##### 



EXHIBIT 10.2
 SECURITY AGREEMENT
 Security Agreement Borrower PSSC Miraloma Annex E Grantors Grantor Administrative Agent
  Credit Agreement Subsidiary Guaranty Guarantors
   ARTICLE I
DEFINITIONS
 Terms Defined in Credit Agreement
 Terms Defined in UCC
 Definitions of Certain Terms Used Herein




---



##### 



Account
 Article
 Cash Dominion Restoration Period
 Cash Dominion Triggering Event
 Collateral
 Collateral Access Agreement
 Concentration Accounts
 Control
 Control Agreement
 Deposit Account
 Document
 Effective Date
 Event of Default
 Excluded Accounts
 Exhibit
 General Intangibles
 Inventory
 Payment Intangible
 Section
 Secured Obligations
 2




---



##### 



Securities Account
 UCC
  ARTICLE II
GRANT OF SECURITY INTEREST
 Collateral
 (i)
    
    all cash and cash equivalents;(ii)
    
    all Credit Card Accounts;(iii)
    
    all Deposit Accounts and Securities Accounts;(iv)
    
    all Inventory;(v)
    
    all Documents relating to Inventory; and(vi)
    
    all accessions to, substitutions for and
replacements, proceeds, insurance proceeds and products of the
foregoing.
 Excluded
Collateral provided
 3




---



##### 



Licensed Assets
 ARTICLE III
REPRESENTATIONS AND WARRANTIES
  Title, Perfection and Priority Annex A
 Type and Jurisdiction of Organization, Organizational and Identification Numbers Annex B
 4




---



##### 



Principal Location Annex B
 Distribution Centers; Location of Records Annex B Annex
B
 Deposit Accounts and Securities Accounts Annex C
 Credit Card Processors Annex D
 Exact Names Annex B
 No Financing Statements, Security Agreements
 ARTICLE IV
COVENANTS
  General
 Collateral Records
 Authorization to File Financing Statements; Ratification
 5




---



##### 



Further Assurances
 Disposition of Collateral
 Liens
 Other Financing Statements Section 4.1(e)
 Locations provided
 Compliance with Terms
 6




---



##### 



Credit Card Accounts
 Inventory
 No Interference
 Insurance
  Collateral Access Agreements Specified Sites
 Control Agreements Part A Annex C
 7




---



##### 



Change of Name or Location; Change of Fiscal Year
 ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
 Events of Default
 Remedies
  provided that,
    8




---



##### 



Grantors Obligations Upon Event of Default
  9




---



##### 



ARTICLE VI
CREDIT CARD ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY
 Credit Card Account Verification
 Authorization for Secured Party to Take Certain Action
  10




---



##### 



provided that,
  Nature of Appointment; Limitation of Duty
 ARTICLE VII
COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; CREDIT CARD
PROCESSORS; DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
 Collection of Credit Card Accounts
 11




---



##### 



Concentration
Accounts Annex D
 Cash Dominion
 Application of Collateral Proceeds
 Restoration of Pre-Cash Dominion Triggering Event Cash Management
 12




---



##### 



provided Existing Control Agreements provided
 ARTICLE VIII
GENERAL PROVISIONS
 Waivers
 Limitation on Administrative Agents and Lenders Duty with Respect to the
Collateral
 13




---



##### 



Compromises and Collection of Collateral
 14




---



##### 



Secured Party Performance of Debtor Obligations
 Specific Performance of Certain Covenants
 Dispositions Not Authorized
 No Waiver; Amendments; Cumulative Remedies
 Limitation by Law; Severability of Provisions
 15




---



##### 



Reinstatement
 Benefit of Agreement
 Survival of Representations
 Taxes and Expenses
 16




---



##### 



Headings
 Termination
 Entire Agreement
 CHOICE OF LAW . THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
 CONSENT TO JURISDICTION . EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT
MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY
OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY
LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.
 WAIVER OF JURY TRIAL . EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS SECURITY
 17




---



##### 



AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
 Indemnity
 Counterparts
 Lien Absolute
      Release
  18




---



##### 



Joinder Annex E
 ARTICLE IX
NOTICES
 Sending Notices Annex B
 Change in Address for Notices
 19




---



##### 



ARTICLE X
THE ADMINISTRATIVE AGENT
   20




---



##### 



GRANTORS:
PACIFIC SUNWEAR OF CALIFORNIA, INC.By:
    /s/ Michael L. HenryMichael L. HenryChief Financial Officer and SecretaryPACIFIC SUNWEAR STORES CORP.By:
    /s/ Michael L. HenryMichael L. HenryChief Financial Officer and SecretaryMIRALOMA CORP.By:
    /s/ Michael L. HenryMichael L. HenryChief Financial Officer and SecretaryADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A.,
as Administrative AgentBy:
    /s/ Joseph A. LisackJoseph A. LisackVice President