Millburn Pennybags secures a business loan from Snidely Whiplash and signs the following promissory note and security agreement that Whiplash prepared:

FOR VALUE RECEIVED, the undersigned, Millburn Penny Bags (the

"Debtor") promises to pay to the order of Snidely Whiplash or his

assigns (the "Secured Party"), at such place as Secured Party may

designate in writing, in lawful money of the United States of America and in

immediately available funds, up to the full principal amount of $500,000.00

with interest at the rate of the Fed (U.S.) Prime Rate as set forth by the Wall

Street Journal on its Web site at http://www.wsjprimerate.us/.

Principal and interest due hereunder shall be payable on demand.

The unpaid principal balance of this note at any time shall be the total amount

loaned hereunder by the Secured Party less the amount of prepayments of

principal made hereon by or for the account of Debtor. Debtor shall have the

right to prepay this note, in whole or in part, at any time without penalty.

The entire unpaid principal balance of this note shall immediately

become due and payable, at the option of Secured Party with thirty days written

notice to Debtor.

In the event Debtor fails to pay the unpaid principal balance of

this note and interest due hereunder within thirty days after receipt of

written notice by Secured Party ("Event of Default"), Secured Party

may proceed to protect and enforce its rights by suit in equity and/or by

action at law or by other appropriate proceedings. No delay on the part of

Secured Party in the exercise of any power or right under this note, or under

any other instrument executed pursuant thereto shall operate as a waiver

thereof, nor shall a single or partial exercise of any other power or right

preclude further exercise thereof. Notwithstanding anything to the contrary

contained herein, if an Event of Default shall occur, all payments thereafter

made hereunder shall be applied, at the option of Secured Party, first to costs

of collection, and then to principal.

It is hereby specially agreed that if this note is placed into the

hands of an attorney for collection, or if proved, established, or collected in

any court, Debtor agrees to pay to Secured Party an amount equal to all

expenses incurred in enforcing or collecting this note, including court costs

and reasonable attorneys' fees.

Except for the notice expressly provided herein, Debtor hereby

waives presentment for payment, notice of nonpayment, demand, notice of demand,

protest, notice of protest, diligence in collection, grace, and without further

notice hereby consents to renewals, extensions, or partial payments either

before or after maturity.

All agreements between Debtor and Secured Party, whether now

existing or hereafter arising and whether written or oral, are expressly

limited so that in no contingency or event whatsoever shall the amount paid or

agreed to be paid, to Secured Party hereof for the use, forbearance, or

detention of the money advanced to Debtor, or for the performance or payment on

any covenant or obligation contained herein, exceed the maximum amount permissible

under applicable federal or state law.

This note shall be governed by and construed in accordance with

the laws of the State of Nevada and the United States of America. In the event

any one or more of the provisions contained herein shall be invalid, illegal,

or unenforceable in any respect, the validity, legality, and enforceability of

the remaining provisions contained herein shall not in any way be affected

thereby.

Grant of Security Interest:

As a condition for Secured Party to agree to lend Debtor the funds

contemplated herein, Debtor grant to Secured Party, a security interest in its

property, tangible and intangible, including but not limited to: all accounts,

now existing or subsequently arising; all contract rights of Debtor, now existing

or subsequently arising; all accounts receivable, now existing or subsequently

arising; all chattel paper, documents, and instruments related to accounts; all

intellectual property, inventory, furniture, fixtures, equipment, and supplies

now owned or subsequently acquired; and the proceeds, products, and accessions

of and to any and all of the foregoing (the "Collateral").

This security interest is granted to secure the debt evidenced by

this note and agreement and all costs and expenses incurred by the Secured

Party in the collection of the debt.

Secured Party, in its discretion, may file one or more financing

statements under the Uniform Commercial Code, naming Debtor as a debtor and

Secured Party as secured party and indicating the Collateral specified in this

Promissory Note and Security Agreement.

IN WITNESS WHEREOF, the parties hereto have

executed this Agreement in duplicate originals by their duly authorized

officers or representatives.

Signature of Secured Party: Snidely

Whiplash Signature of Debtor: Millburn Pennybags

Date: December 1, 2020 Date: December 1, 2020

Whiplash then files a financing statement with the Freedonia

County Clerk (see Form UCC-1 ).

1a. Has Whiplash perfected his security interest in the collateral?

1b. Would it make any difference if Whiplash could prove that no one ever searched the County records for any possible security interests on any of Millburn's property during any of the time in question?