UNSECURED CONVERTIBLE PROMISSORY NOTE

EV RENTAL CARS, LLC , a   California limited liability company (the “ Issuer ”), hereby promises to pay to _____________________________ (the “ Payee ”), at _____________________________, or such other place as the Payee shall direct in writing, the principal sum of ________________________ Dollars ($______________), plus accrued interest thereon at the rate of ten percent (10%) per annum from the date that the funds are advanced or paid to Issuer, payable in lawful money of the United States of America. If the minimum principal amount of Notes is sold, then at the closing of the currently proposed reorganization between the Issuer and IMMS, Inc., a Nevada corporation (“ IMMS ”), as described in the Term Sheet dated March 6, 2008, attached hereto as Exhibit “A,” this Note shall automatically convert into the Units of IMMS as described in the Term Sheet and this Note shall be null and void. The Payee acknowledges that IMMS is not a party to the this Note or the Term Sheet, that IMMS is not making any representations or warranties concerning this Note or the Term Sheet and that all Units of IMMS securities due the Payee will be duly authorized, issued and delivered by the new directors and executive officers of IMMS, who are the current managing member and other principals of the Issuer.

The principal and all unpaid interest on this Note shall be due and payable on October 31, 2008, in one installment of principal plus interest. Payments will first be applied to accrued and unpaid interest on this Note, and thereafter on the unpaid principal amount hereof. This Note may be prepaid at any time in whole or in part without penalty. All references to Dollars herein are to lawful currency of the United States of America.

In any action at law or in equity to enforce or construe any provisions or rights under this Note, the unsuccessful party or parties to such litigation, as determined by a court pursuant to a final offer, judgment or decree, shall pay to the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by such successful party.

This Note shall be construed in accordance with and be governed by the law of the State of California. Executed as of the date first written above.

Signature Page to Unsecured Promissory Note

The following term sheet (the “Term Sheet”) sets forth certain information concerning EV Rental Cars, LLC, a California limited liability company (“EV”), which has entered into a Letter of Intent to be reorganized with IMMS, Inc., a Nevada corporation (“IMMS”), including, but not limited to, the terms of this private placement (the “Offering”) to accredited investors only pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”):

THE SECURITIES OFFERED PURSUANT TO THE SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE, A COPY OF WHICH IS ATTACHED HERETO (THE “SUBSCRIPTION AGREEMENT”) HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS SUCH COMMISSION OR ANY STATE SECURITIES BUREAU, COMMISSION OR OTHER REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS TERM SHEET AND THE EXHIBITS ATTACHED HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS TERM SHEET AND THE EXHIBITS ATTACHED HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Purchasers of the Notes should complete and deliver the Subscription Agreement and deliver amounts for the Notes to the Escrow Holder in the manner prescribed in the Subscription Agreement. EV make accept or reject subscriptions, in part or in whole, and for any reason in its sole and absolute discretion.

In the event there shall be any inconsistencies between this Term Sheet and the Subscription Agreement, the terms of the Subscription Agreement shall govern.

Please carefully read all instructions and the terms and conditions of your Term Sheet, dated March 6, 2008, of EV Rental Cars, LLC, a California limited liability company (“ EV ”), including any Supplement(s) and/or Exhibits attached thereto (collectively, the “ Term Sheet ”), before filling out this Subscription Agreement and Investor Questionnaire (the “ Subscription Agreement ”). Furthermore, please review the Subscription Supplement (the “ Subscription Supplement ”) which is attached as Exhibit A to this Subscription Agreement, the terms of which are incorporated by reference into and made a part of this Subscription Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Term Sheet.

࿇ I (we) subscribe for me (us) and purchase Unsecured Convertible Promissory Notes (the “ Notes ”) of EV, which upon the Closing of the minimum principal amount of Notes and the closing of the Proposed Reorganization of EV with IMMS, Inc., a Nevada corporation (“ IMMS ”) shall automatically convert into Units of IMMS securities consisting of the equivalent dollar principal amount of Convertible Debentures and a number of Common Stock Purchase Warrants, based on one Common Stock Purchase Warrant for each $2.00 principal amount of Convertible Debentures received hereunder (collectively, the “ Units ” or “ Securities ”), in the manner described in the Term Sheet:

A. $_________________ Investment Amount in Cash .

B . $_________________ Investment Amount in Cancellation of Bona Fide Indebtedness

MAILING ADDRESS

The above address is my to: ____ Residence Address ____ Business Address ____

You as an individual or you on behalf of the subscribing entity are being asked to complete this Subscription Agreement so a determination can be made as to whether or not you (it) are qualified to purchase Securities under applicable federal and state securities laws.

