Top Tier Thomas LLC

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.          612134 8100

All of Debtor's presently existing and hereafter created Receivables, General Intangibles (as such term is defined in the Uniform Commercial Code), including, without limitation, any claims for tax refunds from any governmental authority due or to become due to Debtor which claims are hereby assigned to the Secured Party, all proceeds of letters of credit, all credit balances with Secured Party, all instruments, all deposit accounts, all computer programs, software, licenses and permits and all Debtor's property of every kind and description, tangible or intangible, at any time in Secured Party's possession or subject to Secured Party's control, whether now or hereafter arising or now owned or hereafter acquired and wherever located and all proceeds of the foregoing.