JAMAICAN FLAVOR FUSION LLC

Certain future credit card, debit card, bank card, other charge card proceeds, proceeds from sales, and account receivables (the "Receivables") sold by JAMAICAN FLAVOR FUSION LLC, d/b/a Jamaican Flavor Fusion and Elizabeth R Thompson Barrett as Seller, and purchased by IMS FUND SOUTH LLC as Buyer, pursuant to that certain agreement and any future agreements, between Seller and Buyer regarding the sale of receivables (the "Agreement"). The sale of the receivables pursuant to the Agreement is intended by the parties thereto to be an outright sale of such receivables and not intended to be, nor is it to be construed as, a financing or an assignment for securing the obligations of the Seller. In addition, the Agreement prohibits Seller from incurring any debt, transferring any receivables to any other
person, or granting any security interests in its accounts receivable or other assets until Buyer has received all amounts due under the Agreement.Seller grants unto Buyer a continuing security interest, whether now owned or acquired hereafter, in (i) all of Seller's accounts, deposit accounts, chattel paper, goods, inventory, equipment, instruments, causes of action (including tort claims), investment property, documents, payment intangibles, and general intangibles (including trademarks, service marks, trade names, patents, copyrights, licenses and franchises), as such terms are
defined in the UCC, as revised and in effect, (ii) all reserves and reserve accounts maintained by Seller's credit card processor(s), (iii) all Receivables, as herein defined, (iv) all other assets and personal property of the Seller, and (v) all products and proceeds thereof, including, but not limited to, insurance proceeds. Buyer shall have all rights and be entitled to all benefits afforded to a secured creditor under the Uniform Commercial Code (UCC) or otherwise at law. Note Pursuant to the Agreement, debtor has agreed not to further encumber any accounts receivables.

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.