Jamaican Jerk & Barbecue Restaurant LLC

Type: All Equipment Including Proceeds and Products Type: All Equipment Including Proceeds and Products Type: All Inventory Including Proceeds and Products Type: All Inventory Including Proceeds and Products Type: All General Intangible(s) Including Proceeds and Products Type: All General Intangible(s) Including Proceeds and Products Type: All Chattel Paper Including Proceeds and Products Type: All Chattel Paper Including Proceeds and Products Type: All Account(s) Including Proceeds and Products Type: All Account(s) Including Proceeds and Products Type: Unknown All Assets Including Proceeds and Products Type: Unknown All Assets Including Proceeds and Products

All accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned or acquired by Seller; and all Seller's proceeds, as such term is defined by Article 9 of the UCC. NOTICE PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE COLLATERAL DESCRIBED HEREIN, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH THE SECURED PARTY'S RIGHT BY SUCH ENCUMBRANCER IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTOR'S ACCOUNTS, CHATTEL PAPER OR GENERAL INTANGIBLES CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY.

All of the following property that is now or hereafter at any time used in connection with (without regard to the duration of the period of such use), or now or at any time relates to or arises as a result of, the operation of the Debtor's business: (i) all of the Debtor's inventory, including all goods, merchandise, raw materials, supplies and other tangible personal property, now owned or hereafter acquired, and all documents now and at any times covering or representing any of said property; (ii) all of Debtor's accounts, accounts receivable, contract receivables, contract rights, notes, drafts, acceptances, instruments, chattel paper, payment intangibles and general intangibles, and all guarantees and suretyship agreements relating thereto and all security for payment thereof, now and hereafter existing or arising; and (iii) all of Debtor's equipment, including all furniture,
furnishings, machinery, fixtures, storage shelves and other goods used in the conduct of Debtor's business, including, but not limited to, all motor vehicles and rolling stock, now owned or hereafter acquired; together with (a) all increases, parts, fittings, accessories, equipment, special tools and accessions now or hereafter attached thereto or used in connection therewith, and any and all replacements of all or any part thereof; (b) any profits now or hereafter acquired from or through any of the foregoing; (c) any products now or hereafter acquired from or through any of the foregoing; (c) any products now or hereafter manufactured, processed, assembled or commingled from any of the foregoing; and (d) any and all proceeds received should any of the foregoing be sold, exchanged, collected or otherwise disposed of. All of the above described collateral falls within the scope of the Uniform Commercial Code.
Notice is hereby provided that pursuant to a contract between Debtor and Secured Party, Debtor has agreed that the collateral described herein ("Covered Collateral") will not, after the date of the filing of this UCC Financing Statement, be sold, transferred or further encumbered while this UCC Financing Statement is in effect. The sale, transfer or further encumbrance of the Covered Collateral shall constitute a breach by the Debtor of the terms of the contract between Debtor and Secured Party. Any third party that further encumbers the Covered Collateral in whole or in part, purchases the Covered Collateral in whole or in part, or otherwise takes receipt of any rights to the Covered Collateral in whole or in part and who has or should have knowledge of this
Financing Statement or the restrictions in the contract between Debtor and Secured Party shall be tortiously interfering with the contract between Debtor and Secured Party and shall be liable to Secured Party for any damages suffered as a result of the interference.

Merchant and Guarantor(s)(s) grants to ACS a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any time in the Merchant's and/or Guarantor(s)(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to ACS under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the "Secured Assets").

Certain future credit card, debit card, bank card, other charge card proceeds, proceeds from sales, and account receivables (the "Receivables") sold by JAMAICAN FLAVOR FUSION LLC, d/b/a Jamaican Flavor Fusion and Elizabeth R Thompson Barrett as Seller, and purchased by IMS FUND SOUTH LLC as Buyer, pursuant to that certain agreement and any future agreements, between Seller and Buyer regarding the sale of receivables (the "Agreement"). The sale of the receivables pursuant to the Agreement is intended by the parties thereto to be an outright sale of such receivables and not intended to be, nor is it to be construed as, a financing or an assignment for securing the obligations of the Seller. In addition, the Agreement prohibits Seller from incurring any debt, transferring any receivables to any other
person, or granting any security interests in its accounts receivable or other assets until Buyer has received all amounts due under the Agreement.Seller grants unto Buyer a continuing security interest, whether now owned or acquired hereafter, in (i) all of Seller's accounts, deposit accounts, chattel paper, goods, inventory, equipment, instruments, causes of action (including tort claims), investment property, documents, payment intangibles, and general intangibles (including trademarks, service marks, trade names, patents, copyrights, licenses and franchises), as such terms are
defined in the UCC, as revised and in effect, (ii) all reserves and reserve accounts maintained by Seller's credit card processor(s), (iii) all Receivables, as herein defined, (iv) all other assets and personal property of the Seller, and (v) all products and proceeds thereof, including, but not limited to, insurance proceeds. Buyer shall have all rights and be entitled to all benefits afforded to a secured creditor under the Uniform Commercial Code (UCC) or otherwise at law. Note Pursuant to the Agreement, debtor has agreed not to further encumber any accounts receivables.

All now owned and hereafter acquired accounts; chattel paper; deposit accounts; PayPal, Inc, contract rights;letter of credit rights; instruments; payment and general intangibles; goods; inventory; equipment and fixtures; investment property; and all books and records relating to all of the foregoing property, including, without limitation, all computer programs; and all proceeds of the foregoing. NOTICE PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE COLLATERAL DESCRIBED HEREIN, THE ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH THE SECURED PARTY'S RIGHT BY SUCH ENCUMBRANCES. IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTORS ACCOUNTS, CHATTEL PAPER OR GENERAL INTANGIBLES CONTRARY TO THE ABOVE, THE SECURED PARTY ASSERTS A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY.

All Assets now owned or hereafter acquired and wherever located, including but not limited to, the following subcategories of assets: a. Accounts, including but not limited to, credit card receivables; b. Chattel Paper; c. Inventory; d. Equipment; e. Instruments, including but not limited to, Promissory Notes; f. Investment Property; g. Documents; h. Deposit Accounts; i. Letter of Credit Rights; j. General Intangibles; k. Supporting Obligations; and I. Proceeds and Products of the foregoing.  Notice Pursuant to an agreement between Debtor and Secured Party, Debtor has agreed not to further encumber the collateral described herein, the further encumbering of which may constitute the tortious interference with the Secured Party's right by such encumbrancer in the event that any entity is granted a security interest in the Debtor's accounts, chattel paper or general intangibles contrary to the above, the Secured Party asserts a claim to any proceeds thereof received by such entity.