Exhibit 10.2


    Exhibit
      10.2

    


    SECURITY
      AGREEMENT

    


    Security
      Agreement (this “Agreement”) dated as of July 20, 2006 made by Findex.com, Inc.,
      a Nevada corporation (the “Grantor”), to W. Sam Chandoha, an individual (the
“Secured Party”).

    


    R
      E C I T
      A L S :

    


    1. The
      Secured Party has made a certain loan to Grantor evidenced by a certain Secured
      Convertible Promissory Note dated as of the date hereof in the form of Exhibit
      A
      hereto in the original principal amount of $150,000 (the “Note”); and


    


    2. The
      Secured Party and the Grantor have agreed, among other things, that this
      Agreement shall be entered into between Grantor and Secured Party in order
      to
      secure the amounts owed by Grantor to Secured Party under the Note.

    


    NOW,
      THEREFORE, Grantor hereby agrees with Secured Party as follows:

    


    SECTION
      1. Grant
      of Security.
      Grantor
      hereby assigns, conveys, transfers, delivers and pledges, and hereby grants,
      to
      Secured Party a continuing first priority perfected security interest in and
      first general lien upon (collectively, the “Pledge”), all of Grantors’ right,
      title and interest in and to any of the following: (collectively, the
“Collateral”):

    


    (a) all
      tangible and intangible assets of Secured Party, including without limitation
      all intellectual property assets (including licenses), inventory and other
      physical assets, accounts receivable, cash and customer accounts, whether now
      owned or hereafter acquired, whether now or hereafter existing (collectively,
      the “Assets”);

    


    (b) (i)
      the
      right to sue or otherwise recover for any misappropriation of the Assets or
      any
      rights or interests therein, (ii) all income, royalties, damages and other
      payments now and hereafter due and/or payable with respect to the Assets
      (including, without limitation, payments under all licenses entered into in
      connection therewith, and damages and payments for past and future infringements
      thereof) and (iii) all rights corresponding to the Assets throughout the world
      and all reissues, divisions, continuations, continuations-in-part, substitutes,
      renewals, and extensions thereof, all improvements thereon and all other rights
      of any kind whatsoever of Grantor accruing thereunder or pertaining thereto;
      

    


    (c) all
      license agreements with any other person or entity in connection with any of
      the
      Assets; and

    


    (d) all
      proceeds of the foregoing.

    


    SECTION
      2. Security
      for Obligations.
      The
      Pledge under this Agreement by Grantor secures the payment of all obligations
      of
      Grantor to Secured Party now or hereafter existing under the Note whether for
      principal, interest, premiums, fees, expenses or otherwise (all such obligations
      being the “Secured Obligations”). Without limiting the generality of the
      foregoing, this Agreement secures the payment of all amounts that constitute
      part of the Secured Obligations and would be owed by Grantor to Secured Party
      but for the fact that they are unenforceable or not allowable due to the
      existence of a bankruptcy, reorganization or similar proceeding involving
      Grantor.

    


    SECTION
      3. Perfection.
      The
      security interest created hereby shall be reflected in, and perfected by, a
      UCC-1 financing statement filing in the County of Douglas, Nebraska (the “UCC-1
      Filing). 

    


    SECTION
      4. Grantor
      Remains Liable.
      Anything herein to the contrary notwithstanding, (i) Grantor shall remain liable
      under the contracts and agreements included in the Collateral to the extent
      set
      further therein to perform all of its duties and obligations thereunder to
      the
      same extent as if this Agreement had not been executed, (ii) the exercise by
      Secured Party of any of the rights or remedies hereunder shall not release
      Grantor from any of its duties or obligations under the contracts and agreements
      included in the Collateral, and (iii) Secured Party has no obligation or
      liability under the contracts and agreements included in the Collateral by
      reason of this Agreement, nor shall Secured Party be obligated to perform any
      of
      the obligations or duties of Grantor thereunder or to take any action to collect
      or enforce any claim for payment Pledged hereunder. 

