SECURITY
      AGREEMENT

     

    This
      Security Agreement is dated as of September
      22,
      2006
      (the “Agreement”)
      by and
      among Long-e International Group Co., Ltd., a British Virgin Islands corporation
      (the “Borrower”
or
      the
“Company”),
      with
      its primary place of business at Akara Bldg. 24 De Castro Street Wickhams Cay
      1,
      Road Town Tortola, British Virgin Islands, and the parties listed on
      Schedule A hereto (collectively, the “Secured
      Parties”),
      which
      parties are also parties to that certain Note and Warrant Purchase Agreement
      (the “Purchase
      Agreement”)
      of
      even date herewith by and among the Company and the Secured
      Parties.

     

    The
      Borrower and the Secured Parties hereby agree as follows:

     

    1. Certain
      Definitions.
      

     

    (a) “Agent”
has
      the
      meaning set forth in Section 10. 

     

    (b) “Collateral”
shall
      mean the property described on Exhibit
      A
      hereto.

     

    (c) “Financing
      Statements”
means
      UCC-1 financing statements, security agreements, chattel mortgages, assignments,
      copyright security agreements or collateral assignments, patent or trademark
      security agreements or collateral assignments, fixture filings and other
      agreements or instruments executed, delivered, filed or recorded for the purpose
      of granting or perfecting any Lien.

     

    (d) “Lien”
means
      any lien (statutory or other), mortgage, pledge, hypothecation, assignment,
      deposit arrangement, security interest, charge, claim or other encumbrance
      of
      any kind (including any conditional sale or other title retention agreement,
      or
      any lease in the nature thereof).

     

    (e) “Permitted
      Liens”
means:
      (i) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s
      and mechanics’ liens, or Liens arising out of judgments or awards against
      Borrower with respect to which Borrower at the time shall currently be
      prosecuting an appeal or proceedings for review; (ii) Liens for taxes not
      yet subject to penalties for nonpayment and Liens for taxes the payment of
      which
      is being contested in good faith and by appropriate proceedings and for which,
      to the extent required by generally accepted accounting principles then in
      effect, proper and adequate book reserves relating thereto are established
      by
      Borrower; (iii) Liens (A) upon or in any equipment acquired or held by the
      Borrower to secure the purchase price of such equipment or indebtedness incurred
      solely for the purpose of financing the acquisition of such equipment, or
      (B) existing on such equipment at the time of its acquisition, provided
      that the
      Lien is confined solely to the property so acquired and improvements thereon,
      and the proceeds of such equipment and other equipment financed by the holder
      of
      such Lien; (iv) Liens consisting of leases or subleases and licenses and
      sublicenses granted to others in the ordinary course of Borrower’s
      business not interfering in any material respect with the business of Borrower
      and any interest or title of a lessor or licensor under any lease or license,
      as
      applicable; (v) Liens incurred or deposits made in the ordinary course of
      Borrower business in connection with worker’s compensation, unemployment
      insurance, social security and other like laws; (vi) Liens in favor of customs
      and revenue authorities arising as a matter of law to secure payment of customs
      duties in connection with the importation of goods; (vii) Liens of
      landlords and of holders of deposit accounts (including rights of setoff),
      in
      each case incurred in the ordinary course of business; (viii) Liens in the
      nature of easements, rights-of-way, restrictions, encroachments and other
      irregularities or defects in title, in each case which do not interfere in
      any
      material respect with the ordinary conduct of the business of the Borrower
      or
      materially detract from the value of the Collateral; (ix) Liens in favor of
      commercial lending institutions to which the Secured Parties have each expressly
      consented in writing; and (x) Liens in favor of the Secured
      Parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) “UCC”
means
      the Uniform Commercial Code of the State of California, as amended from time
      to
      time.

     

    2. Security
      Agreement.
      

     

    (a) Grant.
      Borrower, for valuable consideration, the receipt of which is acknowledged,
      hereby grants to the Secured Parties a security interest in and Lien on all
      of
      the Collateral now owned or at any time hereafter acquired by the Borrower
      or in
      which the Borrower now has or at any time in the future may acquire any right,
      title or interest.

     

    (b) Continuing
      Security Interest.
      The
      Borrower agrees that this Agreement shall create a continuing security interest
      in the Collateral which shall remain in effect until the payment and performance
      in full of all of the Obligations.

     

    3. Obligations
      Secured.
      The
      security interest granted hereby secures payment of all outstanding principal
      and accrued interest under the Secured Convertible Promissory Notes (the
“Notes”)
      of the
      Borrower issued to the Secured Parties pursuant to the Purchase Agreement and
      all other obligations of the Borrower to the Secured Parties under the Notes,
      the Purchase Agreement and this Agreement (collectively, the “Obligations”).

