Power-Up Performance LLC

All tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code.  The security interest Borrower grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto.    199633 8206

All ASSETS INCLUDING PROCEEDS AND PRODUCTS; ACCOUNT RECEIVABLES INCLUDING PROCEEDS AND PRODUCTS; ACCOUNT(S) INCLUDING PROCEEDS AND PRODUCTS; CHATTEL PAPER INCLUDING PROCEEDS AND PRODUCTS; INVENTORY INCLUDING PROCEEDS AND PRODUCTS; EQUIPMENT INCLUDING PROCEEDS AND PRODUCTS; NEGOTIABLE INSTRUMENTS INCLUDING PROCEEDS AND PRODUCTS; GENERAL INTANGIBLE(S) INCLUDING PROCEEDS AND PRODUCTS.

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.

All property, assets, rights, real property and interest in property of Debtor, of any kind or description, tangible, whether now owned or existing or hereafter acquired or arising and whosesoevers' located including, but not limited to the following: All deposit accounts, accounts and accounts receivable of Debtor, whether now in existence or hereafter coming into existence all letter of credit rights: all chattel paper ( whether tangible or electronic) contract rights, instruments (including promissory notes), documents, general intangibles (including, without limitation, payments intangibles trademarks, service marks, trade names, patents, copyrights and licenses), inventory (including raw materials inventory, finished goods inventory, parts, supplies) and goods in process of debtor, whether now in existence or owned or hereafter coming into existence or acquired, whether located, and all returned goods and repossessions and replacements thereof: all vehicles, furniture, machinery and equipment now owned and hereafter acquired by Debtor (including all embedded software): all investment property: all supporting obligations, software and commercial tort claims: all accessions. Additions, replacements, and substitutions relating to any of the foregoing: all records of any kind relating to any of the foregoing: all proceeds relating to any of the foregoing (including insurance, general intangibles and accounts proceeds): All insurance policies insuring the foregoing property or any part thereof including unearned premiums and all refunds