Exhibit
10.14





PATENT
AND TRADEMARK SECURITY AGREEMENT




This
Patent and Trademark Security Agreement (this “Agreement”), dated as of Dec. 7,
2009, is made by and among IRONCLAD PERFORMANCE WEAR CORPORATION, a California
corporation ( the “Client”) and FCC, LLC, a Florida limited liability company
doing business as First Capital Western Region, LLC (the “Factor”).




Recitals




Client
and Factor are parties to a Factoring and Inventory Advances and Security
Agreement of even date herewith (as the same may hereafter be amended,
supplemented or restated from time to time, the “Factoring Agreement”) setting
forth the terms on which Factor may now or hereafter extend credit to or for the
account of Client.




As a
condition to extending credit to or for the account of Client, Factor has
required the execution and delivery of this Agreement by Client.




ACCORDINGLY,
in consideration of the mutual covenants contained in the Factoring Agreement
and herein, the parties hereby agree as follows:




1. Definitions. 
All terms defined in the Recitals hereto or in the Factoring Agreement
that are not otherwise defined herein shall have the meanings given to them
therein. In addition, the following terms have the meanings set forth
below:




“Affiliate”
means, with respect to any Person, any other Person directly or indirectly
Controlling or Controlled by, or under direct or indirect common Control with
such Person.




“Control”
means, with respect to any Person, the possession, directly or indirectly, of
the affirmative power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of securities,
partnership interests or other ownership interests, by contract, by membership
or involvement in the board of directors or other management structure of such
Person, or otherwise.




“Obligations”
means each and every debt, liability and obligation of every type and
description arising under or in connection with any Factoring Document (as
defined in the Factoring Agreement) which Client may now or at any time
hereafter owe to Factor, whether such debt, liability or obligation now exists
or is hereafter created or incurred and whether it is or may be direct or
indirect, due or to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, independent, joint, several or joint and several,
and including specifically, but not limited to, the Obligations (as defined in
the Factoring Agreement).




“Patents”
means all of Client’s right, title and interest in and to patents orapplications
for patents, fees or royalties with respect to each, and including withoutlimitation
the right to sue for past infringement and damages therefor, and licensesthereunder, all as presently existing or hereafter arising or acquired,
including without limitation the patents listed on Exhibit
A.









“Permitted
Liens” shall mean mortgages, deeds of trust, pledges, liens, security interests
or other charges or encumbrances:




(i)
            for
      taxes, assessments or governmental charges or levies onproperty
      of the Client or subsidiary if the same shall not at the time be
      delinquent or thereafter can be paid without penalty, or are being
      contested in good faith and by appropriate
  proceedings;




(ii)
            imposed
      by law, such as carriers’, warehousemen’s, mechanics’,materialmen’s
      liens and other similar liens arising in the ordinary course of
      business;




(iii)
            arising
      out of pledges or deposits under workers’ compensationlaws,
      unemployment insurance, old age pensions, or other social security or
      retirement benefits, or similar
legislation;




(iv)
            arising
      from any litigation or proceeding which is being contested ingood
      faith by appropriate proceedings, provided, however, that no execution or
      levy has been made; and




(v)
            liens
      incurred in connection with the extension, renewal orrefinancing
      of the indebtedness secured by liens of the type described in clauses (i)
      through (iv) above, provided that any extension, renewal or replacement
      lien shall be limited to the property encumbered by the existing lien and
      the principal amount of the indebtedness being extended, renewed or
      refinanced does not increase.




“Security
Interest” has the meaning given in Section 2.




“Trademarks”
means all of Client’s right, title and interest in and to: (i) trademarks,
service marks, collective membership marks, registrations and applications for
registration for each, and the respective goodwill associated with each, (ii)
licenses, fees or royalties with respect to each, (iii) the right to sue for
past, present and future infringement, dilution and damages therefor, (iv) and
licenses thereunder, all as presently existing or hereafter arising or acquired,
including, without limitation, the marks listed on Exhibit
B.




2. Security
Interest.  Client hereby irrevocably pledges and assigns to, and grants
Factor a security interest (the “Security Interest”) with power of sale to the
extent permitted by law, in the Patents and in the Trademarks to secure payment
of the Obligations. As set forth in the Factoring Agreement, the Security
Interest is coupled with a security interest in substantially all of the
personal property of Client. This Agreement grants only the Security Interest
herein described, is not intended to and does not affect any present transfer of
title of any trademark registration or application and makes no assignment and
grants no right to assign or perform any other action with respect to any intent
to use trademark application, unless such action is permitted under 15 U.S.C. §
1060.









