Exhibit 10.2


INTELLECTUAL PROPERTY SECURITY AGREEMENT


THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of March 6, 2009 by and between PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA, a California corporation (“Bank”) and VAUGHAN FOODS, INC., an Oklahoma corporation (“Grantor”).


RECITALS


Bank 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 between Bank, Wild About Food – Oklahoma LLC, and Grantor (as amended from time to time, the “Loan Agreement”) dated of even date herewith.  Capitalized terms used herein have the meaning assigned in the Loan Agreement.  Bank is willing to make the credit extensions to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank 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


NOW, THEREFORE, Grantor agrees as follows:


AGREEMENT


To secure performance of Grantor’s obligations under the Loan Agreement, Grantor grants to Bank 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 Bank under the Loan Agreement.  Each right, power and remedy of Bank provided for herein shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.


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 Borrower:
 	
            VAUGHAN FOODS, INC.
 
	
             
 	
             
 
	
            216 Northeast 12th Street

Moore, OK 73160

Attn:  Gene P. Jones, Secretary, Treasurer, CFO
 	
            By:  /s/ Gene P. Jones
 Title:  Secretary, Treasurer and Chief Financial Officer
 
	
             
 	
             
 
	
            Address of Bank:
 	
            PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA
 
	
             
 	
             
 
	
            400 Emerson Street

Palo Alto, CA 94301

Attn:  Mike Hansen
 	
            By:  /s/ Victor Ragni

Title:  Vice President
 





 










EXHIBIT A


Copyrights





	
            
Title
 
 	
            
Registration Number
 
 	
            
Registration Date
 
 
	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 





 


 


NONE










EXHIBIT B


Patents





	
            
Title
 
 	
            
Serial/ Patent Number
 
 	
            
Application/ Issue Date
 
 
	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 





 


 


NONE


 










EXHIBIT C


Trademarks





	
            Description
 	
            Serial / Registration Number
 	
            Application /Registration Date
 
	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 





 


 


NONE