Exhibit 10.2

SECURITY AGREEMENT

This Security Agreement ("Agreement") is made this 21 day of September, 2001 (the "Effective Date"), by and between Philip Gruebele, a California
resident ("Borrower"), and HPL Technologies, Inc., a Delaware corporation ("Lender").

This
Agreement is entered into in connection with Lender's loan to Borrower of up to $2,745,133.49 (the "Loan") pursuant to a Secured Promissory Note dated the Effective Date (the
"Note").

Borrower
wishes to borrow up to the sum of $2,745,133.49 in order to satisfy federal income tax obligations in connection with Borrower's exercise of options to purchase 1,301,422
shares of Lender's common stock pursuant to a stock option agreement (the "Stock Option Agreement").

Lender
is willing to provide the Loan to Borrower subject to certain terms and conditions described below.

Lender
and Borrower agree as follows:



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2

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Borrower
grants a security interest in the Collateral to Lender to secure the payment or performance of the Obligations.





3

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Borrower warrants and represents that:





The
occurrence of any of the following shall, at the option of Lender, constitute an event of default (each, an "Event of Default") under this Agreement:



4

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Should
an Event of Default occur, Borrower will pay to Lender all costs reasonably incurred by the Lender for the purpose of enforcing its rights hereunder, including:



5

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6

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7

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The
parties have signed this Agreement as of the day and year first above written.

| | "Borrower"            
| | ----------------------
| | PHILIP GRUEBELE       
| | /s/PHILIP GRUEBELE    
| | "Lender"              
| | HPL TECHNOLOGIES, INC.
| | By                    
| |                       

8

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EXHIBIT A    SECURED PROMISSORY NOTE

|$2,745,133.49 |  | San Jose, California
September 21, 2001
|------------- |  | ---------------------------------------

FOR
VALUE RECEIVED, Philip Gruebele, a California resident ("Borrower"), hereby promises to pay to HPL TECHNOLOGIES, INC., a Delaware corporation ("Lender"), or order, the
principal sum of two million seven hundred forty five thousands one hundred thirty three Dollars and forty nine cents ($2,745,133.49) or so much as has been advanced to Borrower pursuant to the
Security Agreement (as defined below) (the "Loan Amount") on September 21, 2003, (the "Maturity Date"), together with all accrued and unpaid interest at an annual rate of 5.00%. Interest shall
be computed on the basis of a year of 365 days for the actual number of days elapsed. Interest on the outstanding principal amount shall be payable in arrears, on September 21, 2002, and
thereafter, every three months in arrears. The final interest payment of all remaining accrued and unpaid interest shall be due and payable on the Maturity Date. All payments under this Note shall be
made in lawful currency of the United States of America in immediately available funds at 2033 Gateway Place, San Jose, California 95110.

Borrower
may prepay this Note, without premium or penalty, in whole and at any time or from time to time in part, with accrued interest to the date of such prepayment on the amount
prepaid. Any partial prepayments on this Note will be applied first to accrued interest and then to principal.

Borrower
waives diligence, presentment, protest and notice of protest, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment under it, may be
extended and any security may be accepted, released or substituted by the holder from time to time without in any way affecting the liability of Borrower.

This
Note is issued pursuant to a Security Agreement dated as of this date between Borrower and Lender (the "Agreement"). The holder of this Note is entitled to the benefits of the
terms and conditions of the Agreement and is entitled to the rights in the Collateral (as defined in the Agreement). Upon the occurrence of any Event of Default specified in the Agreement, the entire
principal unpaid balance and all accrued interest shall immediately become due and payable without diligence, demand, presentment, protest or notice of any kind.

This
Note is a non-recourse Note, and Borrower shall have no liability for any amounts under this Note except to the extent of the Collateral pursuant to the Agreement.

Borrower
agrees to reimburse the holder of this Note for all costs of collection or enforcement of this Note, whether or not suit is filed (including, but not limited to, reasonable
attorneys' fees), incurred by the holder.

This
Note shall be governed by and construed in accordance with the laws, without regards to the laws as to choice or conflict of laws, of the State of California.

EXECUTED
at San Jose, California.

| |  | PHILIP GRUEBELE
| |  | ---------------
| |  |                

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EXHIBIT B

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVEDand pursuant to that certain Security Agreement, dated September 21, 2001, between
Philip Gruebele and HPL Technologies, Inc. (the "Agreement"), undersigned hereby sell, assign and transfer unto:PL

|PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE | 
|--------------------------------------------------------------------- | 
|                                                                     
|                                                                     
|                                                                     

| | ) Shares of the Common Stock of HPL Technologies, Inc
| | -----------------------------------------------------

|standing in |  | name(s) on the books of said Corporation represented
|----------- |  | ----------------------------------------------------

|by certificate(s) No. |  | 
|--------------------- |  | 

herewith and do hereby irrevocably constitute and appoint Rita Rubinstein attorney to transfer said stock on the books of

such
Corporation with full power of substitution.

|Dated |  |  | 
|----- |  |  | 

THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) ON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE.

THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.

THE SIGNATURE(S) OF THE ASSIGNOR(S) MUST BE GUARANTEED HEREON.

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