    


    SECTION
      5. Representations
      and Warranties.
      Grantor
      represents and warrants as to itself and the Collateral as follows, which
      representations and warranties shall be deemed repeated by Grantor on each
      day
      on which any Secured Obligations remain outstanding:

    


    (a) Grantor
      is the sole legal and beneficial owner of the entire right, title and interest
      in and to the Collateral free and clear of any lien, claim, security interest,
      pledge, assignment, option, license or other encumbrance of any kind
      (collectively, “Lien”), except for the Pledge created by this Agreement. No
      effective financing statement or other instrument similar in effect covering
      all
      or any part of the Collateral or listing Grantor or any trade name of Grantor
      as
      debtor is on file in any recording office.

    


    (b) Grantor
      has not made a previous assignment, transfer or agreement constituting a present
      or future assignment, transfer or encumbrance of any of the Collateral. Grantor
      has not granted any license, release, covenant not to sue or non-assertion
      assurance to any person or entity with respect to any part of the
      Collateral.

    


    (c) This
      Agreement creates a valid, binding, enforceable and perfected Pledge and first
      priority security interest in and first general Lien upon the Collateral,
      securing the payment of the Secured Obligations.

    


    (d) No
      authorization, approval or other action by, and no notice to or filing with,
      any
      governmental authority or regulatory body or any other third party is required
      for (i) the Pledge granted by Grantor hereby or the execution, deliver or
      performance of this Agreement by Grantor, (ii) the perfection or maintenance
      of
      the Pledge created hereby (including the first priority nature of such Pledge)
      or (iii) the exercise by Secured Party of its rights provided for in this
      Agreement or the remedies in respect of the Collateral pursuant to this
      Agreement, in each case other than the filing of financing and continuation
      statements under the Uniform Commercial Code, and appropriate filings with
      the
      United States Patent and Trademark Office.

    


    (e) Grantor
      has no knowledge of the existence of any right or any claim that is likely
      to be
      made by any third party relating to any item of Collateral.

    


    (f) No
      claim
      has been made and is continuing or threatened that any item of Collateral is
      invalid or unenforceable or that the use by grantor of any Collateral does
      or
      may violate the rights of any person or entity. There is currently no
      infringement or unauthorized use of any intellectual property included in the
      Collateral.

    


    (g) There
      are
      no conditions precedent to the effectiveness of this Agreement that have not
      been satisfied or waived.

    


    (h) The
      Company’s principal place of business is located at 11204 Davenport Street,
      Suite 100, Omaha, NE 68154 (County of Douglas).

    


    SECTION
      6. Further
      Assurances and Other Covenants.
      

    


    (a) Grantor
      agrees that from time to time, at its own expense, it shall promptly execute
      and
      deliver all further instruments and documents, and take all further action,
      that
      may be necessary or that Secured Party may deem desirable and may reasonably
      request, in order to create, maintain, perfect and protect any Pledge,
      assignment, lien or security interest granted or purported to be granted hereby
      (including, without limitation, the first priority nature thereof) or to enable
      Secured Party to exercise and enforce its rights and remedies hereunder wit
      respect to all or any part of the Collateral. 

    


    (b) Grantor
      hereby agrees to cause a UCC-1 Financing Statement to be filed on behalf of
      Secured Party as soon as practicable upon delivery of this Agreement. Grantor
      hereby authorizes Secured Party to file one or more financing or continuation
      statements relating to all or any part of the Collateral, and amendments
      thereto, as may be appropriate thereafter to reasonably protect its interests
      hereunder, and to do so without the signature of Grantor where permitted by
      applicable law. A photocopy or other reproduction of this Agreement or any
      financing statement covering the Collateral or any part thereof shall be
      sufficient as a financing statement where permitted by applicable
      law.

    


    (c) Grantor
      shall furnish to Secured Party from time to time statements and schedules
      further identifying and describing the Collateral and such other reports in
      connection with the Collateral as Secured Party may reasonably request.


