**Exhibit 10.2****PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT**     This Patent, Trademark and Copyright Security Agreement (as the same may be amended, restated,supplemented or otherwise modified from time to time, the “Agreement”), dated as ofJuly 31, 2007, for reference purposes, is made and executed between **Iridex Corporation**(“Borrower” or “Debtor”), having its principal place of business and executiveoffices located at 1212 Terra Bella Avenue, Mountain View, CA 94043, and **Mid-Peninsula Bank, partof Greater Bay Bank N.A.**(“Lender” or “Secured Party”), with its Palo Alto officelocated at 420 Cowper Street, Palo Alto, CA 94301, on the following terms and conditions.Recitals     A. Pursuant to that certain Business Loan and Security Agreement dated January 16, 2007,between Borrower and Lender (including all annexes, exhibits, and schedules thereto, and as thesame may be amended, restated, supplemented, or otherwise modified from time to time, the “LoanAgreement”), Lender agreed to and has extended certain financial accommodations to or for thedirect or indirect benefit of Borrower, including pursuant to that certain Export-Import Bank Loanand Security Agreement dated January 16, 2007, between Borrower and Lender (including all annexes,exhibits, and schedules thereto, and as the same may be amended, restated, supplemented, orotherwise modified from time to time, the “Exim Agreement”).     B. At the time of execution of the Loan Agreement and the Exim Agreement, Borrower agreed notto create any Security Interests (as defined in the Loan Agreement) in any of Borrower’sintellectual property in favor of or otherwise for the benefit of any third party, and in reliancethereon, Lender did not record with the United States Patent and Trademark Office (“USPTO”) or theUS Copyright Office any security agreements or other collateral assignment instruments coveringsuch property.     C. Borrower has requested that Lender approve of and permit Borrower’s grant to AmericanMedical Systems, Inc. a Delaware corporation (“AMS”), and Laserscope, a California corporation(“Laserscope”), of a security interest in all of Borrower’s properties including its intellectualproperty. Lender is willing to approve Borrower’s grant of that security interest subject to,among other things, Lender, Borrower and AMS/Laserscope agreeing to the terms of a subordinationagreement, and Lender recording with the USPTO and/or the US Copyright Office any securityagreements or other collateral assignment instruments Lender deems advisable.     D. Pursuant to the Loan Agreement and related agreements, and at Lender’s request, Borrower isrequired to execute and deliver to Lender, for the benefit of Lender, this Agreement. Borrower iswilling to enter into this Agreement as required by the Loan Agreement and in further considerationof Lender agreeing to Borrower’s grant to AMS/Laserscope of the security interest describe above.     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Debtor and Secured Party hereby agree as follows:     1. Unless otherwise defined herein, capitalized terms, phrases or matters of constructiondefined or established in the Loan Agreement and the Exim Agreement, and any related agreements,shall be applied in this Agreement. All other undefined terms contained in this Agreement, unlessthe context indicates otherwise, shall have the meanings provided for by the California CommercialCode to the extent the same are used or defined there.     2. Debtor hereby confirms its previous grant to Secured Party under the Loan Agreement and theExim Agreement, and any related agreements, of the Security Interest in all of Debtor’s propertyand other assets of every kind and nature, and does hereby grant to Secured Party, a continuingfirst-priority security interest on all of Debtor’s right, title, and interest in, to and under theproperty described in Schedule I, whether presently existing or hereafter created or acquired(collectively, the “Intellectual Property Collateral”).
 