3. Representations,
Warranties and Agreements.  Client represents, warrants and
agrees as follows:




(a)            Patents.
Exhibit A accurately lists all Patents owned or controlled by the Client as
of the date hereof, or to which the Client has a right as of the date hereof to
have assigned to it, and accurately reflects the existence and status of
applications and letters patent pertaining to the Patents as of the date hereof.
If after the date hereof, Client owns, controls or has a right to have assigned
to it any Patents not listed on Exhibit
A, or if Exhibit
A ceases to accurately reflect the existence and status of applications
and letters patent pertaining to the Patents, then Client shall within 30 days
provide written notice to Factor with a replacement Exhibit
A, which upon acceptance by Factor shall become part of this
Agreement.




(b)            Trademarks.
Exhibit B accurately lists all Trademarks owned or controlled
by the Client as of the date hereof and accurately reflects the existence and
status of Trademarks and all applications and registrations pertaining thereto
as of the date hereof; provided, however, that Exhibit
B need not list common law marks (i.e., Trademarks for which there are no
applications or registrations) which are not material to the Client’s or any
Affiliate’s business(es). If after the date hereof, Client owns or controls any
Trademarks not listed on Exhibit
B (other than common law marks which are not material to the Client’s or
any Affiliate’s business(es)), or if Exhibit
B ceases to accurately reflect the existence and status of applications
and registrations pertaining to the Trademarks, then Client shall promptly
provide written notice to Factor with a replacement Exhibit
B, which upon acceptance by Factor shall become part of this
Agreement.




(c)            
Affiliates.
As of the date hereof, no Affiliate of the Client owns, controls, or has a
right to have assigned to it any items that would, if such item were owned by
the Client, constitute Patents or Trademarks. If after the date hereof any
Affiliate of the Client owns, controls, or has a right to have assigned to it
any such items, then Client shall promptly either: (i) cause such Affiliate to
assign all of its rights in such item(s) to the Client; or (ii) notify Factor of
such item(s) and cause such Affiliate to execute and deliver to Factor a patent
and trademark security agreement substantially in the form of this
Agreement.




(e)             Title.Client identified as the owner of each Patent and Trademark on Exhibits
A and B
has absolute title to each Patent and each Trademark listed thereon, free and
clear of all Liens except Permitted
Liens. The Client (i) will have, at the time such Client acquires any rights in
Patents or Trademarks hereafter arising, absolute title to each such Patent or
Trademark free and clear of all Liens except Permitted Liens, and (ii) will keep
all Patents and Trademarks free and clear of all Liens except Permitted
Liens.




(f)            No
Sale.Client
will not assign, transfer, encumber or otherwise dispose ofthe Patents
or Trademarks, or any interest therein, without Factor’s prior written
consent.




(g)           Defense.Client will, to the extent it is reasonably advisable in its business, at
its own expense and using commercially reasonable efforts, protect and defend
the Patents and Trademarks against all claims or demands of all Persons other
than those holding Permitted Liens.







(h)            Maintenance.Client will at its own expense maintain the Patents and the Trademarks
to the extent reasonably advisable in its business including, but not limited
to, filing all applications to obtain letters patent or trademark registrations
and all affidavits, maintenance fees, annuities, and renewals possible with
respect to letters patent, trademark registrations and applications therefor.
Client covenant that it will not abandon nor fail to pay any maintenance fee or
annuity due and payable on any Patent or Trademark, nor fail to file any
required affidavit or renewal in support thereof, without first providing
Factor: (i) sufficient written notice, of at least 30 days, to allow Factor to
timely pay any such maintenance fees or annuities which may become due on any
Patents or Trademarks, or to file any affidavit or renewal with respect thereto,
and (ii) a separate written power of attorney or other authorization to pay such
maintenance fees or annuities, or to file such affidavit or renewal, should such
be necessary or desirable. Notwithstanding any of the foregoing, Client shall
not be under any obligation to pay such maintenance fee or annuity on a Patent
or Trademark which is utilized in a product that has not been sold in the last
three years.




(i)            Factor’s
Right to Take Action. If Client fails to perform or observe any of its
covenants or agreements set forth in this Section 3, and if such failure
continues for a period of ten (10) calendar days after Factor gives Client
written notice thereof (or, in the case of the agreements contained in
subsection (h), immediately upon the occurrence of such failure, without notice
or lapse of time), or if Client notifies Factor that they intend to abandon a
Patent or Trademark, Factor may (but need not) perform or observe such covenant
or agreement or take steps to prevent such intended abandonment on behalf and in
the name, place and stead of the Client (or, at Factor’s option, in Factor’s own
name) and may (but need not) take any and all other actions which Factor may
reasonably deem necessary to cure or correct such failure or prevent such
intended abandonment.




