Intellectual Property Security Agreement between St. Bernard Software, Inc.



 Exhibit 10.2 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This INTELLECTUAL PROPERTY SECURITY AGREEMENT is
entered into as of January 25, 2008 by and among Agility Capital, LLC (“Lender”) and St. Bernard Software, Inc., a Delaware corporation ( “Grantor”). 
 RECITALS 
 Lender has agreed to make certain advances of money
and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and among Lender and Grantor (as amended from time to time, the “Loan
Agreement”) dated of even date herewith. Lender is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Lender a security interest in all of Grantor’s right title, and interest
in, to and under all of the Collateral whether presently existing or hereafter acquired. Capitalized terms used herein have the meaning assigned in the Loan Agreement. 
 NOW, THEREFORE, Grantor agrees as follows: 
 AGREEMENT 
 To secure performance of Grantor’s obligations under the Loan Agreement, Grantor grants to
Lender a security interest in all of Grantor’s right, title and interest in Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), including without
limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits). This security interest is granted in conjunction with the security interest granted to Lender under the
Loan Agreement. Each right, power and remedy of Lender provided for herein shall not preclude the simultaneous or later exercise by Lender of any or all other rights, powers or remedies. 
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 IN WITNESS WHEREOF, the parties have
caused this Intellectual Property Security Agreement to be duly executed as of the first date written above. 
  

									
	Address of Grantor:	 		 	 ST. BERNARD SOFTWARE, INC.
 (a Delaware corporation)

		 		 	
	15015 Avenue of Science	 		 	By:	 	/s/ Vince Rossi
	San Diego, CA 92128	 		 		 	
	Attn: Vince Rossi	 		 	Title:	 	President and CEO
			
	Address of Lender:	 		 	AGILITY CAPITAL, LLC
		 		 	
	226 E. Canon Perdido Street, Suite F	 		 	By:	 	/s/ Daniel Corry
	Santa Barbara, CA 93101	 		 		 	
	Attn: Daniel Corry	 		 	Title:	 	Chief Credit Officer








 EXHIBIT A 
 Copyrights 
  

					
	 Title
	 	 Registration Number
	 	 Registration Date

	 None
	 		 	








 EXHIBIT B 
 Patents 
 NONE 







 EXHIBIT C 
 Trademarks 
  
  

					
	 Mark
	  	 Registration/Serial
	  	 Status

	EPRISM	  	Reg. 2,961,246	  	Live-Registered on Principal Register on 6/7/2005
			
	SYSTEM ACTIVITY MANAGER	  	Reg. 2,374.034	  	Live-Registered on Supplemental Register on 8/1/2000
			
	IPRISM	  	Reg. 2,488,930	  	 Live-Registered on Principal Register on 9/11/2001
  
 Assignment recorded to St. Bernard

			
	IPRISM	  	Reg. 2,656,874	  	 Live-Registered on Principal Register on 12/3/2002
  
 Assignment recorded to St. Bernard

			
	SPYSUPPRESSOR	  	Ser. 78/625,500	  	 Live-Pending registration on Principal Register
  
 Filing date: 5/9/2005

			
	SPYEXPERT	  	Ser. 78/545,506	  	 Live-Pending registraton on Principal Register
  
 Filing date: 1/11/2005

			
	SPYHOUND	  	Ser. 78/545,466	  	 Live-Pending registraton on Principal Register
 Filing
date: 1/11/2005










					
	ST. BERNARD	  	Ser. 78/613,844	  	 Live-Pending registration on Principal Register
  
 Filing date: 4/21/2005

			
	ST. BERNARD SOFTWARE	  	Reg. 2,152,338	  	 DEAD-Cancelled on 1/22/2005 for failure to file Section 8
  
 Affidavit... which was due on 4/21/2004

			
	LIVEPRISM	  	Ser. 77/084,182	  	Intent to use filed on January 16, 2007
			
	iGUARD	  	N/A	  	No application filed
			
	eGUARD	  	N/A	  	No application filed
			
	BARE-METAL ADVANTAGE	  	N/A	  	No application filed
			
	COUNTERSPY	  	N/A	  	No application filed
			
	SPYSCRAPER	  	N/A	  	No application filed