T & T AUTO LLC

The UCC financing statement will outline FDMS' position as providing a cash advance in exchange for a certain percentage of future credit card receivables, with certain rights in the event of default as outlined in the MCA Agreement.

All of the following property, except to the extent any of the following property is considered to be real 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. THE SECURED PARTY NAMED IN THIS RECORD IS ACTING IN A REPRESENTATIVE CAPACITY FOR PURPOSES OF FORWARDING NOTICES & INQUIRIES REGARDING THIS RECORD. FOR MORE INFORMATION, PLEASE CONTACT THE SECURED PARTY AT THE ADDRESS LISTED ABOVE OR AT UCCSPREP@CSCINFO.COM

All accounts and accounts receivable of the Debtor, whether now owned or hereafter acquired as such terms may be defined in the Uniform Commercial Code.     For New Jersey, the Collateral described is within the scope of Article 9 as adopted by N.J. pursuant to 12A:9-102 and 12A:9-109.

Secured Party has purchased certain "Future Receipts" from Debtor. "Future Receipts" means all payments made to Debtor by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card or other form of monetary payment in the ordinary course of Debtor's business.    Debtor and Secured Party intend that the sale of Future Receipts is a sale and not an assignment for security.    Notice:  Pursuant to the agreement between Debtor and Secured Party, Debtor is prohibited from obtaining any financing that impairs the value of the Future Receipts or Secured Party's right to collect same