Henderson Consulting, LLC

ALL BUSINESS ASSETS NOW OWNED AND HEREAFTER ACQUIRED, INCLUDING BUT NOT LIMITED TO ACCOUNTS, ACCOUNTS RECEIVABLE, PROCEEDS, CONTRACTS, CONTRACT RIGHTS, COPYRIGHT INTERESTS, INVENTORY, PRODUCTS, SUPPLIES, FURNITURE, FIXTURES AND EQUIPMENT.

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.

"Future Receipts" sold by Debtor to Secured Party.  "Future Receipts" means any payments received by Debtor from customers and other third-parties in exchange for Debtor's goods or services (in any form including, but not limited to, cash, check, payment card, and electronic transfers).  Debtor & Secured Party intend that the sale of Future Receipts is a sale and not an assignment for security or a financing.  Pursuant to the agreement between Secured Party and Debtor, Debtor is prohibited from transferring any Future Receipts to any other person or entity, granting any security interests in its accounts receivables, or obtaining any financing that impairs the value of the Future Receipts or Secured Party's right to collect the same until Secured Party has received all amounts due to it.

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 Properly; g. Documents; h. Deposit Accounts; i. Letter of Credits 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 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.