A & C LOGISTICS INC

All of Debtor's assets, now owned or hereafter acquired or now existing or hereafter arising, including (i) all of Debtor's inventory; (ii) all of Debtor's accounts, deposit accounts, investment property, letter of credit rights and supporting obligations, together with all interest of Debtor in any goods, the sale or lease of which give rise to any of Debtor's accounts, including the right of stoppage in transit, replevin and reclamation, and all chattel paper, documents and instruments, including all of those relating to accounts; (iii) all of Debtor's general intangibles; (iv) all of Debtor's equipment; and (v) all of the proceeds, products, increase, issue, accessions, attachments, accessories, parts, additions, repairs, replacements and substitutes of, to, and for all of the foregoing, together with all books and records pertaining to the foregoing and the equipment containing the books and records.

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.

Secured Party has purchased certain "Future Receipts" from Debtor. "Future Receipts" means all payments made to Debtor by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card or other form of monetary payment in the ordinary course of Debtor's business.    Debtor and Secured Party intend that the sale of Future Receipts is a sale and not an assignment for security.    Notice:  Pursuant to the agreement between Debtor and Secured Party, Debtor is prohibited from obtaining any financing that impairs the value of the Future Receipts or Secured Party's right to collect same