Your answers to the questions contained herein must be true and correct in all respects, and a false representation by you may constitute a violation of law for which a claim for damages may otherwise be made against you.

Your answers will be kept strictly confidential; however, by signing this Subscription Agreement, you will be authorizing EV to present a completed copy of this Subscription Agreement to such parties as it may deem appropriate in order to make certain that the offer and sale of the Securities will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”), or of the securities laws of any state.

This Subscription Agreement does not constitute an offer to sell or a solicitation of an offer to buy the Securities, or any other security.

You hereby confirm that EV has full right in its sole discretion to accept or reject your subscription, provided that, if EV decides to reject such subscription, EV must do so promptly and in writing. In the case of rejection, any cash payments and copies of all executed subscription documents will be promptly returned to you (with interest, if any). In the case of acceptance, ownership of the number of Securities being purchased hereby will pass to you upon issuance of the Securities subscribed for.

All questions must be answered. If the appropriate answer is “None” or “Not Applicable,” please so state. Please print or type your answers to all questions and attach additional sheets if necessary to complete your answers to any item. Please initial any correction.

INDIVIDUAL SUBSCRIBERS:

If the Securities subscribed for are to be owned by more than one person, you and the other co-subscriber must each complete a separate Subscription Agreement (except if the co-subscriber is your spouse and Statement 1, 2 or 3 of Part A under Section V below has been checked) and sign the signature page hereto. If your spouse is a co-subscriber, you must indicate his or her name and social security number.

CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, PENSION PLANS AND TRUSTS:

The information requested herein relates to the subscribing entity and not to you personally (unless otherwise determined in the ACCREDITED INVESTOR STATUS section).

1.        _______ I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an individual income in excess of $200,000 in the current calendar year. ⁽¹⁾

2.        _______ My spouse and I had a joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the current calendar year. ⁽¹⁾

3.        _______ I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000. ⁽²⁾

_____________

B.   CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES EMPLOYEE BENEFIT PLANS OR IRAS

1.   Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question 1 is “No” CHECK whichever of the following statements (a-e) is applicable to the subscribing entity. If your answer to question 1 is “Yes” the subscribing entity must be able to certify to statement (2) below in order to qualify as an “accredited investor.”

The undersigned entity certifies that it is an “accredited investor” because it is:

2.   If the answer to question 1 above is “Yes,” please certify that the statement below is true and correct:

1.   Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question 1 is “No” CHECK whichever of the following statements (a-c) is applicable to the subscribing entity. If your answer to question 1 is “Yes” the subscribing entity must be able to certify to the statement (c) below in order to qualify as an “accredited investor.”

The undersigned trustee certifies that the trust is an “accredited investor” because:

The following information is to be provided by the individual making the investment decision or the person acting on behalf of the corporation, partnership, individual retirement account, employee benefit plan or trust.

D.   Please state the appropriate number and total dollar amount of the following types of investments in which you have participated:

1.   Restricted (non-traded) stock or notes:

2.   Private placements of securities sold in reliance upon non-public offering exemption from registration under the Securities Act of 1933, as amended:

E.   Please INITIAL ( i.e. , DO NOT CHECK) the appropriate alternative:

______ ALTERNATIVE ONE: I have such knowledge and experience in financial and business matters and in private placement investments in particular that I am capable of protecting my interests in connection with the purchase of the Securities and evaluating the merits and risks of an investment in the Securities and do not desire to use a professional advisor in connection with protecting my interests and evaluating such merits and risks. I understand, however, that EV may request that I use a professional advisor.

______ ALTERNATIVE TWO: I intend to use the services of a professional advisor(s) in connection with protecting my interests in connection with the purchase of the Securities and evaluating the merits and risks of an investment in Securities and hereby appoint such person(s) to act as my Purchaser Representative(s) in connection with my proposed purchase of Securities. (Your NASD registered representative cannot act as your Purchaser Representative. Please contact your registered representative for further instructions.)

Name of Professional Advisor if Alternative Two chosen:

A.   Representations, Warranties, Covenants and Certifications of the Purchaser: The undersigned represents, warrants, covenants and certifies to EV, as follows:

1.   The undersigned certifies that the information contained herein above is complete and accurate and may be relied on by EV. The undersigned will notify EV promptly of any material change in any of such information.

2.   Under penalties of perjury, the undersigned certifies that (i) my taxpayer identification number shown in this Subscription Agreement is correct and (ii) I am not subject to backup withholding because (1) I have not been notified that I am subject to backup withholding as a result of a failure to report all interest and dividends or (2) the Internal Revenue Service has notified me that I am no longer subject to backup withholding. (If you have been notified that you are subject to backup withholding and the Internal Revenue Service has not advised you that backup withholding has been terminated, strike out item (ii)).

