CENTRO DE BIENESTAR DEPORTIVO

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 present and future accounts receivable, cash receipts, revenue, deposit accounts, payment processor accounts, contract rights, other rights to payment, and all funds held in merchant accounts and payment systems, whether now existing or hereafter arising. In addition, this includes any real estate owned by the Seller or any real property interest associated with the collateral described above, whether now existing or hereafter acquired. This collateral is pledged as security for the prompt and complete payment and performance of all obligations of the Seller under this Agreement (the "Secured Obligations"). The Seller grants the Buyer a continuing first-priority security interest in the Collateral to ensure the fulfillment of the Secured Obligations.

Pursuant to the Revenue Purchase Agreement, all of the Debtor's tangible and intangible assets, whether now existing or hereinafter arising or acquired and wherever located and all proceeds of such assets (collectively, the "Collateral").