    


    (d) Grantor
      agrees that, so long as the Secured Obligations remain unsatisfied (i) should
      it
      obtain an ownership interest in any asset which is not now a part of the
      Collateral, (x) the provisions of Section 1 hereof shall automatically apply
      thereto and (y) any such asset shall automatically become part of the
      Collateral, and (ii) with respect to any ownership interest in any intellectual
      property (including wiithout limitation any patent, patent application,
      trademark, or service mark registration, trademark or service mark application,
      copyright registration, copyright application or license) that Grantor should
      obtain, it shall give prompt written notice thereof to Secured Party in
      accordance with Section 15 hereof. Grantor hereby agrees that any such assets
      or
      intellectual property shall be deemed to be included in the definition of Assets
      contained in Section 1 of this Agreement..

    


    (e) With
      respect to each trademark or service mark application, copyright registration,
      copyright application and license included in the Collateral from time to time,
      Grantor agrees to take all necessary steps, including, without limitation,
      in
      the United States Patent and Trademark Office, U.S. Copyright Office, or in
      any
      court, to (i) preserve and maintain each such trademark or service mark
      registration, trademark oar service mark application, copyright registration,
      copyright application and license and (ii) pursue diligently each such
      application for any and all copyrights now or hereafter included in the
      Collateral, including, without limitation, the filing of responses to the office
      actions issued by the United States Copyright Office. Grantor agrees to take
      corresponding steps with respect to each new or acquired copyright to which
      it
      is now or later becomes entitled. Any expenses incurred in connection with
      such
      activities shall be borne by Grantor. Grantor shall not, without the written
      consent of Secured Party, discontinue use of or otherwise abandon any copyright
      or abandon any right to file a copyright registration or application for a
      copyright or abandon any pending application for a copyright or take any similar
      actions or omissions with respect to any other item of intellectual
      property.

    


    (f) Grantor
      agrees to notify Secured Party promptly and in writing if it learns (i) that
      any
      item of the Collateral may be determined to have become abandoned or dedicated
      or (ii) of any adverse determination or the institution of any proceeding
      (including, without limitation, the institution of any proceeding in the United
      States Patent and Trademark Office or U.S. Copyright Office or any court)
      regarding any item of the Collateral.

    


    (g) In
      the
      event that Grantor becomes aware that any intellectual property item of the
      Collateral is infringed or misappropriated by a third party, Grantor shall
      promptly notify Secured Party in writing and shall take such actions as Secured
      Party deems reasonable and appropriate under the circumstances to protect such
      Collateral, including, without limitation, suing for infringement or
      misappropriation and for an injunction against such infringement or
      misappropriation. Any expense incurred in connection with such activities shall
      be borne by Grantor.

    


    (h) Grantor
      shall take all reasonable steps which it or Secured Party deems appropriate
      under the circumstances to preserve and protect the Collateral, consistent
      with
      past practices.

    


    (i) Grantor
      shall not change its name or the location of its principal place of business
      and
      chief executive office identified in section 5(h) hereof without at least ten
      (10) days’ prior written notice to Secured Party.

    


    SECTION
      7. Transfer
      and Other Liens.
      Grantor
      agrees not to (i) sell, transfer, assign or otherwise dispose of (by operation
      of law or otherwise), or grant any lease, license or option with respect to
      or
      any interest in, any item of the Collateral and (ii) create, grant or suffer
      to
      exist any Lien upon or with respect to any of the Collateral, except for the
      Liens created by this Security Agreement.

    


    SECTION
      8. Events
      of Default.
      The
      occurrence of any of the following events or conditions shall constitute an
      event of default (each, an “Event of Default”) under this
      Agreement:

    


    (a) The
      occurrence and continuation of an Event of Default as defined in the Note;
      or

    


    (b) Grantor
      fails to make, when due, any transfer, delivery, pledge, assignment or grant
      of
      Collateral required to be made by it hereunder and that failure continues
      unremedied for five (5) days after Secured Party gives written notice of that
      failure to Grantor; or

    


    (c) Any
      representation or warranty relied upon by Secured Party and made or repeated
      or
      deemed made or repeated by Grantor herein shall prove to be false or misleading
      in any material respect as of the date made or repeated or deemed to have been
      made or repeated.