3.   The undersigned agrees to indemnify and hold harmless EV, IMMS and their officers, directors and agents against all loss, liability, costs and expenses (including reasonable attorneys' fees) arising as a result of any misrepresentation made by me in this Subscription Agreement, my breach of this Subscription Agreement or my transfer of the Securities in violation of federal and/or state securities laws.

4.   The undersigned agrees that the representations, certifications and agreements set forth in this Subscription Agreement shall survive the purchase and delivery of the Securities.

5.   The undersigned acknowledges that City National Bank is acting solely as Escrow Holder in connection with this Offering of the Units and makes no recommendation with respect thereto. City National Bank has made no investigation regarding this Offering, EV, IMMS, their officers or directors or any other person or entity involved in this Offering.

6.   The undersigned (i) has reviewed all documents, records and books the undersigned has requested pertaining to EV, (ii) has had an opportunity to ask questions of, and receive answers from, EV or persons acting on EV’s behalf concerning the terms and conditions of this investment, (iii) has received no oral representations or warranties on which the undersigned has relied in connection with this investment, (iv) is unaware of, and is in no way relying on, any form of general solicitation or general advertising within the meaning of Section 502 of Regulation D in connection with the offer and sale of the Securities, and (v) has received, and is relying on in making this investment, no representations or warranties other than those set forth in this Subscription Agreement.

7.   The undersigned acknowledges that the Securities have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on federal and state exemptions for private offerings. The Securities for which the undersigned hereby subscribes are being acquired solely for the undersigned’s own account, for investment and not with a view to or for the resale, distribution, subdivision or fractionalization thereof, and the undersigned has no plans to enter into, and has not entered into, any contract, undertaking, agreement or arrangement to such end. The undersigned has adequate means of providing for current needs and personal contingencies and would have no need for the liquidity of this intended investment in EV. In order to induce EV to issue to the undersigned the Securities hereby subscribed for, it is agreed that EV will have no obligation to recognize the ownership, beneficial or otherwise, of such Securities or any security comprising a part thereof by anyone but the undersigned. No federal or state agency has passed upon the Securities or made any finding or determination as to the fairness of this transaction. The undersigned will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Securities in the absence of either an effective registration statement or an opinion of securities counsel satisfactory in form and substance, and acceptable to EV and its counsel, that such proposed sale, transfer, assignment, pledge or other disposition would not be in violation of the Securities Act.

8.   The undersigned acknowledges and is aware that the undersigned’s investment in EV is speculative, and may be lost in its entirety; any forecasts, plans or budgets of EV provided to the undersigned are for illustration purposes only and no assurance is given that actual results will correspond with the results contemplated therein; such forecasts are based on the estimates and assumptions of EV that may prove to be wrong; and the actual results of operations and the financial consequences to the undersigned may vary materially and adversely from those projected.

9.   The undersigned is aware that:

a.   EV is not making or giving any representations, warranties or opinions with respect to the United States federal income tax consequences or other tax consequences in any jurisdiction associated with ownership of Securities. Accordingly, the undersigned should consult its own tax advisors about the federal, state, local and foreign tax consequences of purchasing, owning and disposing of Securities.

c.   Unless EV waives in writing the application of this clause with respect to such assignment or transfer (which EV may refuse to do in its absolute discretion), the undersigned may not assign or transfer (whether by operation of law or otherwise) the Securities to a person or entity which would be an ERISA Investor or a Government Pension Investor. “ERISA Investor” means a person or entity that is an “employee benefit plan” within the meaning of, and subject to, the provisions of the Employee Retirement Income Security Act of 1974 or which is a trust or other fund under such employee benefit plan. “Government Pension Investor” means an association or group of employees or former employees of any unit of U.S. federal, state or local government or which is a trust or other entity that represents the interests of such government employees in respect of any retirement, pension or similar fund for the benefit of such government employees and is subject to laws, regulations, orders or other provisions of law regulating investments by or activities of any such fund. Any transfer or purported transfer of the Securities in violation of this Subscription Agreement shall be voidable by EV. EV may instruct any transfer agent for EV to place such stop transfer orders as may be required on the transfer books of EV in order to ensure compliance with the provisions of this Subscription Agreement. EV may refuse to register any transfer of the Securities not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