     

    4. Borrower’s
      Representations, Warranties and Covenants.
      Borrower hereby represents, warrants and covenants to the Secured Parties
      that:

     

    (a) Borrower’s
      principal place of business is the address set forth above and Borrower keeps
      its records concerning accounts, contract rights and other property at that
      location. Borrower will promptly notify the Secured Parties in writing of the
      establishment of any new place of business where any of the Collateral is kept.
      Borrower is a corporation organized under the laws of the State of Delaware.
      Borrower will notify the Secured Parties prior to changing either its form
      or
      jurisdiction of organization.

     

    (b) Borrower
      will at all times keep in a manner reasonably satisfactory to the Secured
      Parties accurate and complete records of the Collateral and will keep such
      Collateral insured to the extent similarly situated companies insure their
      assets. The Secured Parties shall be entitled, at reasonable times and intervals
      after reasonable notice to Borrower, to enter Borrower’s premises for purposes
      of inspecting the Collateral and Borrower’s books and records relating
      thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) Borrower
      will not, without the consent of the Majority Note Holders, create or permit
      to
      be created or suffer to exist any Lien, except Permitted Liens, of any kind
      on
      any of the Collateral.

     

    (d) Borrower
      shall not use the Collateral in any manner that is or would result in any
      material violation of any applicable statute, ordinance, law or regulation
      or in
      material violation of any insurance policy maintained by Borrower with respect
      to the Collateral.

     

    (e) Other
      Financing Statements.
      Other
      than Financing Statements in connection with any Permitted Lien and Financing
      Statements in favor of the Secured Parties, no effective Financing Statement
      naming the Borrower as debtor, assignor, grantor, mortgagor, pledgor or the
      like
      and covering all or any part of the Collateral is on file in any filing or
      recording office in any jurisdiction. All Financing Statements affecting any
      of
      the Collateral or naming Borrower as debtor existing on the date hereof are
      listed on Schedule 1 hereto.

     

    (f) Notices,
      Reports and Information.
      The
      Borrower will (i) notify the Secured Parties of any material claim made or
      asserted against the Collateral by any person or entity and of any change in
      the
      composition of the Collateral or other event which could reasonably be expected
      to materially adversely affect the value of the Collateral or either Secured
      Party’s Lien thereon; (ii) furnish to the Secured Parties such statements and
      schedules further identifying and describing the Collateral and such other
      reports and other information in connection with the Collateral as either
      Secured Party may reasonably request, all in reasonable detail; and (iii) upon
      request of any Secured Party make such demands and requests for information
      and
      reports as the Borrower is entitled to make in respect of the
      Collateral.

     

    (g) Disposition
      of Collateral.
      The
      Borrower will not surrender or lose possession of (other than to the Secured
      Parties), sell, lease, rent, or otherwise dispose of or transfer any of the
      Collateral, outside of the ordinary course of business, or any right or interest
      therein, except to the extent permitted by this Agreement.

     

    (h) Separate
      Obligations and Liens.
      The
      Borrower acknowledges and agrees that (i) the Obligations represent separate
      and
      distinct indebtedness, obligations and liabilities of the Borrower to each
      of
      the Secured Parties, which the Borrower is separately obligated to each Secured
      Party to pay and perform, in each case regardless of whether or not any
      indebtedness, obligation or liability to any other Secured Party or any other
      person or entity, or any agreement, instrument or guaranty that evidences any
      such other indebtedness, liability or obligation, or any provision thereof,
      shall for any reason be or become void, voidable, unenforceable or discharged,
      whether by payment, performance, avoidance or otherwise; and (ii) the Lien
      that
      secures each of the Secured Parties’ respective Obligations (A) is separate and
      distinct from any and all other Liens on the Collateral, (B) is enforceable
      without regard to whether or not any other Lien shall be or become void,
      voidable or unenforceable or the indebtedness, obligations or liabilities
      secured by any such other Lien shall be discharged, whether by payment,
      performance, avoidance or otherwise, and (C) shall not merge with or be impaired
      by any other Lien.

