ex10_7.htm


    
      

    

    
      Exhibit
        10.7

       

      TRADEMARK
        SECURITY AGREEMENT

      


      This
        Agreement is made on the 8th day of November, 2007, by and among Nature Vision,
        Inc., a Minnesota corporation, and Nature Vision Operating, Inc., a Minnesota
        corporation, each having a mailing address at 1480 Northern Pacific Road,
        Brainerd, MN  56401 (individually and collectively, the “Assignor”)
        and M&I Business Credit, LLC, a Minnesota limited liability company, having
        a mailing address at Suite 450, 651 Nicollet Mall, Minneapolis, Minnesota
        55402(“Lender”).

      


      Background.  Assignor
        has executed and delivered to Lender a Credit and Security Agreement dated
        as of
        the date hereof evidencing loans made or to be made by Lender to Assignor
        (said
        Credit and Security Agreement as amended from time to time is referred to
        herein
        as the “Credit Agreement”).  In order to induce the Lender to advance
        loans to Assignor pursuant to the Credit Agreement, Assignor has agreed to
        grant
        Lender a security interest in certain Trademark rights according to the terms
        of
        this Agreement.

      


      NOW,
        THEREFORE, in consideration of the premises, each Assignor hereby agrees
        with
        lender as follows:

      


      
        	
                1.

              	
                To
                  secure the complete and timely satisfaction of the Obligations
                  (as defined
                  in the Credit Agreement), Assignor hereby grants Lender a security
                  interest in all of its right, title and interest, if any, in and
                  to the
                  Trademark applications and Trademarks listed in Schedule A hereto
                  together
                  with the goodwill of the business associated therewith and including
                  without limitation all proceeds thereof (such as, by way of example,
                  license royalties and proceeds of infringement suits), the right
                  to sue
                  for past, present and future infringements, all rights corresponding
                  thereto throughout the world (collectively called the
                  “Trademarks”).

              


      

      


      
        	
                2.

              	
                Assignor
                  covenants and warrants that:

              


      

      


      
        	
                 

              	
                (a)

              	
                The
                  Trademark applications are subsisting and have not been adjudged
                  invalid;

              


      

      


      
        	
                 

              	
                (b)

              	
                To
                  the best of Assignor’s knowledge, each of the Trademarks is
                  valid;

              


      

      


      
        	
                 

              	
                (c)

              	
                Except
                  as to the rights granted to Lender herein, Assignor, to the best
                  of its
                  knowledge, is the sole owner of the entire and unencumbered right,
                  title
                  and interest in and to each of the Trademarks, free and clear of
                  any
                  liens, charges and encumbrances, including without limitation pledges,
                  assignments, licenses and covenants by Assignor not to sue third
                  persons;
                  and

              


      

      


      
        	
                 

              	
                (d)

              	
                Assignor
                  has the unqualified right to enter into this Agreement and perform
                  its
                  terms.

              


      

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

         

      

      
        	
                3.

              	
                Assignor
                  agrees that, until all of the Obligations shall have been satisfied
                  in
                  full, it will not enter into any agreement (for example, a license
                  agreement) which is inconsistent with Assignor’s Obligations under this
                  Agreement, without Lender=s
                  prior written consent.

              


      

      


      
        	
                4.

              	
                If,
                  before the Obligations shall have been satisfied in full, Assignor
                  shall
                  obtain rights to any new trademark applications or trademark
                  registrations, the provisions of paragraph 1 shall automatically
                  apply
                  thereto and Assignor shall give to Lender prompt written notice
                  thereof.

              


      

      


      
        	
                5.

              	
                Assignor
                  authorizes Lender to modify this Agreement by amending Schedule
                  A to
                  include any future Trademark registrations and Trademark applications
                  which are Trademarks under paragraph 1 or paragraph 4
                  hereof.

              


      

      


      
        	
                6.

              	
                Unless
                  and until there shall have occurred and be continuing an Event
                  of Default
                  (as defined under the Credit Agreement) or until Assignor satisfies
                  its
                  Obligations under this Agreement, Assignor hereby grants to Lender
                  the
                  nontransferable right and license to use the Trademarks. Assignor
                  agrees
                  not to sell or assign its interest in, or grant any sublicense
                  to the
                  Trademarks without the prior written consent of
                  Lender.

              


      

      


      
        	
                7.