10.   The undersigned acknowledges that EV is not currently a subsidiary of IMMS and that EV will only become a subsidiary of IMMS in connection with the closing of the Proposed Reorganization, if and when such closing should occur. The undersigned further acknowledges that IMMS is not a party to this Offering, that the existing directors and executive officers of IMMS are not involved in any manner whatsoever with this Offering, that IMMS is not making any representations or warranties concerning this Offering, that the Debentures, Warrants and all other IMMS instruments due the Purchaser will be duly authorized, issued and delivered by the new directors and executive officers of IMMS who are the current managing member and other principals of EV, that IMMS shall not be liable for any claim based on any of the information provided by EV as part of this Offering and that IMMS shall not otherwise be liable for any claim based on this Offering. The undersigned (i) has reviewed all documents, records and books the undersigned has requested pertaining to EV, and (ii) has had an opportunity to ask questions of, and receive answers from, EV or persons acting on EV’s behalf concerning the terms and conditions of this investment.

11.   If the undersigned purchases Notes in connection with the initial Closing of $500,000 of Notes, the undersigned acknowledges that (i) the closing of the Proposed Reorganization is not a condition to the Closing of the initial $500,000 of subscriptions, (ii) the closing of the Proposed Reorganization may never occur, and (iii) the Notes may never convert into Units of IMMS.

BY SIGNING, I ACKNOWLEDGE THAT I HAVE RECEIVED THE TERM SHEET, I HAVE CAREFULLY   REVIEWED THE TERM SHEET AND AM BOUND BY THE TERMS OF THIS SUBSCRIPTION   AGREEMENT.

B.   Representations, Warranties, Covenants and Certifications of EV: EV represents, warrants, covenants and certifies to the undersigned that:

1.   EV is duly incorporated and in good standing under the laws of the State of California, with power and authority to conduct its business as it is currently being conducted and to own its assets; and has secured any other material authorizations, approvals, permits and orders required by law for the conduct by EV of its business as it is currently being conducted.

2.   EV has duly authorized or will prior to Closing duly authorize the issuance and sale of the Notes.

3.   Simultaneously with the closing of the Proposed Reorganization, the new board of directors of IMMS will have duly authorized the issuance of the Units upon the terms of their offer by all requisite action.

4.   The Securities, when issued, will represent validly authorized, duly issued and fully paid and nonassessable Securities, and the issuance thereof will not conflict with EV’s Articles of Organization or IMMS’s Articles of Incorporation.

5.   No representation or warranty by EV in this Subscription Agreement, and no statement by a director, officer or agent of EV contained in any document, certificate or other writing furnished to the undersigned in connection with the transactions contemplated hereby, when taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make statements herein or therein not misleading in light of the circumstances in which they are made.

The Subscription Agreement and the Subscription Supplement contain various agreements, certifications and representations by subscribers and should be carefully reviewed in its entirety before executing this signature page.

I certify that I have reviewed and I am familiar with the terms of the Term Sheet. I agree to be bound by all of the terms and conditions of this Subscription Agreement and the Subscription Supplement, the terms and provisions of which are incorporated herein by this reference.

Investment Authorization. The undersigned corporation, partnership, benefit plan or IRA has all requisite authority to acquire the Securities hereby subscribed for and to enter into the Subscription Agreement and further, the undersigned officer, partner or fiduciary of the subscribing entity has been duly authorized by all requisite action on the part of such entity to execute these documents on its behalf. Such authorization has not been revoked and is still in force and effect.

I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the Securities is a suitable investment for this investor and that the investor, either individually or together with his or her professional advisor, understands the terms of and is able to evaluate the merits of this Offering.

I acknowledge:

This Subscription Supplement (the “ Subscription Supplement ”), containing additional terms of the Subscription Agreement between   EV Rental Cars, LLC, a California limited liability company (“ EV ”) and investors subscribing for the Notes that shall be automatically converted into Units of IMMS’s securities being offered pursuant to EV's Term Sheet, dated March 6, 2008, including any Supplement(s) and/or Exhibits attached thereto (collectively, the “ Term Sheet ”), has been incorporated by reference into the Subscription Agreement and Investor Questionnaire attached hereto (the “ Subscription Agreement ”). Each investor should therefore carefully review this Subscription Supplement before signing the Subscription Agreement.

1.   Subscription . I subscribe for the dollar principal amount of Notes that, if the minimum principal amount of Notes have been sold and the Proposed Reorganization has closed, shall automatically convert into the Units of IMMS’s securities, consisting of Convertible Debentures and the number of Common Stock Purchase Warrants at one Common Stock Purchase Warrant for each $2.00 principal amount of Convertible Debentures purchased hereunder   (collectively, the “ Securities ”) of IMMS set forth in the Subscription Agreement.

