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 .

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

2. 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 Millburns property during any of the time in question?

UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER (optional Heights Abstract B. SEND ACKNOWLEDGMENT TO: (Name and Address) Snidely Whiplash 1313 Mockingbird Lane Hightstown, Freedonia 37136 Print Reset L THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME.instanlyng debtor nameter 1b)-do not breviter combine names 11 ORGANIZATIONS NAME SUFFIX OTY COUNTRY OR 110 INDIVIDUAL'SLAST NAME FIRST NAME MICOLE NAME Bags Millburn Penny 1. MALING ADDRESS STATE POSTAL CODE 0001 Cemetery Lane Hightown FA 37134 10 SEE INSTALIKE ADOL INFO RE 1. TYPE OF ORGANIZATION 11 JURISDICTION OF ORGANLATION 19. ORGANZATIONAL Dny ORGANIZATION Not Applicable DEBTOR 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME.insert only a debtor name (222) - do not abbreviate or combine names 2. ORGANIZATIONS NAME NONE OR 20. INDIVIDUALS LAST NAME FIRST NAME MOOLE NAME Foto SUFFUX 2. MAILING ADDRESS TY STATE POSTAL CODE COUNTRY 129. ORGANIZATIONAL IDBilany 20 SEE INSTRUCTIONS ADD'L INFORE 2. TYPE OF ORGANZATION 121. JURISDICTION OF ORGANIZATION ORGANIZATION Not Applicable DEBTOR 3. SECURED PARTY'S NAME NAME TOTALASSIONEER ASSIGNOR SIP)-insertonly secured party named 3. ORGANIZATIONS NAME NONE MIDOLE NAME COUNTRY OR SD INDIVIDUALS LAST NAME FIRST NAME SUFFIX Whiplash Snidely 32. MAILINGALORES CITY STATE POSTAL CODE 1313 Mockingbird Lane Hightstown FA 37136 4. This FINANCING STATEMENT covers the following colueral: 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. UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER (optional Heights Abstract B. SEND ACKNOWLEDGMENT TO: (Name and Address) Snidely Whiplash 1313 Mockingbird Lane Hightstown, Freedonia 37136 Print Reset L THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME.instanlyng debtor nameter 1b)-do not breviter combine names 11 ORGANIZATIONS NAME SUFFIX OTY COUNTRY OR 110 INDIVIDUAL'SLAST NAME FIRST NAME MICOLE NAME Bags Millburn Penny 1. MALING ADDRESS STATE POSTAL CODE 0001 Cemetery Lane Hightown FA 37134 10 SEE INSTALIKE ADOL INFO RE 1. TYPE OF ORGANIZATION 11 JURISDICTION OF ORGANLATION 19. ORGANZATIONAL Dny ORGANIZATION Not Applicable DEBTOR 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME.insert only a debtor name (222) - do not abbreviate or combine names 2. ORGANIZATIONS NAME NONE OR 20. INDIVIDUALS LAST NAME FIRST NAME MOOLE NAME Foto SUFFUX 2. MAILING ADDRESS TY STATE POSTAL CODE COUNTRY 129. ORGANIZATIONAL IDBilany 20 SEE INSTRUCTIONS ADD'L INFORE 2. TYPE OF ORGANZATION 121. JURISDICTION OF ORGANIZATION ORGANIZATION Not Applicable DEBTOR 3. SECURED PARTY'S NAME NAME TOTALASSIONEER ASSIGNOR SIP)-insertonly secured party named 3. ORGANIZATIONS NAME NONE MIDOLE NAME COUNTRY OR SD INDIVIDUALS LAST NAME FIRST NAME SUFFIX Whiplash Snidely 32. MAILINGALORES CITY STATE POSTAL CODE 1313 Mockingbird Lane Hightstown FA 37136 4. This FINANCING STATEMENT covers the following colueral: 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