, (2) waives any objection which the Company may have now or
hereafter to the venue of any such suit, action or proceeding, and (3)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding. The Company further
agrees to accept and acknowledge service of any and all process which may be
served in any such suit, action or proceeding in the New York State Supreme
Court, County of New York, or in the United States District Court for the
Southern District of New York and agrees that service of process upon the
Company mailed by certified mail to the Company's address shall be deemed in
every respect effective service of process upon the Company, in any such suit,
action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS NOTE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

19) Waivers. The nonexercise by either party of any of its rights hereunder in
any particular instance shall not constitute a waiver thereof in that or any
subsequent instance.


                                      -13-
<PAGE>


20) Lost Documents. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Note or any Note exchanged
for it, and (in the case of loss, theft or destruction) of indemnity
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such Note,
if mutilated, the Company will make and deliver in lieu of such Note a new Note
of like tenor and unpaid principal amount and dated as of the original date of
this Note.

21) Successors and Assigns. This Note 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 Lender.




                            [Signature Page Follows]


                                      -14-
<PAGE>


      IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Note as of the date first written above.


                                            CARSUNLIMITED.COM, INC.


                                                   By:
                                                       ------------------------
                                                           [----------------],
                                                            President