BROADMOOR CRYOTHERAPY INC

All of Debtor's present and future accounts, chattel paper, deposit accounts, documents, personal property, general intangibles, instruments, equipment (including assets and fixtures), inventory and proceeds, each as defined in Article 9 of the Uniform Commercial Code, whether now or hereafter owned or acquired by Debtor and wherever located, and all proceeds of any such property. Secured Party holds a first priority continuing security interest in the foregoing collateral. 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.

ANY AND ALL PRESENT AND FUTURE RECEIVABLES, ACCOUNTS RECEIVABLE, INCLUDING WITHOUT LIMITATION CREDIT CARD RECEIVABLES, ACCOUNTS, ANY AND ALL OTHER PRESENT AND FUTURE OBLIGATIONS DUE DEBTOR, CHATTEL, PAPER, PERSONAL PROPERTY, ASSETS AND FIXTURES, GENERAL INTANGIBLES, INSTRUMENTS, PRODUCTS, EQUIPMENT AND INVENTORY WHEREVER LOCATED, AND PROCEEDS NOW OR HEREAFTER OWNED OR ACQUIRED BY DEBTOR. PURSUANT TO A CERTAIN WRITTEN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED TO NOT FURTHER SELL OR OTHERWISE ENCUMBER DEBTOR'S RECEIVABLES, THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH THE SECURED PARTY'S CONTRACTUAL RELATIONSHIP WITH DEBTOR. IN THE EVENT THAT ANY ENTITY PURCHASES OR ENCUMBERS DEBTOR'S RECEIVABLES CONTRARY TO THE ABOVE, THE SECURED PARTY MAY ASSERT A CLAIM TO ANY PROCEEDS THEREOF RECEIVED BY SUCH ENTITY AND/OR FOR ADDITIONAL DAMAGES

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.