     

    (i) Payment
      of Obligations.
      Borrower will pay promptly when due all taxes, assessments and governmental
      charges or levies imposed upon the Collateral or with respect to any of its
      income or profits derived from the Collateral, as well as all claims of any
      kind
      (including, without limitation, claims for labor, materials and supplies)
      against or with respect to the Collateral, except that no such charge need
      be
      paid if (i) the validity of such charge is being contested in good faith by
      appropriate proceedings, (ii) such proceedings do not involve any material
      danger of the sale, forfeiture or loss of any of the Collateral or any interest
      in the Collateral and (iii) such charge is adequately reserved against on
      Borrower’s books in accordance with generally accepted accounting
      principles.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (j) Limitation
      on Liens on Collateral.
      Borrower will not create, incur or permit to exist, will defend the Collateral
      against, and will take such other action as is necessary to remove, any Lien
      (other than Permitted Liens) or other claim on or to the Collateral, and will
      defend the right, title and interest of the Secured Parties in and to any of
      the
      Collateral against the claims and demands of all other persons and
      entities.

     

    (k) Trade
      Secrets.
      Borrower has taken and will continue to take all reasonable steps to protect
      the
      secrecy of and preserve its rights and interests in and to all of its trade
      secrets and other proprietary rights and interests.

     

    (l) No
      Infringement.
      To the
      best of Borrower’s knowledge, no material infringement or unauthorized use
      presently is being made of any of the Collateral, including without limitation
      any of the intellectual property Collateral, by any person or entity, and
      Borrower’s use of the Collateral does not and will not infringe upon the rights
      or interests of any other person or entity.

     

    (m) Further
      Identification of Collateral.
      Borrower will furnish to the Secured Parties from time to time statements and
      schedules further identifying and describing the Collateral and such other
      reports in connection with the Collateral as any Secured Party may reasonably
      request, all in reasonable detail.

     

    5. Financing
      Statements.
      Borrower shall at Borrower’s cost and within five (5) days of the date of this
      Agreement cause to be filed and recorded Financing Statements in the state
      of
      [California] [add others], and Borrower at its cost shall upon request cause
      to
      be filed and recorded any other Financing Statements, including any statements
      of continuation or assignment of any Financing Statements in respect of any
      Lien
      created pursuant to this Agreement, which may at any time be required or which,
      in the opinion of the Secured Parties, may at any time be desirable. The
      Borrower will promptly provide to the Secured Parties and Agent copies of
      Financing Statements filed and recorded in connection with this Agreement.
      To
      the fullest extent permitted by applicable law, the Borrower authorizes the
      Agent, each Secured Party, and any other agent acting on behalf of any Secured
      Party, to file any Financing Statements describing the Collateral without the
      signature of the Borrower.

     

    6. Borrower’s
      Rights Until Event of Default.
      So long
      as an Event of Default does not exist, Borrower shall have the right to use,
      possess, license and sublicense the Collateral, (in each instance subject to
      the
      Lien in favor of the Secured Parties), manage its property, sell its inventory
      and sell or dispose of any equipment that has become worn out or obsolete in
      Borrower's business, in each instance in the ordinary course of
      business.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7. Event
      of Default.
      The
      following events shall be considered an “Event of Default” under this
      Agreement:

     

    (a) failure
      to observe or perform any of its agreements, warranties, representations or
      covenants in this Agreement, which failure is not cured within thirty (30)
      days
      after the earlier of (i) receipt of written notice thereof by a Secured Party
      to
      the Borrower or (ii) the date on which the Borrower had knowledge of such
      failure; or

     

    (b) the
      occurrence of any Event of Default, as defined in the Purchase
      Agreement.

     

    8. Rights
      and Remedies on Event of Default.
      

     

    (a) During
      the continuance of an Event of Default, Secured Parties, upon the election
      of
      the holders of a majority of the aggregate principal amount of the Notes (the
      “Majority
      Note Holders”),
      shall
      have the right, themselves or through any of their agents, with or without
      notice to Borrower (as provided below), as to any or all of the Collateral,
      by
      any available judicial procedure, or without judicial process (provided,
      however, that it is in compliance with the UCC), to exercise any and all rights
      afforded to a secured party under the UCC or other applicable law. Without
      limiting the generality of the foregoing, Secured Parties, upon the election
      of
      the Majority Note Holders, shall have the right to sell or otherwise dispose
      of
      all or any part of the Collateral, either at public or private sale, in lots
      or
      in bulk, with or without warranties or representations, and upon such terms
      and
      conditions, all as the Majority Note Holders, in their sole discretion, may
      deem
      advisable, and the Secured Parties shall have the right to purchase at any
      such
      sale to the extent permitted by applicable law. Borrower agrees that a notice
      sent during the continuance of an Event of Default and at least ten (10) days
      before the time of any intended public sale or of the time after which any
      private sale or other disposition of the Collateral is to be made shall be
      reasonable notice of such sale or other disposition. The proceeds of any such
      sale, or other Collateral disposition shall be applied, first to the expenses
      of
      retaking, holding, storing, processing and preparing for sale, selling, and
      the
      like, and to Secured Parties’ reasonable attorneys’ fees and legal expenses in
      connection therewith, and then to the Obligations and to the payment of any
      other amounts required by applicable law, after which Secured Parties shall
      account to Borrower for any surplus proceeds. If, upon the sale or other
      disposition of the Collateral made in compliance with the requirements of the
      UCC and other applicable law, the proceeds thereof are insufficient to pay
      all
      amounts to which Secured Parties are legally entitled, Borrower shall be liable
      for the deficiency.

