TRI CITY MOTORSPORTS INC.

All personal property of Debtor, whether such property or Debtor's right , title or interest therein or thereto is now owned or existing or hereafter acquired or arising, and wherever located, including, without limitation, all Accounts, Inventory, Equipment, other Goods, General Intangibles (including, without limitation, Payment Intangibles), Chattel Paper (whether tangible or electronic), Instruments  (including, without limitation, Promissory Notes), Deposit Accounts, Investment Property, Letter-of-Credit Rights and Documents, and all Fixtures of Debtor, and all products and Proceeds (including, without limitation, insurance proceeds) of the foregoing, and all accessions to, substitutions for and all replacements of any of the foregoing. Without limiting the foregoing, Collateral includes Debtor's right to any price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments, warranty service reimbursements or other amounts which at any time are due from a vendor. Similarly, Collateral includes, without limitation, all books and records, electronic or otherwise, which evidence or otherwise relate to any of the foregoing property, and all computers, disks, tapes, media, and other devices in which such records are stored. For purposes of this paragraph, capitalized terms have the meanings given to them in Division 9 of the California Uniform Commercial Code.

All Assets

This financing statement covers all personal property of the debtor, whether now owned or hereafter acquired, including but not limited to: (a) all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, and (b) all proceeds, products, accessions of the foregoing including, without limitation all books and records and debtor's right to all price protection payments, rebates, discounts, credits, factory holdbacks, incentive payments and any other amounts due debtor at any time from a person from whom debtor has purchased the foregoing.

All assets of Debtor whether now owned or hereafter acquired or arising.