    


    (d) The
      failure or refusal by Grantor to observe or perform, or the breach or violation
      of, any of the terms, obligations, agreements, covenants or warranties of this
      Agreement other than those specified in clauses (a) through (c) above and that
      failure or refusal continues unremedied for ten (10) business days after Secured
      Party gives written notice of such failure or refusal to Grantor.

    


    SECTION
      9. Secured
      Party Appointed Attorney-in-Fact.
      Grantor
      hereby irrevocably appoints Secured Party Grantor’s attorney-in-fact, with full
      authority in the place and stead of Grantor and in the name of Grantor or
      otherwise, from time to time upon the occurrence and during the continuance
      of
      an Event of Default and with prior written notice to Grantor, to take any action
      and to execute any instrument or document that may be necessary or that Secured
      Party may deem desirable to accomplish the purposes of this Agreement,
      including, without limitation:

    


    (a) to
      ask
      for, demand, collect, sue for, recover, compromise, receive and give acquittance
      and receipts for moneys due and to become due under or in respect of any of
      the
      Collateral;

    


    (b) to
      receive, endorse and collect any drafts, instruments, chattel paper and other
      documents in connection with subsection (a) above and give full discharge for
      the same; and

    


    (c) to
      file
      any claims or take any action or to institute any proceedings that may be
      necessary or that Secured Party may deem desirable for the collection of any
      payments relating to any of the Collateral or otherwise to enforce the rights
      of
      Secured Party with respect to any of the Collateral.

    


    The
      appointment set forth in this Section 9 is coupled with an interest and is
      irrevocable.

    


    SECTION
      10. Secured
      Party May Perform.
      If
      Grantor fails to perform any agreement contained herein, Secured Party, with
      prior written notice to Grantor, may itself perform, or cause performance of,
      such agreement, and the expenses of Secured Party incurred in connection
      therewith shall be payable by Grantor under Section 13 hereof.

    


    SECTION
      11. Secured
      Party’s Duties.
      The
      powers conferred on Secured Party hereunder are solely to protect its interest
      in the Collateral and shall not impose any duty upon it to exercise any such
      powers. 

    


    SECTION
      12. Remedies.
      If any
      Event of Default shall have occurred and be continuing:

    


    (a) Secured
      Party may exercise in respect of the Collateral, in addition to other rights
      and
      remedies provided for herein or otherwise available to it, all the right and
      remedies of a secured party upon default under the Uniform Commercial Code
      in
      effect in the State of Nebraska at such time (the “Nebraska UCC”) whether or not
      the Nebraska UCC applies to the affected Collateral, and also may (i) require
      Grantor to, and Grantor hereby agrees that it shall at its own expense and
      upon
      request of Secured Party forthwith, assemble all or part of the documents and
      things embodying any part of the Collateral as directed by Secured Party and
      make them available to Secured Party at a place to be designated by Secured
      Party that is reasonably convenient to both parties, and (ii) without notice
      except as specified below, sell the Assets or any part thereof in one or more
      parcels at public or private sale, for cash, on credit or for future delivery,
      and upon such other terms as Secured Party may deem commercially reasonable.
      Grantor agrees that, to the extent notice of sale shall be required by law,
      at
      least ten (10) business days’ notice to Grantor of the time and place of any
      public sale or the time after which any private sale is to be made shall
      constitute reasonable notification. Secured Party shall not be obligated to
      make
      any sale of Collateral regardless of notice of sale having been given. Secured
      Party may adjourn any public or private sale from time to time by announcement
      at the time and place fixed therefor, and such sale, without further notice,
      may
      be made at the time and place to which it was so adjourned.

