Intellectual Property Security Agreement Dtd. December 29, 2006



 Exhibit 10.6 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This Intellectual Property Security Agreement is entered into as
of December 29, 2006 by and between LONGVIEW FUND, LP and ALPHA CAPITAL ANSTALT (collectively, “Lender”) and OPTEX SYSTEMS, INC., a Texas corporation (“Grantor”). 
 RECITALS 
 A. Lender has agreed to make certain advances of money and to extend
certain financial accommodations to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Lender and Grantor dated of even date herewith (as the same may be amended, modified
or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement). 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 certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under the Loan Agreement. 
 B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Lender a security interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under
all of the Collateral. 
 NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be
legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Loan Agreement and all other agreements now existing or hereafter arising between Grantor and Lender, Grantor hereby represents,
warrants, covenants and agrees as follows: 
 AGREEMENT 
 To secure its obligations under the Loan Agreement and under any other agreement now existing or hereafter arising between Grantor and Lender, Grantor grants and pledges to Lender a security interest in all of
Grantor’s right, title and interest in, to and under its Intellectual Property Collateral (including without limitation those Copyrights, Patents and Trademarks listed on Schedules A, B and C hereto), and 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), the right to sue for past, present and future infringements, all rights corresponding thereto throughout the world and
all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof. 
 This security interest is granted in
conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan
Documents, and those which are now or hereafter available to Lender as a matter of law or equity. Each right, power and remedy of Lender provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law
or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Lender of any one or more of the rights, powers or remedies provided for in this Intellectual Property
Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Lender, of any or all other rights, powers or
remedies. 
 Grantor represents and warrants that Exhibits A, B, and C attached hereto set forth any and all intellectual property rights in
connection to which Grantor has registered or filed an application with either the United States Patent and Trademark Office or the United States Copyright Office, as applicable. 
 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same
instrument. 
  

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 IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly
executed by its officers thereunto duly authorized as of the first date written above. 
  

					
	 	 	GRANTOR:
		
	Address of Grantor:	 	OPTEX SYSTEMS, INC.
	c/o	 		 	
	3001 Red Hill Ave., Bldg. 4-108	 		 	
	Costa Mesa, CA 92626	 	By:	 	 /s/ JOHN J. STUART

	Attn: Chief Executive Officer	 	Title:	 	Chief Financial Officer
		
	Address of Lender:	 	LENDERS:
		
	600 Montgomery Street, 44th Floor	 	LONGVIEW FUND, L.P.
	San Francisco, CA 94111	 		 	
	Fax: (415) 981-5301	 	By:	 	 /s/ S. MICHAEL RUDOLPH

		 	Title:	 	CFO – Investment Adviser
		
	Pradafant 7	 	ALPHA CAPITAL ANSTALT
	9490 Furstentums	 		 	
	Vaduz, Lichtenstein	 	By:	 	 /s/ KONRAD ACKERMAN

	Fax: 011-42-32323196	 	Title:	 	Director

  

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