I have carefully reviewed the Term Sheet in connection with the offering of Securities by EV (the “ Offering ”). I understand that the investment, unless otherwise agreed by EV, is to be paid by check or wire transfer, or by cancellation of bona fide indebtedness, owing by the Company to me, in the manner permitted by the Subscription Agreement.

2.   Termination . I agree that this subscription is and shall be irrevocable, but my obligations hereunder will terminate if this subscription is not accepted by EV.

3.   Review of Information . I have been furnished with and have carefully read the Term Sheet and the documents referenced therein, and I am a suitable investor as described in the Term Sheet.

4.   Restricted Securities . I understand that the investment in the Securities is an illiquid investment. In particular, I recognize that:

(a)   I must bear the economic risk of investment in the Securities for an indefinite period of time, since the Securities have not been registered for sale under the Securities Act of 1933, as amended (the “ Securities Act ”) and, therefore, cannot be sold unless either they are subsequently registered under the Securities Act or an exemption from such registration is available and a favorable opinion of counsel for EV to that effect is obtained (if requested by EV).

(b)   No established market will exist and it is probable that no public market for the Securities will develop.

(c)   I consent to the affixing by EV of such legends on certificates representing the Securities as any applicable federal or state securities law may require from time to time.

(d)   I represent and warrant to EV that:

(e)   I certify, to the best of my information and belief, that the above information that I have supplied is true and correct in all material respects.

5.   Miscellaneous .

(a)   I agree to indemnify and hold harmless EV, IMMS and their officers, directors, employees, agents and affiliates from and against all damages, losses, costs and expenses (including reasonable attorneys' fees) that they may incur by reason of the failure of the undersigned to fulfill any of the terms or conditions of this Subscription Supplement or the Subscription Agreement, or by reason of any breach of the representations and warranties made by the undersigned herein or in the undersigned's related Subscription Agreement, or in any document provided by the undersigned to EV.

(b)   This subscription is not transferable or assignable by me without the written consent of EV.

(c)   If more than one person is executing this document, the obligations of each shall be joint and several and the representations and warranties contained in the Subscription Agreement (including this Subscription Supplement) shall be deemed to be made by, and be binding upon, each of these persons and his or her heirs, executors, administrators, successors and assigns.

(d)   This subscription, upon acceptance by EV, shall be binding upon my heirs, executors, administrators, successors and assigns.

(e)   The Subscription Agreement shall be construed in accordance with and governed in all respects by the internal laws of the State of Nevada, without giving effect to the principles of conflicts of laws that would defer to the substantive law of another jurisdiction.

(f)   Any notices to be given hereunder may be given and shall be effective as follows:

THIS DEBENTURE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”) OR APPLICABLE STATE LAW. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND APPLICABLE STATE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

FOR VALUE RECEIVED , IMMS, INC ., a Nevada corporation (“ Company ”), with its principal offices located at 5500 West Century Boulevard, Los Angeles, California 90045, promises to pay to __________________________ (“ Holder ”), or its registered assigns, the principal sum of ______________ Dollars (U.S. $___________.00), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Debenture on the unpaid principal balance at a rate equal to ten percent (10.0%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable (the “ Maturity Date ”) on earlier of (i) October 31, 2008, (ii) six (6) months following the date of the closing the Company’s reorganization with EV Rental Cars, LLC, a California limited liability company, or (iii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof. All amounts owing on this Debenture shall be payable in arrears, with payments first applied to accrued and unpaid interest on this Debenture, and thereafter on the unpaid principal amount hereof. All references to Dollars herein are to lawful currency of the United States of America. This Debenture is one of a series of Debentures issued in connection with a private placement (the “ Private Placement ”) of up to a minimum of $500,000 and a maximum of $2,000,000 principal amount of Debentures and up to a minimum of 250,000 and a maximum of 1,000,000 Common Stock Purchase Warrants pursuant to a certain Term Sheet dated March 6, 2008 (as amended, modified or supplemented).

The following is a statement of the rights of Holder and the conditions to which this Debenture is subject, and to which Holder, by the acceptance of this Debenture, agrees:

1.   Definitions . As used in this Debenture the following capitalized terms have the following meanings:

(a)   “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in Los Angeles, California, are authorized or obligated by law or executive order to close.

(b)   “Common Stock” means the Company’s common stock, par value $0.001 per share.

(c)   “ Company” includes the corporation initially executing this Debenture and any Person which shall succeed to or assume the Obligations of Company under this Debenture.

(d)   “Holder” shall mean the Person specified in the introductory paragraph of this Debenture or any Person who shall at the time be the registered holder of this Debenture.

(e)   “Majority in Interest” shall mean, more than 50% of the aggregate outstanding principal amount of the Debentures issued pursuant to the Private Placement.