    


    (b) Any
      and
      all cash proceeds received by Secured Party in respect of any sale of,
      collection from, or other realization upon, all or any part of the Collateral
      may, in the discretion of Secured Party, be held by Secured Party as collateral
      for and/or then or at any time thereafter applied in whole or in part by Secured
      Party against, all or any part of the Secured Obligations in such order as
      specified in the Note to the extent such order of application is not
      inconsistent with applicable law.

    


    (c) It
      is
      understood that Grantor shall remain liable to the extent of any deficiency
      between the amount of the proceeds of the Collateral and the aggregate amount
      of
      the Secured Obligations. 

    


    (d) Secured
      Party may exercise any and all rights and remedies of Grantor in respect to
      the
      Collateral, including, without limitation, any and all rights of Grantor to
      demand or otherwise require payment of any amount under, or performance of
      any
      provision of, any of the Collateral.

    


    (e) All
      payments received by Grantor in respect of the Collateral shall be received
      in
      trust for the benefit of Secured Party, shall be segregated from other funds
      of
      Grantor and shall be forthwith paid over to Secured Party in the same form
      as so
      received (with any necessary endorsement or assignment).

    


    SECTION
      13. Indemnity
      and Expenses.
      

    


    (a)
      Grantor agrees to indemnify Secured Party and its shareholders, officers,
      directors, employees, agents and advisors, if any (each an “Indemnified Party”)
      from and against any and all claims, losses, damages, liabilities, costs and
      expenses, including, without limitation, the reasonable fees and expenses of
      counsel (collectively, “Losses”) arising out of or resulting from this Agreement
      (including, without limitation enforcement of this Agreement), except to the
      extent that such Losses are found in a final, non-appealable judgment by a
      court
      of competent jurisdiction to have resulted form such Indemnified Party’s gross
      negligence or willful misconduct. This Section 13 shall survive any termination
      of this Agreement.

    


    (b) Grantor
      agrees to pay to Secured Party, upon written demand, the amount of any and
      all
      reasonable expenses (including, without limitation, the reasonable fees and
      expenses of its counsel) that Secured Party may incur in connection with (i)
      the
      administration of this Agreement, (ii) the custody, preservation, use or
      operation of, or the sale of, collection from or other realization upon, any
      of
      the Collateral, (iii) the exercise or enforcement of any of the rights of
      Secured Party, or (iv) the failure by Grantor to perform or observe any of
      the
      provisions hereof.

    


    SECTION
      14. Amendments;
      Waivers; Etc. 

    


    (a) No
      amendment or waiver of any provision of this Agreement, and no consent to any
      departure by Grantor herefrom, shall in any event be effective unless the same
      shall be in writing and signed by the parties hereto, except as otherwise
      expressly provided herein, and then such waiver or consent shall be effective
      only in the specific instance and for the specific purpose for which
      given.

    


    (b) No
      failure on the part of Secured Party to exercise, and no delay in exercising,
      any right, power or privilege hereunder shall operate as a waiver thereof or
      consent thereto; nor shall any single or partial exercise of any such right,
      power or privilege preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege.

    


    SECTION
      15. Notices,
      Etc.
      All
      notices and other communications provided for hereunder shall be in writing
      and
      shall be given and be effective as set forth in the Note.

    


    SECTION
      16. Continuing
      Security Interest; Assignments.
      This
      Agreement shall create a continuing security interest and Pledge in the
      Collateral and shall (i) remain in full force and effect until the payment
      in
      full of the Secured Obligations, (ii) be binding upon Grantor, its successors
      and permitted assigns and (iii) inure, together with the rights and remedies
      of
      Secured Party hereunder, to the benefit of, and be enforceable by, Secured
      Party
      and its respective successors, and permitted transferees and assigns. Neither
      party hereto may assign, transfer or otherwise dispose of this Agreement or
      any
      of its rights, remedies, duties, agreements or obligations hereunder without
      the
      prior written consent of the other party hereto. Any purported assignment,
      transfer or other disposition in violation of this Section 16 shall be null
      and
      void. 

