ADVANCE SCHEDULE


No. 02







ONE UP INNOVATIONS, INC.


FOAM LABS, INC.







Funding Date: May 23, 2011







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 2, 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:

	
$2,074.08


	 	 	 
	5.	The Collection Date is March 23, 2012 [insert date that is 10 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:

	
026013576


	
Account Name to credit:

	
One Up Innovations


	
Account Number to credit:

	
1500949747













	 	
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 plus all Reimbursable Expenses, 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 hereby reaffirms and further grants to the Lender a security interest in the Collection Account and Collateral (including, without limitation, all Credit Card Receivables and/or proceeds thereof at any time deposited therein) to secure the Merchant's obligation to pay the Collection Amount (plus all Reimbursable Expenses) 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. Merchant further understands that they shall be jointly and severally liable for payment of all of the obligations owing to Lender under all Advance Schedules, the Master Agreement and the Related Agreements and under any other agreement between Lender and any Merchant.
















	 	
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:

	
  

	
Title:   President & CEO













	
STATE OF GEORGIA

	
)


	  	
)ss.:


	
COUNTY OF FULTOV

	
)












On this 19 day of May, 2011 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/ Corey Underhill


	  	
Notary Public


	  	  
	  	
Corey Underhill


	  	
Notary Public, Fulton County, Georgia


	  	
My Commission Expires Jan. 12, 2014







 




  





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