Unassociated Document


    ADVANCE
SCHEDULE

    No.
01

    


    ONE
UP INNOVATIONS, INC.

    FOAM
LABS, INC.

    


    Funding
Date:    November 4, 2010

    


    This Advance Schedule (the “Schedule”) is issued
pursuant to and is subject to all terms and conditions of the Credit Card
Receivables Advance Agreement, dated on or about November 4, 2010 (as amended
from time to time in accordance with its terms, the “Master Agreement”),
between CC FUNDING a division of CREDIT CASH NJ, LLC (the “Lender”) and ONE UP INNOVATIONS, INC. and FOAM LABS,
INC., (individually and collectively, the “Merchant”).  Capitalized
terms used and not defined in this Schedule have the meanings given to them in
the Master Agreement.

    


    The Merchant has requested that the
Lender make an Advance to the Merchant, and the Lender is willing to make such
Advance, in each case subject to the following terms and
conditions:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    1.

                                  	
                                    The
      Advance Amount is:

                                  	 	$	400,000.00	 
	 
      	 
      	 	 	 	 
	
                                    2.

                                  	
                                    The
      fee is:

                                  	 	$	48,000.00	 
	 
      	 
      	 	 	 	 
	
                                    3.

                                  	
                                    The
      Collection Amount is:

                                  	 	$	448,000.00	 
	 
      	 
      	 	 	 	 
	
                                    4.

                                  	
                                    The
      Fixed Daily payment is:

                                  	 	$	3,446.15	 


                          

                           

                          
                            
                              
                                
                                  
                                    	
                                            5.

                                          	
                                            The
      Collection Date is May 4, 2011 [insert date that is 6 months from the
      funding date]

                                          
	 
      	 
      	 	 	 	 
	
                                            6.

                                          	
                                            The
      Collection Account Bank and Collection Account are as
    follows:

                                          	 	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    
      
        
          	
                  Bank
      name:

                	
                  Signature
      Bank

                
	 
      	
                  111
      Broadway

                
	 
      	
                  New
      York, NY 10006

                
	
                  Routing/ABA
      Number:

                	
                  02XXXXX76

                
	
                  Account
      Name to credit:

                	
                  One
      Up Innovations

                
	
                  Account
      Number to credit:

                	
                  15XXXXXX47

                


        

      

    

    


    
      	
               
      

            	
              7.

            	
              The
      Merchant agrees to repay the Collection Amount (plus all Reimbursable
      Expenses) by remitting (or causing to be remitted) to the Lender, on or
      before the Collection Date, the Collection Amount, by authorizing Lender
      to retain the Fixed Daily Payment from the Collection Account as provided
      in the Master Agreement.  If the Collection Amount is remitted
      to the Lender before the Collection Date, the Merchant shall not be
      entitled to any refund or other compensation.  If the Collection
      Amount is not remitted to the Lender by the Collection Date, Merchant may
      be subject to extension fees as set forth in the Master
      Agreement.

            


    

     

    
      
        
        

      

      
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              8.

            	
              The
      Merchant grants to the Lender a security interest in the Collateral to
      secure the Merchant’s obligation to pay the Collection Amount and to
      secure all other existing and future obligations of the Merchant to the
      Lender.

            


    

    


    
      	
               
      

            	
              9.

            	
              The
      Merchant understands and agrees that all Advances by Lender to Merchant
      under the Master Agreement, this Advance Schedule, and under any other
      Related Agreements constitute one loan, and all indebtedness and
      obligations of Merchant to Lender under the Master Agreement, this Advance
      Schedule and the Related Agreements, present and future, constitute one
      general obligation secured by the
Collateral.

            


    

    


    
      	
               
      

            	
              10.

            	
              The
      Merchant reaffirms all terms, conditions and agreements set forth in the
      Master Agreement and any Related Agreements and further represents and
      warrants to the Lender that all representations and warranties made by the
      Merchant in the Master Agreement and any Related Agreements entered into
      on or before the date hereof are true and correct on the date hereof as if
      made on the date hereof.

            


    

    


    This
Schedule may be executed in counterparts.  Each counterpart shall be
deemed an original but all of which together shall constitute one and the same
instrument.  An executed facsimile of this Schedule shall be deemed to
be a valid and binding agreement between the parties hereto.

    


    Agreed
to:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        CC
      FUNDING, a division of

                                                      	 	
                                                        ONE
      UP INNOVATIONS, INC.

                                                      
	
                                                        CREDIT
      CASH NJ, LLC

                                                      	 	
                                                        for
      itself and as Disbursing Agent

                                                      
	 	 	 	 	 
	
                                                        By:

                                                      	
                                                        /s/
      Dean Landis

                                                      	 	
                                                        By:

                                                      	
                                                        /s/
      Louis Friedman

                                                      
	
                                                        Name: 

                                                      	
                                                        Dean
      Landis

                                                      	 	
                                                        Name: 

                                                      	
                                                        Louis
      Friedman

                                                      
	
                                                        Title:

                                                      	
                                                        President

                                                      	 	
                                                        Title:

                                                      	
                                                        President
      &
CEO

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                STATE
      OF GEORGIA

              	
                )

              	 
      
	 
      	
                )ss.:

              	 
      
	
                COUNTY
      OF

              	
                )

              	 
      


      

    

     

    On this
3nd day of November, 2010 before me personally appeared Louis S. Friedman, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she is the President of ONE UP INNOVATIONS, INC. and FOAM LABS, INC.,
the corporations herein described and that he/she executed the same in his/her
capacity as an officer of said corporations, and that he/she signed the
instrument by order of the board of directors of said respective
corporations.

    


    
      
        
          
            
              
                	 
      	
                        /s/ Pamela M. Fulwood

                      
	 
      	
                        Notary
      Public

                      


              

            

          

        

      

    

    


    
      
        
        

      

      
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