    


    SECTION
      17. Release
      and Termination.
      Upon
      the payment in full of the Secured Obligations, the Pledge granted hereby shall
      automatically terminate and all rights to the Collateral shall revert to
      Grantor. Upon any such termination and reversion, Secured Party shall, at
      Grantor’s expense, execute and deliver to Grantor such instruments and documents
      as Grantor shall reasonably request in writing to evidence such termination
      and
      reversion. 

    


    Section
      18. Governing
      Laws, Jurisdiction, etc. (a)
      This
      agreement and the rights and obligations of the parties hereunder shall be
      construed in accordance with and be governed by the internal laws of the state
      of New York applicable to contracts made and to be performed entirely in such
      state without reference to choice of law principles. Unless otherwise defined
      herein, terms used in Article 9 of the New York UCC are used herein as therein
      defined. Any legal action or proceeding with respect to this Agreement or the
      Note shall be brought in the courts of the State of New York or of the United
      States for the Southern District of New York, and by execution and delivery
      of
      this Agreement, each party to this Agreement hereby irrevocably accepts for
      itself and in respect of its property, generally and unconditionally, the
      jurisdiction of the aforesaid courts. Each such party hereby further irrevocably
      waives any claim that any such courts lack personal jurisdiction over such
      party, and agrees not to plead or claim, in any legal action or proceeding
      with
      respect to this Agreement or the Note brought in any of the aforesaid courts,
      that any such court lack personal jurisdiction over such party. Each such party
      further irrevocably consents to the service of process out of any of the
      aforementioned courts in any such action or proceeding by the mailing of copies
      thereof by registered or certified mail, postage prepaid, to such party at
      its
      address identified pursuant to section 15 hereof. 

    


    (b) Each
      party to this Agreement hereby irrevocably waives to the fullest extent
      permitted under applicable law any objection which it may now or hereafter
      have
      to the laying of venue of any of the aforesaid actions or proceedings arising
      out of or in connection with this Agreement or the Note brought in the courts
      referred to in clause (a) above and hereby further irrevocably waives and agrees
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in an inconvenient
      forum.

    


    (c) Each
      of
      the parties to this agreement hereby irrevocably waives all right to a trial
      by
      jury in any action, proceeding or counterclaim arising out of or relating to
      this Agreement or the Note or the transactions contemplated hereby or thereby.
      

    


    SECTION
      19. Cumulative
      Rights.
      All of
      Secured Partys’ rights and remedies with respect to the Collateral, whether
      established hereby or by any other agreements or by law, shall be cumulative
      and
      may be exercised singularly or concurrently.

    


    SECTION
      20. Severability.
      If any
      provision of this Agreement is invalid or unenforceable, then, to the extent
      possible, all of the remaining provisions of this Agreement shall remain in
      full
      force and effect and shall be binding on the parties hereto.

    


    SECTION
      21. Entire
      Agreement.
      This
      Agreement, together with the Note, contains the entire agreement between the
      parties relating to the subject matter hereof and supersedes all oral statements
      and prior writings with respect thereto.

    


    SECTION
      22. Counterparts.
      This
      Agreement may be executed in any number of counterparts each of which when
      so
      executed and delivered shall be deemed an original and all of which taken
      together shall constitute one agreement.

    


    IN
      WITNESS WHEREOF, Grantor has caused this Agreement to be duly executed and
      delivered by its officer thereunto duly authorized, and Secured Party has
      acknoledged acceptance hereof, as of the date first above written.

    


     

    
      
        	 	 	 
	 	FINDEX.COM,
                INC.
	 
 	 
 	 
 
	 	
                By:  

              	/s/ Steven
                Malone
	 	 	Name:
                Steven Malone
	 	Title:
                President & Chief Executive
                Officer


      



    


    


    Agreed
      and consented to as of the
      date
      first above written:

    
 

    


    By:
      /s/ W. Sam Chandoha

    
      
        

      

    

    Name:
      W.
      Sam Chandoha


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    CONVERTIBLE
      SECURED PROMISSORY NOTE