NECIO LATIN EATERY INC

1.            Sale of Accounts by Debtor/Purchase of Rights to Payments by Secured Party:  Secured Party has purchased all accounts, general intangibles, and rights to payment, or a portion/percentage thereof, generated by Debtor on account of credit, debit, and all other card transactions relating to the operation of Debtor's business and sold by Debtor to Secured Party pursuant to any agreements between Debtor and Secured Party (as any of them may be amended, restated, renewed, replaced, or otherwise modified from time to time).  The portion of any transaction between Debtor and Secured Party relating to the foregoing is intended as a sale and not as an assignment for security. 2.            Collateral Securing Obligations to Secured Party:    In order to secure Debtor's performance of its covenants relating the purchase(s) and sale(s) covered by this filing, Debtor has given Secured party an interest in the following, collectively referred to as the "Collateral":  All of Debtor's
personal property and fixtures, tangible and intangible, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, including without limitation:  all equipment, furniture, artwork, inventory, instruments, investment property, documents, general intangibles, deposits, contract rights, tradenames, trademarks, patents, supporting obligations, payment intangibles, chattel paper, commercial tort claims, licenses, liquor licenses, permits, franchise agreements, payments due from credit card and bank card companies or processors, accounts receivable, accounts, leases, deposit accounts, refunds of bonds, monies due or to become due from the State Liquor Authority and/or State Division of Alcoholic Beverage Control and, to the extent not listed above as original collateral, all products and proceeds of the foregoing collateral in whatever form, including, without limitation, all payments under insurance, whether or not Secured Party is the
loss payee thereof, all proceeds of any governmental taking, and any indemnity, warranty, letter of credit (including the right to draw on such letter of credit), or guaranty payable by reason of any default under, loss of, damage to or otherwise with respect to, any of the foregoing.

All Inventory, Chattel Paper, Accounts, Equipment and General Intangibles; whether any of the foregoing is owned now or acquired later; all accessions, additions, replacements, and substitutions relating to any of the foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (including insurance, general intangibles and other accounts proceeds)

All assets of the Debtor wherever located, whether now owned or hereafter acquired, created or arising, including but not limited to the following: all goods, accounts, sales, receivables, future receivables, future credit card receivables, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, cash, deposit accounts, letters of credit right (whether or not evidenced by writing), securities, and any and all proceeds of the foregoing.