 
     3. The security interest granted pursuant to this Agreement is granted in conjunction with theSecurity Interests granted to Secured Party, for the benefit of Secured Party, pursuant to the LoanAgreement and the Exim Agreement, and any related agreements. Debtor hereby acknowledges andaffirms that the rights and remedies of Secured Party with respect to the Security Interests in theIntellectual Property Collateral granted under this Agreement are more fully set forth in the LoanAgreement, the Exim Agreement, and any related agreements, the terms and provisions of which areincorporated by reference herein as if fully set forth herein.     4. This Agreement is not intended to amend, replace or supersede in any manner the SecurityInterests granted by Debtor to Secured Party pursuant to the Loan Agreement and the Exim AgreementIf any voluntary or involuntary proceedings are filed by or against Debtor in bankruptcy or for anarrangement or reorganization or any other relief under any provision of the Federal BankruptcyLaws or any other insolvency or debtors’ relief law from time to time in effect, the result ofwhich would be to set aside, terminate or otherwise invalidate this Agreement or the SecurityInterests in the Intellectual Property Collateral granted under this Agreement, the SecurityInterests granted to Secured Party pursuant to the Loan Agreement and the Exim Agreement will notbe changed or otherwise effected in any respect and will continue to be valid, binding andenforceable in accordance with their respective terms. In the case of any such proceeding,arrangement, reorganization or any other relief the Security Interests granted by Debtor to SecuredParty pursuant to the Loan Agreement and the Exim Agreement will be deemed incorporated herein bythis reference for the purpose of the recordation of this Agreement with the USPTO and the USCopyright Office.     5. This Agreement may be executed in one or more counterparts, each of which when so executedand delivered will be deemed to be an original and all of which taken together will constitute butone and the same instrument. Facsimile or PDF copies of the signatures set forth below will bedeemed to be original signatures for all purposes.     IN WITNESS WHEREOF, the parties have executed this Patent, Trademark, and Copyright SecurityAgreement as of the date first set forth above.IRIDEX CORPORATION         By:                    /s/ Barry G. Caldwell    Barry G. Caldwell, President & CEO       **MID-PENINSULA BANK — PART OF GREATER BAY BANK N.A.**         By:                            /s/ Patrick Pierre    Authorized Signer      
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     **SCHEDULE I**     All right, title and interest of Iridex Corporation (“Debtor”) now owned or hereafter acquiredin and to the following:     (1) All patentable inventions, patent rights, shop rights, letters of patent of the UnitedStates or any other country, all right, title, and interest in the foregoing, and all registrationsand recordings of the foregoing, including all patent registrations and recordings in the Patentand Trademark Office or in any similar office or agency of the United States, any state, or anyforeign country or political subdivision of such a country, relating to the software described inSchedule II (collectively, the “Patents”);     (2) All copyrights, including all original works of authorship fixed in any tangible medium ofexpression; all right, title, and interest in the foregoing, and all registrations and recordingsof the foregoing, including all applications, registrations, and recordings in the Copyright Officeor in any similar office or agency of the United States, any state, or any foreign country orpolitical subdivision of such a country, relating to the software described in Schedule II(collectively, the “Copyrights”);     (3) All trademarks, trade names, trade styles, and service marks, and all prints and labels onwhich said trademarks, trade names, trade styles, and service marks have appeared or appear, andall designs and general intangibles of like nature, now existing or hereafter adopted or acquired;all right, title, and interest in the foregoing, all registrations and recordings of the foregoing,including all applications, registrations, and recordings in the Patent and Trademark Office or inany similar office or agency of the United States, any state, or any foreign country or politicalsubdivision of such a country, relating to the software described in Schedule II, including any andall goodwill associated with it (collectively, the “Trademarks”);     (4) All rights of Debtor under any written agreement with respect to the use of any Patents,Copyrights, Trademarks, trade secrets, or proprietary or confidential information, including rightsof a licensee or licensor with respect thereto;     (5) All goodwill, trade secrets, proprietary or confidential information, technicalinformation, procedures, formulas, quality control standards, operating and training manuals, andcustomer lists with respect to any Patents, Copyrights, and Trademarks; and     (6) All products and proceeds of the foregoing.
 

 
**SCHEDULE II****Part A (Patents, Including Patent Applications)**           **Docket No.;** **Country** **Filing Date** **Application No.** **Patent No.** **Title**  U.S.      5,085,492 Optical Fiber with Electrical Encoding (Fiber Optic Encoding)             U.S.      5,088,803 Technique for Coupling Laser Diode to Optical Fiber (Laser Diode Coupling)             U.S.      5,372,595 Contact Probe for Laser Cyclophotocoagulation (G-Probe)             U.S.      5,511,085 Passively Stabilized Intracavity Doubling Laser (CW Green)             U.S.      5,521,932 Scalable Side-Pumped Solid-State Laser (Scalable Side-Pump)             U.S.      5,663,979 Fiber Stub End-Pumped Laser (End Pump)             U.S.      5,982,789 Pulsed Laser with Passive Stabilization             U.S.      5,999,554 Fiber Stub End-Pumped Laser             U.S.      6,141,143 CW Laser Amplifier             U.S.      6,144,484 CW Laser Amplifier             U.S.     6,222,869 B1 Aspheric Lensing Control for High Power Butt-Coupled End-Pumped Laser             U.S.     6,327,291 B1 Fiber Stub End-Pumped Laser for Treating Abnormal Blood Vessel             U.S.     6,377,599 B1 Focusability Enhancing Optic for Laser Diode             U.S.     6,540,391 B2 Method and Apparatus for Real-Time Detection, Control and Recording of Sub-Clinical Therapeutic Laser Lesions During Ocular Laser Photocoagulation             U.S.      6,733,490 Method and Apparatus for Controlling Sub-Clinical Laser Procedures with Intro-Operative Monitoring of Electrophysiological Changes             U.S. 9/20/02 60/412,465   Apparatus for Real-Time Measurement/Control Of IntraOperataive Effects During Laser Thermal Treatments, Using Light Scattering             U.S. 8/16/04 60/602,166   Directional Probe Treatment Apparatus             U.S. 11/11/06 11/556,504   Flush Tip Illuminating Laser Probe             U.S. 3/13/07 11/685,351   Shaped Tip Illumination Laser Probe Treatment Apparatus             U.S. 2/24/05 11/066/615   Green MicroPulse Laser System (Laser System w/Short Pulse Characteristics and Its Method of Use)
 

 
**Part B (Copyrights, Including Copyright Applications)**         **Country** **Description** **Application No.** **Registration No.** **Application or**