METROPOLITAN SERVICES INC

UCC-1 Collateral Language: The collateral includes the following property of Debtor wherever found and whether now owned or hereafter acquired by Debtor: (a) all accounts, chattel paper, cash, deposit accounts, documents, equipment, general intangibles, instruments, and inventory, or investment property, as those terms are defined in Article 9 of the UCC, excluding any of Debtor's assets that are obligations owed by consumers to Debtor; (b) all proceeds, as that term is defined in Article 9 of the UCC; (c) all funds at any time in the Debtor's accounts, regardless of the source of such funds; (d) present and future Electronic Check Transactions; and (e) any amount which may be
due to Secured Party under a certain Security Agreement and Payment Rights Purchase and Sale Agreement, including but not limited to all rights to receive any payments or credits. The collateral secures a sale of a specified amount of Debtor's future payment rights to Secured Party, the terms of which prohibit Debtor from transferring the future payments rights that Secured Party has purchased to any person or entity other than Secured Party, or granting any security interest in the future payment rights that Secured Party has purchased from Debtor to any person or entity other than Secured Party. Any subsequent lienor may be tortuously interfering with Secured Party's rights.

All assets of the Debtor now owned or hereafter acquired

ALL ASSETS

ACCOUNTS RECEIVABLE, CASH, CASH PROCEEDS, ACCOUNTS, CHATTEL PAPER, EQUIPMENT, GENERAL INTANGIBLES, INVENTORY, INSTRUMENTS RELATED TO THE RECEIPTS, INSTRUMENTS RELATED TO THE FUTURE RECEIVABLES.