Exhibit 10.2


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
Intellectual Property Security Agreement (this “Agreement”)dated as of March 29,
2006 (as defined in the Loan Agreement) is between SILICON
VALLEY BANK (“Bank”) and INTRUSION INC.,
a Delaware corporation (“Grantor”).


 


RECITALS


 


A.                                   Bank has made advances to Grantor (“Loans”)
as described in that certain Loan and Security Agreement dated as of even date
herewith (as the same may from time to time be further amended, modified,
supplemented or restated, the “Loan Agreement”). Capitalized terms not
otherwise defined herein shall the meaning set forth in the Loan Agreement.


 


B.                                     Borrower has requested that Bank amend the
Loan Agreement, and Bank as agreed, subject to, among other things, Grantor’s
granting to Bank a security interest in Grantor’s Copyrights, Trademarks,
Patents, and Mask Works and other intellectual property (the “Intellectual
Property Collateral”). 


 


C.                                     Grantor has granted Bank a security interest
in all of its right, title and interest, presently existing or later acquired
to all the Collateral.


 


AGREEMENT


 


Grantor
grants Bank a security interest in all of its right, title and interest in its
Intellectual Property Collateral (such as the Copyrights, Patents, Trademarks
and Mask Works listed on Schedules A, B, C and D), and all proceeds (such as
license royalties and proceeds of infringement suits), the right to sue for
past, present and future infringements rights throughout the world and all
reissues, divisions, continuations, renewals, extensions and
continuations-in-part.


 


This
security interest is granted in conjunction with the security interest granted
under the Loan Agreement. Bank’s rights and remedies in the security interest
are in addition to those in the Loan Agreement and the other Loan Documents,
and those available in law or equity. Bank’s rights powers and interests are
cumulative with every right, power or remedy provided here. Bank’s exercise of
its rights, powers or remedies in this Agreement, the Loan Agreement or any other
Loan Document, does not preclude the simultaneous or later exercise of any or
all other right, power or remedy.


 


	
  BANK:

  	
  GRANTOR:

  	
   

  
	
   

  	
   

  	
   

  
	
  SILICON VALLEY BANK

  	
  INTRUSION INC.,

  	
   

  
	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Brian Brown

  	
   

  	
  /s/ Michael L. Paxton

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deal Team Leader

  	
   

  	
  Vice President &
  CFO

  	
   

  
	
  (Title)

  	
   

  	
  (Title)

  	
   

  



 


1

















 


EXHIBIT A


 


Copyrights


 


	
  Description

  	
   

  	
  Registration/Application

  Number

  	
   

  	
  Registration/Application

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT B


 


Patents


 


	
  Description

  	
   

  	
  Patent No./Application

  Number

  	
   

  	
  Issue Date/Filing

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SYSTEM AND
  METHOD FOR DETECTING NETWORK EVENTS

  	
   

  	
  10/199893

  	
   

  	
  July 19,
  2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVENT DETECTION

  	
   

  	
  6,347,374

  	
   

  	
  February 12,
  2002

  	
   

  



 





















 


EXHIBIT C


 


Trademarks


 


	
  Description

  	
   

  	
  Registration/Application

  Number

  	
   

  	
  Registration/Application

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPLIANCE
  COMMANDER (US)

  	
   

  	
  78/772063

  	
   

  	
  December 13,
  2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION
  DETECTION (US)

  	
   

  	
  1,824,782

  	
   

  	
  March 1,
  1994

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (US)

  	
   

  	
  2,703,281

  	
   

  	
  April 1,
  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Australia)

  	
   

  	
  840,513

  	
   

  	
  March 21,
  2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Brazil)

  	
   

  	
  823100510

  	
   

  	
  August 22,
  2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Canada)

  	
   

  	
  628544

  	
   

  	
  December 16,
  2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (China)

  	
   

  	
  1642288

  	
   

  	
  September 28,
  2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (European Community)

  	
   

  	
  1738723

  	
   

  	
  January 23,
  2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Indonesia)

  	
   

  	
  484942

  	
   

  	
  August 1,
  2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Japan)

  	
   

  	
  4455655

  	
   

  	
  February 23,
  2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Korea)

  	
   

  	
  0507685

  	
   

  	
  November 29,
  2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Mexico)

  	
   

  	
  723852

  	
   

  	
  November 27,
  2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (New Zealand)

  	
   

  	
  617399

  	
   

  	
  February 8,
  2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Norway)

  	
   

  	
  205811

  	
   

  	
  November 22,
  2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Singapore)

  	
   

  	
  T00/11221J

  	
   

  	
  March 6,
  2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Taiwan)

  	
   

  	
  960274

  	
   

  	
  September 16,
  2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM
  (Design US)

  	
   

  	
  2,810,945

  	
   

  	
  February 3,
  2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTRUSION.COM IN
  CHINESE CHARACTERS, SERIES (Hong Kong)

  	
   

  	
  6846(A-B/2002)

  	
   

  	
  August 2,
  2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KANE SECURITY
  MONITOR (Japan)

  	
   

  	
  4357913

  	
   

  	
  February 4,
  2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECURENET PRO
  (STYLIZED) (US)

  	
   

  	
  3,043,046

  	
   

  	
  January 17,
  2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECURESHIELD
  (US)

  	
   

  	
  78/169526

  	
   

  	
  September 30,
  2002

  	
   

  



 





















 


EXHIBIT D


 


Mask Works


 


	
  Description

  	
   

  	
  Registration/Application

  Number

  	
   

  	
  Registration/Application

  Date