GENERAL RELEASE AND MEMBERSHIP INTEREST ISSUANCE AGREEMENT

This General Release and Membership Interest Issuance Agreement (the “ Agreement ”) is made and entered into as of July 8, 2008 (the “Effective Date”) by and between Auto Acquisition Inc., a Delaware corporation (“ AAI ”), Brian M. Wood , an individual (“ Wood ”), and EV Rental Cars, LLC , a California limited liability company (the “ Company ”) (collectively, the “ Parties ”).

A.   Wood is presently employed by AAI.

B.   Pursuant to an agreement and plan of merger being negotiated by and between the Company and IMMS, Inc., a Nevada corporation (“ IMMS ”), the Company is contemplating a reorganization whereby a wholly-owned subsidiary of IMMS would be merged with and into the Company, with the Company being the surviving entity and becoming a wholly-owned subsidiary of IMMS (the “ Proposed Merger ”).

C.   The Company is assembling a new senior management team to manage IMMS after the closing of the Proposed Merger and desires to secure Wood’s employment prior to the closing of the Proposed Merger.

D.   Wood desires to become employed by IMMS after the closing of the Proposed Merger according to the terms and conditions of the employment agreement attached as Exhibit “ A ” hereto (the “ Employment Agreement ”).

E.   AAI desires to release the Company, IMMS and Wood from any and all obligations owed to AAI, including those obligations arising from Wood’s employment with AAI, and from any restrictions (contractual or otherwise) of Wood being employed by IMMS, the Company, or any of their respective affiliates.

F.   In consideration of Wood’s execution of the Employment Agreement, and the execution of this Agreement by the Parties, the Company desires to issue limited liability company membership interests to AAI.

NOW , THEREFORE , for and in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.   Execution of Employment Agreement. Wood shall execute the Employment Agreement concurrently with the execution of this Agreement.

2.   Release. Subject to the execution of the Employment Agreement by Wood, and except for any obligations created under this Agreement, AAI, on behalf of itself, its assigns, agents, insurers, employees, partners, members, shareholders, representatives, accountants, attorneys, guarantors, predecessors, successors and all other persons or entities acting by, through, or in concert with it (the “ Releasing Parties ”), hereby fully release and discharge the Company, IMMS and Wood of and from any and all obligations owed to the Releasing Parties, including those obligations arising from Wood’s employment with AAI, and from any restrictions (contractual or otherwise) of Wood being employed by IMMS, the Company, or any of their respective affiliates, any actions, causes of action, in law or equity, in contract or in tort, under the statutes or laws of the United States or any state or other jurisdictions, lawsuits and all necessary and indispensable counterclaims, debts, claims, contracts, agreements, promises, liability, claims, demands, obligations, or damages the Releasing Parties have against the Company, IMMS and Wood as of the date of this Agreement. The releases set forth in this paragraph are and shall be complete, irrevocable and unconditional releases with respect to the matters being released, including both known and unknown claims, and the Releasing Parties hereby release all rights reserved to them under statutes of any jurisdiction that might restrict or limit the release of unknown claims.

3.   Waiver of California Civil Code Section 1542. The Releasing Parties acknowledge that they have been made aware of and expressly waive any and all rights under Section 1542 of the California Civil Code, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known to him or her must have materially affected his or her settlement with the debtor.”

The Releasing Parties waive and release any rights that either may have under Section 1542 to the full extent that all such rights may lawfully be waived. The Releasing Parties each understand and acknowledge that the significance and consequence of this waiver of Section 1542 is that (a) even if a Party should eventually suffer additional damage, loss or injury arising out of the facts and circumstances of this Agreement, Wood’s employment with the Company or the termination of Wood’s employment with AAI, the Releasing Parties will not be able to make any claim for those damages, losses or injuries; and (b) the Releasing Parties will not be able to make any claim for any damage, loss or injury which may exist as of the date of this Agreement, but which the Releasing Parties may not know or realize to exist and which if known, would materially affect the Releasing Parties’ decision to execute this Agreement, regardless of whether that lack of knowledge is the result of ignorance, oversight, error, negligence or any other cause.

4.   Voluntary Release.  This Agreement and the releases included herein are freely and voluntarily executed by the Releasing Parties, after having been apprised of all relevant information and applicable law. The Releasing Parties, in executing this Agreement, have not relied upon any inducements, promises or representations made by any other Party, their representatives or their attorneys or advisors which have not been specifically incorporated in writing into the terms of this Agreement. The Releasing Parties have read this Agreement and have had its terms and consequences explained by their respective attorneys, or if they have not consulted with an attorney, have waived this right and voluntarily accept the Agreement, with its terms and consequences, as written.