(f)   “Obligations” shall mean and include all loans, advances, debts, liabilities and obligations existing or hereafter arising under or pursuant to the terms of this Debenture, including, all interest chargeable to and payable by Company hereunder and thereunder.

(g)   “Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

2.   Interest . Accrued interest on this Debenture shall be due and payable together with the unpaid principal on the Maturity Date; provided, however, at the option of the Company, the Company may pay interest in shares of Common Stock. The value of the Common Stock for purposes of determining the number of shares of Common Stock issuable as an interest payment shall be based on the then applicable Conversion Price for this Debenture on the Business Day immediately preceding the interest payment date.

3.   Prepayment and Penalty Payment .

(a)   This Debenture may be prepaid by Company, on fifteen days’ prior written notice, in whole or in part, and at any time and from time to time, prior to the Maturity Date; provided , however , that any prepayment prior to the Maturity Date on the outstanding principal amount of this Debenture shall be at a 20% premium to such outstanding principal amount to be prepaid (i.e., if the Company intends to prepay $1,000 of outstanding principal prior to the Maturity Date, the Company must pay $1,200 to prepay such $1,000 of outstanding principal).

(b)   In the event that the Company shall not pay the outstanding amount of this Debenture in full on or before fifteen (15) days following the Maturity Date, on a one time basis and as a penalty for non-payment, any then outstanding principal amount after such fifteen (15) day period shall increase by an additional fifty percent (50%) and the Maturity Date shall be extended to the date occurring six (6) months from the original Maturity Date (and if such extended date is not a Business Day, then to the next Business Day thereafter), provided that any attempted prepayment of this Debenture following such extension shall not be subject to a premium, as set forth in Section 3(a) above.

4.   Certain Covenants . Company shall furnish to Holder promptly upon the occurrence thereof, written notice of the occurrence of any Event of Default hereunder.

5.   Events of Default . The occurrence of any of the following shall constitute an “ Event of Default ” under this Debenture:

(a)   Failure to Pay . Company shall fail to pay when due the principal or interest payment on the due date hereunder and such payment shall not have been made within five (5) Business Days of Company’s receipt of Holder’s written notice to Company of such failure to pay or (ii) any other payment required under the terms of this Debenture on the date due and such payment shall not have been made within five (5) Business Days of Company’s receipt of Holder’s written notice to Company of such failure to pay; or

(b)   Breaches of Covenants . Company shall fail to observe or perform any other material covenant, representation, or warranty, obligation, condition or agreement contained in this Debenture (other than those specified in Section 5(a)) and such failure shall continue for thirty (30) days after written notice to Company of such failure.

(c)   Voluntary Bankruptcy or Insolvency Proceedings . Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

(d)   Involuntary Bankruptcy or Insolvency Proceedings . Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Company of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

6.   Rights of Holder upon Default . Upon the occurrence or existence of any Event of Default and at any time thereafter during the continuance of such Event of Default, Holder may, with the consent of a Majority in Interest of the holders of the Debentures issued in connection with the Private Placement, by written notice to Company, declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right power or remedy granted to it by this Debenture or otherwise permitted to it by law, either by suit in equity or by action at law, or both, with the consent of a Majority in Interest.

7.   Conversion .

(a)   Voluntary Conversion . Holder has the right, at Holder’s option, to convert the unpaid principal amount of this Debenture, together with any accrued and unpaid interest thereon, at any time prior to or after the Maturity Date, in whole or in part, into fully paid and nonassessable shares of Common Stock, provided that Holder shall have given the Company at least three (3) Business Days written notice of Holder’s intent to convert this Debenture in accordance with the provisions of Section 7(c) hereof. The number of shares of Company stock into which this Debenture may be converted (“ Conversion Shares ”) shall be determined by dividing the aggregate principal amount plus all accrued interest thereon by the Conversion Price (as defined below) in effect at the time of such conversion. The “ Conversion Price ” shall be equal to the lower of: (i) $1.50 per share, and (ii) the fair market value of the Common Stock on the date immediately preceding the date of receipt by the Company of the Conversion Notice. Notwithstanding anything to the contrary herein, the Company shall have the right to prepay this Debenture in accordance with Section 3(a) hereof, with respect to any amount which shall be the subject of an attempted conversion of all or any part of this Debenture prior to the expiration of any prior written notice period set forth in this Section 7(a) above.

(b)   Automatic Conversion. If Company closes an equity financing, including debt convertible into equity (the “ Next Equity Financing ”), on or before the Maturity Date (including as such Maturity Date shall be extended hereunder), the principal balance of this Debenture, plus all accrued but unpaid interest, shall automatically be converted into the securities sold in such Next Equity Financing. The “ Conversion Price ” shall be equal to 50% of the price per equity security at which the Company equity securities are sold in such Next Equity Financing.