     

    (b) Borrower
      appoints each Secured Party, and any officer, employee or agent of such Secured
      Party, with full power of substitution, as Borrower’s true and lawful
      attorney-in-fact, effective as of the date hereof, with power, upon the Majority
      Note Holders’ election, in its own name or in the name of Borrower, during the
      continuance of an Event of Default, (i) to endorse any notes, checks, drafts,
      money orders, or other instruments of payment in respect of the Collateral
      that
      may come into Secured Parties’ possession; (ii) to sign and endorse any drafts
      against Borrower, assignments, verifications and notices in connection with
      accounts, and other documents relating to Collateral; (iii) to pay or discharge
      taxes or Liens at any time levied or placed on or threatened against the
      Collateral; (iv) to demand, collect and issue receipt for, monies due in respect
      of the Collateral; (v) to notify persons and entities obligated with respect
      to
      the Collateral to make payments directly to Secured Parties; and (vi) generally,
      to do, at Secured Parties’ option and at Borrower’s expense, at any time, or
      from time to time, all acts and things which Secured Parties deems necessary
      to
      protect, preserve and realize upon the Collateral and Secured Parties’ security
      interest therein to effect the intent of this Agreement, all as fully and
      effectually as Borrower might or could do. This power of attorney shall be
      irrevocable as long as any of the Secured Obligations are
      outstanding.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c) All
      of
      Secured Parties’ rights and remedies with respect to the Collateral, whether
      established hereby or by any other agreements, instruments or documents or
      by
      law shall be cumulative and may be exercised singly or
      concurrently.

     

    9. Secured
      Parties’ Rights; Borrower Waivers.
      Secured
      Parties’ acceptance of partial or delinquent payment from Borrower under any
      Note or hereunder, or Secured Parties’ failure to exercise any right hereunder,
      shall not constitute a waiver of any obligation of Borrower hereunder, or any
      right of Secured Parties hereunder, and shall not affect in any way the right
      to
      require full performance at any time thereafter. The Borrower waives, to the
      fullest extent permitted by law, any right to require any Secured Party to
      make
      or give any presentments, demands for performance, notices of nonperformance,
      protests, notices of protests or notices of dishonor in connection with any
      of
      the Collateral.

     

    10. Collateral
      Agent.
      At any
      time or times, in order to comply with any legal requirement in any jurisdiction
      or in order to effectuate any provision of this Agreement as determined in
      the
      discretion of the Majority Note Holders, the Majority Note Holders may, without
      the consent of or notice to the Borrower or any other Secured Party, appoint
      any
      Secured Party, or any bank or trust company or any other person or entity to
      act
      as collateral agent (the “Agent”),
      either jointly with any Secured Party or separately, on behalf of the Secured
      Parties with such power and authority as may be necessary for the effectual
      operation of the provisions hereof and specified in the instrument of
      appointment. The Borrower acknowledges that the rights and responsibilities
      of
      the collateral Agent under this Agreement or arising out of this Agreement
      shall, as between the collateral Agent and the Secured Parties, be governed
      by
      the matters as among the Secured Parties and the collateral Agent to which
      the
      Borrower shall not be a third party or other beneficiary. __________________
      is
      hereby
      designated and appointed by the Majority Note Holders as the collateral Agent
      with respect to the Collateral.

     

    11. Miscellaneous.

     

    (a) Amendment
      and Waiver.
      Neither
      this Agreement nor any part hereof may be changed, waived or amended except
      by
      an instrument in writing signed by the Majority Note Holders and by the
      Borrower; and waiver on one occasion shall not operate as a waiver on any other
      occasion.

     

    (b) Notices.
      Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given upon personal delivery
      to the party to be notified or five days (5) days (excluding Sundays and
      holidays) after deposit with the United States Post Office, by registered or
      certified mail, postage prepaid and addressed to such party at the address
      set
      forth below, or at such other address as such party may designate by ten (10)
      days’ advance written notice to the other parties.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of, the successors
      and
      assigns of the parties hereto, including, without limitation, all future holders
      of the Note.

