SCOOTERS SMOKEHOUSE & GRILL LLC

All now owned and hereafter acquired accounts; chattel paper; deposit accounts; 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 accounts receivable, other rights of payment of Borrower, and payments made to Borrower, however made, including, but not limited to, payments by cash, check, ACH, wire transfer or other electronic transfer, and Payment Card Receipts, in each case, arising out of the sale of goods and services by Borrower, together with all proceeds, including cash proceeds, of such receivables, rights of payment, and payments, now existing or hereafter created.