5.   Issuance of Company Membership Interests. Provided that (i) Wood executes the Employment Agreement, (ii) this Agreement has been executed by all Parties, and (iii) the representations and warranties and other information provided in paragraphs 6 through 9 below are true and accurate as of the Effective Date and remain true and accurate as if the date of the issuance by the Company of the membership interests, the Company agrees to issue limited liability company membership interests equivalent to 8.130081% of the Company (the “ Company Membership Interests ”) to AAI immediately prior to the closing of the Proposed Merger. The releases, issuance of the Company Membership Interests, execution of the Employment Agreement by Wood and any other transactions contemplated by this Agreement shall be deemed to have occurred immediately prior to the closing of the Proposed Merger, if the closing of the Proposed Merger shall occur. Notwithstanding anything to the contrary contained herein, if the Proposed Merger shall not have closed by July 31, 2008, this Agreement and the Employment Agreement shall be null and void, and the Company shall not be obligated to issue the Company Membership Interests to AAI. If and when the Proposed Merger closes, it is the understanding of the Parties that the Company Membership Interests would be substantially equivalent to 1,500,000 shares of restricted IMMS common stock; however, there can be no assurance that the Proposed Merger will close and the Company expressly makes no representations or warranties to that effect.

6.   AAI Representations and Warranties. AAI represents and warrants to, and covenants with, the Company as follows:

a.   AAI has received and had the opportunity to review documents containing current information on the Company, and has been given access to full and complete information regarding the Company, and has utilized such access to AAI’s satisfaction for the purpose of obtaining such information regarding the Company as the AAI has requested; and, particularly, AAI has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Company Membership Interests and to obtain any additional information, to the extent available;

b.   Except for information heretofore furnished to AAI, no representations or warranties have been made to AAI by the Company, any selling agent of the Company, or any agent, employee, or affiliate of the Company or such selling agent;

c.   AAI believes that an investment in the Company Membership Interests is suitable for AAI based upon AAI’s investment objectives and financial needs. AAI (i) has adequate means for providing for AAI’s current financial needs and personal contingencies; (ii) has no need for liquidity in this investment; (iii) at the present time, can afford a complete loss of such investment; and (iv) does not have an overall commitment to investments which are not readily marketable that is disproportionate to AAI’s net worth, and AAI’s investment in the Company Membership Interests will not cause such overall commitment to become excessive;

d.   AAI has such knowledge and experience in financial and business matters that AAI is capable of evaluating the merits and risk of an investment in the Company Membership Interests and has the net worth to undertake such risks;

e.   AAI was not offered or sold the Company Membership Interests, directly or indirectly, by means of any form of general advertising or general solicitation, including, but not limited to, the following: (1) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium of or broadcast over television or radio; or (2) to the knowledge of the undersigned, any seminar or meeting whose attendees had been invited by any general solicitation or general advertising;

f.   AAI has obtained, to the extent AAI deems necessary, AAI’s own personal professional advice with respect to the risks inherent in the investment in the Company Membership Interests, and the suitability of an investment in the Company Membership Interests in light of AAI’s financial condition and investment needs;

g.   AAI recognizes that the Company Membership Interests as an investment involves a high degree of risk;

h.   AAI understands that the Company’s determination that the exemption from the registration provisions of the Securities Act of 1933, as amended (the “ Act ”), which is based upon non-public offerings and applicable to the offer and sale of the Company Membership Interests, is based, in part, upon the representations, warranties, and agreements made by AAI herein; and AAI consents to the disclosure of any such information, and any other information furnished to the Company, to any governmental authority, self-regulatory organization, or, to the extent required by law, to any other person;

i.   AAI realizes that (i) the investment in the Company Membership Interests is a long-term investment; (ii) AAI must bear the economic risk of investment for an indefinite period of time because the Company Membership Interests have not been registered under the Act or under the securities laws of any state and, therefore, the Company Membership Interests cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations are available; (iii) there is presently no public market for the Company Membership Interests and AAI may be unable to liquidate AAI’s investment in the event of an emergency, or pledge the Company Membership Interests as collateral for a loan; and (iv) the transferability of the Company Membership Interests is restricted and (A) requires conformity with the restrictions contained in paragraph 7 below and (B) legends will be placed on the instruments representing the Company Membership Interests referring to the applicable restrictions on transferability;

j.   AAI was not organized for the specific purpose of acquiring the Company Membership Interests;

k.   This Agreement has been duly authorized by all necessary action on the part of AAI, has been duly executed by an authorized officer or representative of AAI, and is a legal, valid and binding obligation of AAI enforceable in accordance with its terms; and

l.   AAI has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Company Membership Interests and protecting AAI’s own interests in this transaction, and does not desire to utilize the services of any other person in connection with evaluating such merits and risks.