(c)   Conversion Procedure

(i)   Conversion Pursuant to Section 7(a) or (b) . Before Holder shall be entitled to convert this Debenture into Subsequent Placement Debentures or shares of Common Stock, Holder shall surrender this Debenture (with the notice of conversion substantially in the form attached hereto as Exhibit A duly completed and executed, or the “Conversion Notice” ), duly endorsed, at the office of Company. If such conversion is pursuant to Section 7(a), Holder shall give written notice by recognized overnight courier or registered or certified mail, postage prepaid, to Company at its principal corporate office, of the election to convert the same pursuant to Section 7(a), and shall state therein the unpaid amount of this Debenture to be converted and the name or names in which the certificate or certificates for Subsequent Placement Debentures or shares are to be issued. Upon conversion pursuant to Section 7(a) or (b), Company shall, as soon as practicable thereafter, issue and deliver at such office to Holder of this Debenture a certificate or certificates for the principal amount of Subsequent Placement Debentures or the number of shares to which Holder shall be entitled upon conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to Company), together with a replacement Debenture (if any amount is not converted) and any other securities and property to which Holder is entitled upon such conversion under the terms of this Debenture, including a check payable to Holder for any cash amounts payable to the Holder. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Debenture, subject to the effect of any prior written notice period set forth in Section 7(a) hereof and the right of the Company to prepay the outstanding amounts due on this Debenture prior to the expiration of such prior notice period, and the Person or Persons entitled to receive the Subsequent Placement Debentures or shares on such conversion shall be treated for all purposes as the record holder or holders of such Subsequent Placement Debentures or shares as of such date. Notwithstanding anything to the contrary herein, in the event that Holder shall not deliver both the Conversion Notice and the original of this Debenture to the Company in the manner set forth in this Section 7(c), within the applicable periods in which the Debenture may be converted hereunder, the Company may, at its sole discretion, void the attempted or purported conversion of this Debenture by the Holder.

(ii)   Fractional Shares; Effect of Conversion . No fractional shares shall be issued upon conversion of or as an interest payment on this Debenture. In lieu of Company issuing any fractional shares to Holder upon the conversion of or as an interest payment on this Debenture, Company shall pay to Holder an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Debenture in full and the payment of the amounts specified in this Section 7(c)(ii), Company shall be forever released from all its Obligations under this Debenture.

(d)   Determination of Fair Market Value . For purposes of this Section 7, “fair market value” of one share of Common Stock as of a particular date (the “ Determination Date ”) shall be determined as follows:

(i)   If the Common Stock is listed for trading on a national securities exchange, then the fair market value of one share of Common Stock shall be deemed to be the average of the closing sales prices as quoted on the national securities exchange on which the Common Stock is listed for trading for the five (5) trading days (or all such trading days if the Common Stock has been traded fewer than five (5) trading days) prior to the Determination Date, or if not so listed, the average of the closing bid and asked prices as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company, for the five (5) trading days (or all such trading days if the Common Stock has been traded fewer than five (5) trading days) prior to the Determination Date;

(ii)   If this Debenture is converted or an interest payment is made in connection with an initial public offering for the Company’s Common Stock then the fair market value of one share of Common Stock shall be deemed to be the initial “Price to the Public” as specified in the final prospectus with respect to such initial public offering; or

(iii)   If the Company’s Common Stock is not listed for trading on a national securities exchange nor admitted for trading on a national market system or the fair market value of the Common Stock is not otherwise determinable in accordance with Sections 7(d)(i) or (ii) hereof, then the fair market value of one share of Common Stock shall be determined in good faith by the Company’s Board of Directors.

(iv)   The shares of Common Stock issuable upon conversion of or as an interest payment on this Debenture may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Securities Act or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“ Rule 144 ”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Debenture and who is an “accredited investor” (as defined in the Subscription Agreement relating to the initial issuance of this Debenture). Except as otherwise provided in the Subscription Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Debenture have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of or as an interest payment on this Debenture that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

8.   Conversion Price Adjustments; Notice of Events .

(a)   Adjustments for Stock Splits and Subdivisions . In the event Company should at any time or from time to time after the date of issuance hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the Company shall pay a dividend or other distribution payable in additional shares of Common Stock without payment of any consideration by such holder for the additional shares of Common Stock, then, as of such record date or the date of determination (i.e. record date) of stockholders entitled to receive such dividend or distribution (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of this Debenture shall be appropriately decreased so that the number of shares of Common Stock issuable upon conversion of or as an interest payment on this Debenture shall be increased in proportion to such increase of outstanding shares.

