ABC PAINTING AND TEXTURES LLC

All of the following property now owned or existing or hereafter acquired by the Debtor (or by the Debtor with spouse), wherever located:all accounts;inventory;equipment;fixtures;instruments;documents;chattel paper; investment property;deposit accounts;letter of credit rights and all accessions to,replacements of and substitutions for and all supporting obligations, products and proceeds of any of the foregoing (in whatever form);and all books, records and data relating to any of the foregoing (in whatever form); together with Debtors right title and interest in and to all software required to utilize, create, maintain and process such records or data on electronic media.Other than the sale or lease of inventory in the ordinary course of Debtors business, the purchase by or pledge to another person of any of described collateral violates the rights of the Secured Party.Any receipts of proceeds of the collateral by a subordinate secured party violated the rights of the Secured Party.

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.         888023 7400

Present and future accounts, receivables, chattel paper, deposit accounts, personal property, assets and fixtures, general intangibles, instruments, equipment and inventory (as those terms are defined in Article 9 of the Uniform Commercial Code ("UCC")), wherever located, and with respect to these items, all proceeds now or hereafter owned or acquired by you (collectively, the "Collateral"). THE SECURED PARTY NAMED IN THIS RECORD IS ACTING IN A REPRESENTATIVE CAPACITY FOR PURPOSES OF FORWARDING NOTICES AND INQUIRIES REGARDING THIS RECORD.   FOR MORE INFORMATION, PLEASE CONTACT THE SECURED PARTY AT THE ADDRESS LISTED ABOVE OR AT UCCSPREP@CSCINFO.COM

No collateral description in the Colorado open-data record.

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.

THE PROCEEDS OF EACH FUTURE SALE BY THE DEBTOR(S) IDENTIFIED ON THIS FINANCING STATEMENT AS SELLER(S), WHETHER THE PROCEEDS ARE PAID BY CASH, CHECK, ACH, CREDIT CARD, DEBIT CARD, BANK CARD, CHARGE CARD AND/OR AND OTHER MEANS (COLLECTIVELY "FUTURE SALE PROCEEDS") SOLD BY SELLER, AND PURCHASED BY BUYER, PURSUANT TO THAT CERTAIN PURCHASE AGREEMENT BETWEEN SELLER AND PURCHASER REGARDING THE SALE OF FUTURE SALE PROCEEDS (THE "AGREEMENT"). THE SALE OF THE FUTURE SALE PROCEEDS PURSUANT TO THE AGREEMENT IS INTENDED BY THE PARTIES
THERETO TO BE AN OUTRIGHT SALE OF SUCH FUTURE SALE PROCEEDS 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 OTHER THAN TRADE PAYABLES AND OTHER DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS, TRANSFERRING FUTURE SALE PROCEEDS 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 WITHOUT THE EXPRESS WRITTEN CONSENT OF THE BUYER.

THE COLLATERAL SHALL CONSIST OF ALL THE PROPERTY OF DEBTOR, WHEREVER LOCATED, AND NOW OWNED OR HEREAFTER ACQUIRED, INCLUDING, BUT NOT LIMITED TO: ALL BANK AND OTHER ACCOUNTS AND ANY AND ALL ACCOUNTS RECEIVABLE, INSURANCE RECEIVABLES; CHATTEL; PAPER; INVENTORY; EQUIPMENT; ALL INSTRUMENTS, INCLUDING ANY PROMISSORY NOTES; ANY INVESTMENT PROPERTY; ANY DOCUMENTS OR THINGS; DEPOSIT ACCOUNTS; LETTER(S) OF CREDIT RIGHTS; AND ALL GENERAL INTANGIBLES, INCLUDING, BUT NOT LIMITED TO: PAYMENT INTANGIBLES; SUPPORTING OBLIGATIONS; AND TO THE EXTENT NOT LISTED ABOVE AS ORIGINAL COLLATERAL, ALL PROCEEDS AND PRODUCTS OF THE FOREGOING.

THE PROCEEDS OF EACH FUTURE SALE BY THE DEBTOR(S) IDENTIFIED ON THIS FINANCING STATEMENT AS SELLER(S), WHETHER THE PROCEEDS ARE PAID BY CASH, CHECK, ACH, CREDIT CARD, DEBIT CARD, BANK CARD, CHARGE CARD AND/OR AND OTHER MEANS (COLLECTIVELY "FUTURE SALE PROCEEDS") SOLD BY SELLER, AND PURCHASED BY BUYER, PURSUANT TO THAT CERTAIN PURCHASE AGREEMENT BETWEEN SELLER AND PURCHASER REGARDING THE SALE OF FUTURE SALE PROCEEDS (THE "AGREEMENT"). THE SALE OF THE FUTURE SALE PROCEEDS PURSUANT TO THE AGREEMENT IS INTENDED
BY THE PARTIES THERETO TO BE AN OUTRIGHT SALE OF SUCH FUTURE SALE PROCEEDS 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 OTHER THAN TRADE PAYABLES AND OTHER DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS, TRANSFERRING FUTURE SALE PROCEEDS 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 WITHOUT THE EXPRESS WRITTEN CONSENT OF THE BUYER.

"Future Receipts" sold by Debtor to Secured Party.  "Future Receipts" means any payments received by Debtor from customers and other third-parties in exchange for Debtor's goods or services (in any form including, but not limited to, cash, check, payment card, and electronic transfers).  Debtor & Secured Party intend that the sale of Future Receipts is a sale and not an assignment for security or a financing.  Pursuant to the agreement between Secured Party and Debtor, Debtor is prohibited from transferring any Future Receipts to any other person or entity, granting any security interests in its accounts receivables, or obtaining any financing that impairs the value of the Future Receipts or Secured Party's right to collect the same until Secured Party has received all amounts due to it.

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.

(A) accounts (the "Accounts Collateral"), accounts receivables, 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); (b) all proceeds, as that term is defined in Article 9 of the UCC

FUTURE RECEIVABLES.

All accounts receivable, receipts, instruments, contract rights and other rights to receive the payment of money, patents, chattel paper, licenses, leases and general intangibles, whether now owned acquired or arising, and all of the debtor's books and records relating to any of the foregoing.