2000102
<br />EXHIBIT A TO UCC FINANCING STATEMENT
<br />- Debtor: NATIONAL BY- PRODUCTS, INC.
<br />Secured Party: HARRIS TRUST AND SAVINGS BANK, AS AGENT
<br />This financing statement is from National By- Products, Inc. ( "Debtor ") to Harris Trust and
<br />Savings Bank, as Agent ( "Secured Party") under that certain Credit Agreement dated as of
<br />December 14, 1994, as the same may be amended, modified and/or restated from time to
<br />time, and covers the following:
<br />Part A. Personal Property Generally. This financing statement covers any and
<br />all right, title and interest of the Debtor, whether now owned or existing or hereafter
<br />created, acquired or arising, in and to the following:
<br />(i) Receivables. Receivables, whether now owned or existing or hereafter
<br />created, acquired or arising, and however evidenced or acquired, or in which the
<br />Debtor now has or hereafter acquires any rights (the term "Receivables" means and
<br />includes all accounts, accounts receivable, contract rights [including, without
<br />limitation, rights under contracts for the purchase of supplies], instruments, notes,
<br />drafts, acceptances, documents, chattel paper, any right of the Debtor to payment for
<br />goods sold or leased or for services rendered, whether arising out of the sale of
<br />Inventory [as hereinafter defined] or otherwise and whether or not earned by
<br />performance, and all other forms of obligations owing to the Debtor, and all of the
<br />Debtor's rights to any merchandise or other goods [including, without limitation, any
<br />returned or repossessed goods and the right of stoppage in transit] which is
<br />represented by, arises from or is related to any of the foregoing);
<br />(ii) General Intangibles. All general intangibles, whether now owned or
<br />existing or hereafter created, acquired or arising, or in which the Debtor now has or
<br />hereafter acquires any rights, including, without limitation, all causes of action,
<br />patents, patent applications, patent licenses, trademarks, trademark registrations, trade
<br />styles, trade names, trademark licenses and other licenses and similar intangibles, all
<br />customer, client and supplier lists (in whatever form maintained), all of the Debtor's
<br />rights to use, license, sublicense, sell, resell or otherwise dispose of all such customer,
<br />client and supplier lists together with the Debtor's rights to do some or all of the
<br />foregoing on an exclusive or a nonexclusive basis, all income tax refunds and all
<br />privileges, franchises, immunities, licenses, permits and similar intangibles, and all
<br />other personal property (including things in action) not otherwise covered by this
<br />Financing Statement;
<br />327784.01.03
<br />1007046/SGH
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