COVER UP WINDOW WELLS, INC.

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. Letter of Credit Rights; m. 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. See attached addendum for additional Collateral
THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH THE SECURED PARTY'S RIGHT BY SUCH ENCUMBRANCES 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

All of the following property, except to the extent any of the following property is considered to be real property, that is now or hereafter at any time used in connection with (without regard to the duration of the period of such use), or now or at any time relates to or arises as a result of, the operation of the Debtor's business: (i) all of the Debtor's inventory, including all goods, merchandise, raw materials, supplies and other tangible personal property, now owned or hereafter acquired, and all documents now and at any times covering or representing any of said property;(ii) all of Debtor's accounts, accounts receivable, contract receivables, contract rights, notes, drafts, acceptances, instruments, chattel paper,
payment intangibles and general intangibles, and all guarantees and suretyship agreements relating thereto and all security for payment thereof, now and hereafter existing or arising; and (iii) all of Debtor's equipment, including all furniture, furnishings, machinery, fixtures, storage shelves and other goods used in the conduct of Debtor's business, including, but not limited to, all motor vehicles and rolling stock, now owned or hereafter acquired; together with (a) all increases, parts, fittings, accessories, equipment, special tools and accessions now or hereafter attached thereto or used in connection therewith, and any and all replacements of all or any part thereof;(b) any profits now or hereafter acquired from or through any of
the foregoing;(c) any products now or hereafter acquired from or through any of the foregoing;(c) any products now or hereafter manufactured, processed, assembled or commingled from any of the foregoing; and (d) any and all proceeds received should any of the foregoing be sold, exchanged, collected or otherwise disposed of. All of the above described collateral falls within the scope of the Uniform Commercial Code. Notice is hereby provided that pursuant to a contract between Debtor and Secured Party, Debtor has agreed that the collateral described herein ("Covered Collateral") will not, after
the date of the filing of this UCC Financing Statement, be sold, transferred or further encumbered while this UCC Financing Statement is in effect. The sale, transfer or further encumbrance of the Covered Collateral shall constitute a breach by the Debtor of the terms of the contract between Debtor and Secured Party. Any third party that further encumbers the Covered Collateral in whole or in part, purchases the Covered Collateral in whole or in part, or otherwise takes receipt of any rights to the Covered Collateral in whole or in part and who has or should have knowledge of this Financing Statement or the restrictions in the contract between Debtor and Secured Party shall be tortiously interfering with the contract between Debtor and Secured Party and shall be liable to Secured Party for any damages suffered
as a result of the interference. THE SECURED PARTY NAMED IN THIS RECORD IS ACTING IN A REPRESENTATIVE CAPACITY FOR PURPOSES OF FORWARDING NOTICES & INQUIRIES REGARDING THIS RECORD. FOR MORE INFORMATION, PLEASE CONTACT THE SECURED PARTY AT THE ADDRESS LISTED ABOVE OR AT UCCSPREP@CSCINFO.COM

UNDEFINED, ACCTS REC,HEREAFTER ACQUIRED PROPERTY

(A) All accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned or acquired by COVER UP WINDOW WELLS INC, CCOVER UP WINDOW WELLS, INC., and KATE LU INTERIORS LLC; and (b) all proceeds, as that term is defined by Article 9 of the UCC, of COVER UP WINDOW WELLS INC, CCOVER UP WINDOW WELLS, INC., and KATE LU INTERIORS LLC.