CODE 3 ENTERTAINMENT LLC

General Description
WHICH ARE SOLD FROM TIME TO TIME. THE SALE OF FUTURE CREDIT CARD RECEIVABLES IS INTENDED TO BE A SALE AND NOT AN ASSIGNMENT FOR SECURITY.
General Description
ALL PERSONAL PROPERTY OF THE DEBTOR, INCLUDING WITHOUT LIMITATION ACCOUNTS, CHATTEL PAPER, DOCUMENTS, EQUIPMENT, GENERAL INTANGIBLES, INSTRUMENTS, INVENTORY (AS THOSE TERMS ARE DEFINED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE IN EFFECT FROM TIME-TO-TIME IN THE STATE OF NEW YORK) WHEREVER LOCATED, NOW OR HEREAFTER OWNED OR ACQUIRED BY THE MERCHANT; (B) ALL TRADEMARKS, TRADE NAMES, SERVICE MARKS, LOGOS AND OTHER SOURCES OF BUSINESS IDENTIFIERS, AND ALL REGISTRATIONS, RECORDINGS AND APPLICATIONS WITH THE U.S. PATENT AND TRADEMARK OFFICE AND ALL RENEWALS, REISSUES AND EXTENSIONS THEREOF (COLLECTIVELY, "TRADEMARKS") WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TOGETHER WITH ANY WRITTEN AGREEMENT GRANTING ANY RIGHT TO USE ANY TRADEMARKS; AND (C) ALL PROCEEDS AS THAT TERM IS DEFINED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.    ALL OF SECURED PARTY'S RIGHT, TITLE AND INTEREST IN AND TO PRESENTLY EXISTING AND FUTURE CREDIT CARD RECEIVABLES DUE TO DEBTORS FROM DEBTORS' CREDIT CARD PROCESSORS

All assets now owned or hereafter acquired or arising.

All personal assets now owned and hereinafter acquired, either tangible or intangible, including but not limited to inventory, furniture, fixtures, any and all equipment, account receivables, books and records, chattel paper, documents, instruments, investment property, general intangibles, letter-of-credit rights, accounts and deposit accounts, together with any products and proceeds thereof. Pursuant to written agreement with Debtor, no further liens are permitted on the collateral described herein.

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.         718134 7405

All of Merchant's Accounts, Chattel Paper, Goods, Inventory, Equipment, Instruments, Reserves, Reserve Accounts, Investment Properties, Documents,    General Intangibles, as such terms are defined in the UCC, as revised and in effect, all Future Receivables as herein defined, all other assets and personal property of the Merchant and all products and proceeds thereof.

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.