              	
                If
                  any Event of Default shall have occurred and be continuing, Assignor
                  shall
                  assign and convey to Lender the entire right, title and interest
                  in and to
                  the Trademarks, and execute and deliver all documents necessary
                  to record
                  title to the Trademarks in Lender or other transferee authorized
                  by
                  Lender. Lender shall have, in addition to all other rights and
                  remedies
                  given it by this Agreement, those allowed by law and the rights
                  and
                  remedies of a secured party under the Uniform Commercial Code as
                  enacted
                  in any jurisdiction in which the Trademarks may be located and,
                  without
                  limiting the generality of the foregoing, the Lender may immediately,
                  without demand of performance and without other notice (except
                  as set
                  forth next below) or demand whatsoever to Assignor, all of which
                  are
                  hereby expressly waived, and without advertisement, sell at public
                  or
                  private sale or otherwise realize upon, in Minneapolis, Minnesota,
                  or
                  elsewhere, the whole or from time to time any part of the Trademarks,
                  or
                  any interest which the Assignor may have therein, and after deducting
                  from
                  the proceeds of sale or other disposition of the Trademarks all
                  reasonable
                  expenses (including all reasonable expenses for brokers’ fees and legal
                  services), shall apply the residue of such proceeds toward the
                  payment of
                  the Obligations.  Any remainder of the proceeds after payment in
                  full of the Obligations shall be paid over to the
                  Assignor.  Notice of any sale or other disposition of the
                  Trademarks shall be given to Assignor at least ten (10) days before
                  the
                  time of any intended public or private sale or other disposition
                  of the
                  Trademarks is to be made, which Assignor hereby agrees shall be
                  reasonable
                  notice of such sale or other disposition.  At any such sale or
                  other disposition, Lender may, to the extent permissible under
                  applicable
                  law, purchase the whole or any part of the Trademarks sold, free
                  from any
                  right or redemption on the part of Assignor, which right is hereby
                  waived
                  and released.  Notwithstanding any provision hereof to the
                  contrary, during the continuance of an Event of Default, Assignor
                  may sell
                  any merchandise or services bearing the Trademarks in the ordinary
                  course
                  of its business and in a manner consistent with its past practices,
                  until
                  it receives written notice from Lender to the
                  contrary.

              


      

      


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

         

      

      
        	
                8.

              	
                At
                  such time as Assignor shall completely satisfy all of the Obligations,
                  this Agreement shall terminate and title to the Trademarks shall
                  remain in
                  Assignor.

              


      

      


      
        	
                9.

              	
                Any
                  and all reasonable fees, costs and expenses, of whatever kind or
                  nature,
                  including the reasonable attorneys’ fees and legal expenses incurred by
                  Lender in connection with preparation of this Agreement and all
                  other
                  documents relating hereto and the consummation of this transaction,
                  the
                  filing or recording of any documents (including all taxes in connection
                  therewith) in public offices, the payment or discharge of any taxes,
                  counsel fees, maintenance fees, encumbrances, or in otherwise protecting,
                  maintaining or preserving the Trademarks, or in defending or prosecuting
                  any actions or proceedings arising out of or related to the Trademarks,
                  shall be borne and paid by Assignor on demand by Lender and until
                  so paid
                  shall be added to the principal amount of the Obligations and shall
                  bear
                  interest at the highest rate prescribed in the Credit
                  Agreement.

              


      

      


      
        	
                10.

              	
                Assignor
                  shall have the duty, through counsel acceptable to Lender, to prosecute
                  diligently any Trademark applications pending as of the date of
                  this
                  Agreement or thereafter until the Obligations shall have been paid
                  in full
                  and to preserve and maintain all rights in Trademark applications
                  and
                  Trademarks, including without limitation the payment of all maintenance
                  fees.  Any expenses incurred in connection with such an
                  application shall be borne by Assignor. Lender agrees that it will
                  use all
                  reasonable efforts, at Assignor’s expense, to cooperate with Assignor if
                  Assignor reasonably requests Lender to execute documents reasonably
                  necessary to carry out Assignor’s duties in connection with this paragraph
                  10.  The Assignor shall not abandon any right to file any
                  pending Trademark application or Trademark without the consent
                  of the
                  Lender, which consent shall not be unreasonably withheld. Notwithstanding
                  the foregoing, if Assignor determines in good faith that it is
                  not in
                  Assignor’s best interests to take action with respect to a Trademark or
                  Trademark application, Assignor shall have no duty or obligation
                  hereunder
                  to prosecute, maintain or take other action with respect to such
                  Trademark
                  or Trademark application and Assignor shall give Lender written
                  notice
                  thereof.

              


      

      


      
        	
                11.

              	
                Assignor
                  shall have the right to bring suit in its own name to protect the
                  Trademarks and any licenses
                  thereunder.

              


      

      


      
        	
                12.

              	
                No
                  course of dealing between Assignor and Lender, nor any failure
                  to
                  exercise, nor any delay in exercising, on the part of Lender or
                  Assignor,
                  any right, power or privilege hereunder or under the Credit Agreement
                  shall operate as a waiver thereof; nor shall any single or partial
                  exercise of any right, power or privilege hereunder or thereunder
                  preclude
                  any other or further exercise thereof or the exercise of any other
                  right,
                  power or privilege.