     

    (d) Governing
      Law.
      The
      laws of the State of [California] shall govern the construction of this
      Agreement, without giving effect to the principles of conflicts of laws
      thereof.

     

    (e) Counterparts.
      This
      Agreement, and any of the other agreements, documents and instruments
      contemplated hereby, may be executed in two or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. Delivery of an executed signature page to this Agreement,
      and any of the other agreements, documents and instruments contemplated hereby,
      by facsimile transmission shall be as effective as delivery of a manually signed
      counterpart hereof or thereof.

     

    (f) Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    (g) Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

    (h) Venue.
      Borrower and Secured Parties agree that all actions or proceedings arising
      in
      connection with this Note shall be tried and litigated only in the state and
      federal courts located in the County of Los Angeles, State of
      California.

     

    (i) Waiver
      of Jury Trial.
      TO THE
      EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY
      RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR
      PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY
      CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALING OF THE PARTIES
      HERETO WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO,
      IN
      EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER
      SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO
      SO,
      EACH PARTY HERETO HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR
      PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER
      PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH
      ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THE
      WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     

    (j) Indemnification.
      Borrower agrees to defend, indemnify and hold harmless each Secured Party
      (including the Agent) against any and all liabilities, costs and expenses
      (including, without limitation, legal fees and expenses), other than those
      arising solely from the gross negligence or willful misconduct of any of the
      Secured Parties: (i) with respect to, or resulting from, any delay in paying,
      any and all excise, sales or other taxes which may be payable or determined
      to
      be payable with respect to any of the Collateral, (ii) with respect to, or
      resulting from, any delay in complying with any law, rule, regulation or order
      of any governmental authority applicable to any of the Collateral and (iii)
      in
      connection with or arising as a consequence of holding any interest in any
      of
      the Collateral or any of transactions contemplated by this
      Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (k) Definitions.
      Except
      as set forth in Section 1(a) or as otherwise defined herein, capitalized
      terms shall have the meaning set forth in the Purchase Agreement.

     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been executed by the parties hereto as
      of
      the date first above written.

     

    
      	 	 	 
	 	BORROWER:
	 	 
	 	Long-e International Group
              Co.,
              Ltd.
	 
 	 
 	 
 
	 	By:  	
              /s/
                Bu Shengfu

            
	 	 	
              
Bu
              Shengfu,
Chief Executive Officer
	 	 	 
	
               Address:

            	Akara
              Bldg. 24 De Castro Street Wickhams Cay 1
	 	Road Town Tortola, British
              Virgin
              Islands
	 	 	 



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    
      	 	 	 
	 	SECURED
              PARTIES:
	 	 
	 	
              MidSouth
                Investor Fund, L.P.

            
	 	
              

              
 
	 	 
	 	By:  	
              /s/
                Lyman O. Heidtke

            
	 	 	
              
Lyman
              O. Heidtke
	 	 	
              General
                Partner

            
	 	

              

              
  


    

     

    
      	 	 	 
	 	By:  	 
	 	 	
              
______________
	 	 	 
	 	
              

              
 


    

     

    
      	 	 	 
	 	By:  	 
	 	
              

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    SCHEDULE
      A

    


    SCHEDULE
      OF SECURED PARTIES

     

    

      MidSouth
        Investor Fund, L.P.

    

    
      
        1776
          Peachtree St. NW Suite 412 North 

        atlanta,
          Georgia 30309
   

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    


    DESCRIPTION
      OF COLLATERAL


    


    All
      of
      the following assets and properties of Borrower (herein referred to as
“Borrower” or “Debtor”) whether presently existing or hereafter created,
      written, produced or acquired:

     

    (i) all
      accounts receivable, accounts, chattel paper, contract rights (excluding royalty
      agreements, license agreements and distribution agreements), documents,
      instruments, money, deposit accounts and solely those general intangibles
      including payment intangibles, returns, repossessions, books and records
      relating thereto, and equipment containing said books and records, all financial
      assets, all investment property, including securities and securities
      entitlements;

     

    (ii) all
      goods, including, without limitation, equipment and inventory (including,
      without limitation, all export inventory), but excluding all computer programs
      embedded in goods and any supporting information;

     

    (iv) all
      guarantees and other security therefor; 

     

    (v) all
      letter-of-credit rights and letters of credit;

     

    (vi) all
      other
      personal property assets of Borrower; and

     

    
      
        (vii)
          all
          products and proceeds, including, without limitation, insurance proceeds,
          of any
          of the foregoing.

      

    

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    Schedule
      1

     

    Other
      Financing Statements: None.

     

    
      
        
        

      

      
        E-2