(b)   Adjustments for Reverse Stock Splits . If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for this Debenture shall be appropriately increased so that the number of shares of Common Stock issuable on conversion or as an interest payment on this Debenture shall be decreased in proportion to such decrease in outstanding shares.

(c)   Notices of Record Date, etc. In the event of:

(i)   Any taking by Company of a record of the holders of any class of securities of Company for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend payable out of earned surplus at the same rate as that of the last such cash dividend theretofore paid) or other distribution or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

(ii)   Any capital reorganization of Company, any reclassification or recapitalization of the capital stock of Company or any transfer of all or substantially all of the assets of Company to any other Person or any consolidation or merger involving Company; or

(iii)   Any voluntary or involuntary dissolution, liquidation or winding-up of Company,

Company will mail to Holder of this Debenture at least 10 days prior to the earliest date specified therein, a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of such dividend, distribution or right; and (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining stockholders entitled to vote thereon.

(d)   Reservation of Stock Issuable Upon Conversion . Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of this Debenture such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Debenture; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the entire outstanding principal amount of this Debenture, without limitation of such other remedies as shall be available to the holder of this Debenture, Company will use commercially reasonable efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

9.   No Short Transactions . At any time that any amount owing to Holder under this Debenture shall remain outstanding, the Holder, and any Person who shall have a beneficial ownership interest (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended), or a direct or indirect pecuniary interest (within the meaning of Rule 16-a-1(a)(2) under the Securities Exchange Act of 1934, as amended) in the Conversion Shares, shall not, directly or indirectly, make any short sale or maintain any short position, establish or maintain a “put equivalent position” (within the meaning of Rule 16-a-1(h) under the Securities Exchange Act of 1934, as amended), enter into any swap, derivative transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock (whether any such transaction is to be settled by delivery of Common Stock, other securities, cash or other consideration) or any securities convertible into, exercisable for or exchangeable for Common Stock of the Company.

10.   Successors and Assigns . Subject to the restrictions on transfer described in Sections 12 and 13 below, the rights and obligations of Company and Holder of this Debenture shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

11.   Waiver and Amendment . Any provision of this Debenture may be amended, waived or modified upon the written consent of Company and holders of a Majority in Interest of all then outstanding Debentures issued in connection with the Private Placement.

12.   Transfer of this Debenture or Securities Issuable on Conversion Hereof or Otherwise Hereunder . With respect to any offer, sale or other disposition of this Debenture or securities into which such Debenture may be converted or are otherwise issuable hereunder, Holder will give written notice to Company prior thereto, describing briefly the manner thereof, together with a written opinion of Holder’s counsel, or other evidence reasonably satisfactory to Company, and a written assignment to the Company in substantially the form attached hereto as Exhibit B , to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice, written assignment and reasonably satisfactory opinion, if so requested, or other evidence, Company, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Debenture or such securities, all in accordance with the terms of the notice delivered to Company. If a determination has been made pursuant to this Section 12 that the opinion of counsel for Holder, or other evidence, is not reasonably satisfactory to Company, Company shall so notify Holder promptly after such determination has been made. Each Debenture thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for Company such legend is not required in order to ensure compliance with the Securities Act. Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing transfers of this Debenture shall be registered upon registration books maintained for such purpose by or on behalf of Company. Prior to presentation of this Debenture for registration of transfer, Company shall treat the registered holder hereof as the owner and holder of this Debenture for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Debenture shall be overdue and Company shall not be affected by notice to the contrary.

13.   Status as Debenture Holder . Upon submission of a Notice of Conversion by a Holder or upon an automatic conversion of the Debentures, (i) the Debentures covered thereby shall be deemed converted into shares of Common Stock or Replacement Debentures and (ii) the Holder’s rights as a Holder of such converted portion of this Debenture shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock or Replacement Debentures and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Company to comply with the terms of this Debenture.

14.   Pari Passu Debentures . Holder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Debenture and all interest hereon shall be pari passu in right of payment and in all other respects to the other Debentures issued pursuant to the Private Placement or pursuant to the terms of such Debentures. In the event Holder receives payments in excess of its pro rata share of Company’s payments to the holders of all of the Debentures, then Holder shall hold in trust all such excess payments for the benefit of the holders of the other Debentures and shall pay such amounts held in trust to such other holders upon demand by such holders.

15.   Assignment by Company . Neither this Debenture nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Company without the prior written consent of Holder.

16.   Notices . Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier or personal delivery at the respective addresses of the parties as set forth in the Subscription Agreement or o