              


      

      


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

         

      

      
        	
                13.

              	
                All
                  of Lender’s rights and remedies with respect to the Trademarks, whether
                  established hereby or by the Credit Agreement, or by any other
                  agreements
                  or by law shall be cumulative and may be exercised singularly or
                  concurrently.

              


      

      


      
        	
                14.

              	
                The
                  provisions of this Agreement are severable, and if any clause or
                  provision
                  shall be held invalid and unenforceable in whole or in part in
                  any
                  jurisdiction, then such invalidity or unenforceability shall affect
                  only
                  such clause or provision of this Agreement in any
                  jurisdiction.

              


      

      


      
        	
                15.

              	
                This
                  Agreement is subject to modification only by a writing signed by
                  the
                  parties, except as provided in paragraph
                  5.

              


      

      


      
        	
                16.

              	
                The
                  benefits and burdens of this Agreement shall inure to the benefit
                  of and
                  be binding upon the respective successors and permitted assigns
                  of the
                  parties.

              


      

      


      
        	
                17.

              	
                The
                  validity and interpretation of this Agreement and the rights and
                  obligations of the parties shall be governed by the laws of the
                  State of
                  Minnesota.

              


      

      


      IN
        WITNESS WHEREOF, this Agreement has been duly executed and delivered on the
        day
        and year first above written.

      


      
        	
                NATURE
                  VISION, INC.

              	 	
                NATURE
                  VISION OPERATING, INC.

              
	 	 	 
	
                By:

              	
                /S/
                  Jeffrey P. Zernov

              	 	
                By: 

              	
                /S/
                  Jeffrey P. Zernov

              
	
                Its:

              	
                President
                  and CEO

              	 	
                Its:

              	
                President
                  and CEO

              
	 	 	 
	 	 	
                M&I
                  BUSINESS CREDIT, LLC

              
	 	 	 
	 	 	
                By:

              	
                /S/
                  Thomas J.
                  Kopacek                      

              
	 	 	
                Its:

              	
                Vice
                  President

              


      

      

        
          
                  

            
            

          

          
            41

            
              

            

          

          
            
            

          

        



      STATE
        OF
        MINNESOTA                                 
)

      )
        ss.

      COUNTY
        OF
        HENNEPIN                                  
)

      


      The
        foregoing instrument was executed and acknowledged before me on this 8th
        day of
        November, 2007, by Jeffrey P. Zernov, the President and CEO of Nature Vision,
        Inc., on behalf of said corporation.

       

      
        	 	 	 
	 	
                /S/
                  Joseph R.
                  Koester                        

              	 
	 	
                Notary
                  Public

              	 


      

      


      STATE
        OF
        MINNESOTA                                  )

      )
        ss.

      COUNTY
        OF
        HENNEPIN                                   )

      


      The
        foregoing instrument was executed and acknowledged before me on this 8th
        day of
        November, 2007, by Jeffrey P. Zernov, the President and CEO of Nature Vision
        Operating, Inc., on behalf of said corporation.

      


      
        	 	
                /S/
                  Joseph R.
                  Koester                        

              	 
	 	
                Notary
                  Public

              	 


      

       

      STATE
        OF
        MINNESOTA                             
  )

                             
              ) ss.

      COUNTY
        OF
        HENNEPIN                            
    )

      


      The
        foregoing instrument was executed and acknowledged before me on this 8th
        day of
        November, 2007, by Thomas J. Kopacek, the Vice President of M&I Business
        Credit, LLC, on behalf of said limited liability company.

       

      
        	 	
                /S/
                  Joseph R.
                  Koester                        

              	 
	 	
                Notary
                  Public

              	 


      

      


      
        
          
                      

            
            

          

          
            42

            
              

            

          

          
            
            

          

        

      

      
SCHEDULE
        A

       

      Trademarks

      


      


      
        	
                Mark

              	
                Serial
                  Number

              	
                Registration
                  Number

              
	 	 	 
	
                WOODLAND
                  WHISPER

              	
                76243000

              	
                2561660

              
	
                VPG

              	
                76658981

              	 
	
                ICE
                  PRO

              	
                76643094

              	 
	
                GENZ
                  STIX

              	
                76643393

              	
                3118947

              
	
                NATURE
                  VISION, INC.

              	
                76588035

              	
                3025437

              
	
                AQUA-VU

              	
                76566343

              	
                2988546

              
	
                REINVENTING
                  THE OUTDOOR EXPERIENCE

              	
                76549261

              	
                2915764

              
	
                BUZZ
                  STIX

              	
                76515514

              	
                2885886

              
	
                FISH
                  HAWK and Design

              	
                73783264

              	
                1571667

              


      

       

       

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