(j)            Costs
and Expenses.Except to the extent that the effect of such payment would be
to render any loan or forbearance of money usurious or otherwise illegal under
any applicable law, Client shall pay Factor on demand the amount of all moneys
expended and all costs and expenses (including reasonable attorneys’ fees and
disbursements) incurred by Factor in connection with or as a result of Factor’s
taking action under subsection (i) or exercising its rights under Section 6,
together with interest thereon from the date expended or incurred by Factor at
the default rate of interest provided for in the Factoring
Agreement.




(k)            Power
of Attorney.To
facilitate Factor’s taking action under subsection(i) and exercising its
rights under Section 6, Client hereby irrevocably appoints (which appointment is
coupled with an interest) Factor, or its delegate, as the attorney-in-fact of
such Client with the right (but not the duty) from time to time to create,
prepare, complete, execute, deliver, endorse or file, in the name and on behalf
of such Client, any and all instruments, documents, applications, financing
statements, and other agreements and writings required to be obtained, executed,
delivered or endorsed by such Client under this Section 3, or, necessary for
Factor, after a Default, to enforce or use the Patents or Trademarks or to grant
or issue any exclusive or non-exclusive license under the Patents or Trademarks
to any third party, or to sell, assign, transfer, pledge, encumber or otherwise
transfer title in or dispose of the Patents or Trademarks to any third party.
Client hereby ratifies all that such attorney shall lawfully do or cause to be
done by virtue hereof. The power of attorney granted herein shall terminate upon
the termination of the Factoring Agreement as provided therein and the payment
and performance of all Obligations.







4.            Client’s
Use of the Patents and Trademarks. Client shall be permitted to control
and manage the Patents and Trademarks, including the right to exclude others
from making, using or selling items covered by the Patents and Trademarks and
any licenses thereunder, in the same manner and with the same effect as if this
Agreement had not been entered into, so long as no Default exists.




5.          Defaults.
Each of the following occurrences shall constitute an event of default
under this Agreement (herein called a “Default”): (a) a Default, as defined in
the Factoring Agreement, shall occur; or (b) Client shall fail promptly to
observe or perform any covenant or agreement herein binding on it; or (c) any of
the representations or warranties contained in Section 3 shall prove to have
been incorrect in any material respect when made.




6.           
Remedies.
While a Default exists, Factor may, at its option, take any or all of the
following actions:




(a)          Factor
may exercise any or all remedies available under the Factoring Agreement.




(b)          Factor
may sell, assign, transfer, pledge, encumber or otherwise dispose of the
Patents and Trademarks.




(c)          Factor
may enforce the Patents and Trademarks and any licenses thereunder,
and if Factor shall commence any suit for such enforcement, Client shall, at the
request of Factor, do any and all lawful acts and execute any and all proper
documents required by Factor in aid of such enforcement.




7.            Miscellaneous.
This Agreement can be waived, modified, amended, terminated
or discharged, and the Security Interest can be released, only explicitly in a
writing signed by Factor. A waiver signed by Factor shall be effective only in
the specific instance and for the specific purpose given. Mere delay or failure
to act shall not preclude the exercise or enforcement of any of Factor’s rights
or remedies. All rights and remedies of Factor shall be cumulative and may be
exercised singularly or concurrently, at Factor’s option, and the exercise or
enforcement of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other. All notices to be given to Client
under this Agreement shall be given in the manner and with the effect provided
in the Factoring Agreement. Factor shall not be obligated to preserve any rights
the Client may have against prior parties, to realize on the Patents and
Trademarks at all or in any particular manner or order, or to apply any cash
proceeds of Patents and Trademarks in any particular order of application. This
Agreement shall be binding upon and inure to the benefit of Client and Factor
and their respective participants, successors and assigns and shall take effect
when signed by Client and delivered to Factor, and each Client waives notice of
Factor’s acceptance hereof. Factor may execute this Agreement if appropriate for
the purpose of filing, but the failure of Factor to execute this Agreement shall
not affect or impair the validity or effectiveness of this Agreement. A carbon,
photographic or other reproduction of this Agreement or of any financing
statement authorized by the Client shall have the same force and effect as the
original for all purposes of a financing statement. This Agreement shall be
governed by the internal law of California without regard to conflicts of law
provisions. If any provision or application of this Agreement is held unlawful
or unenforceable in any respect, such illegality or unenforceability shall not
affect other provisions or applications which can be given effect and this
Agreement shall be construed as if the unlawful or unenforceable provision or
application had never been contained herein or prescribed hereby. All
representations and warranties contained in this Agreement shall survive the
execution, delivery and performance of this Agreement and the creation and
payment of the Obligations.









THE
PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR
PERTAINING TO THIS AGREEMENT.







IN
WITNESS WHEREOF, the parties have executed this Patent and Trademark Security
Agreement as of the date first written above.







IRONCLAD PERFORMANCE WEAR
    CORPORATIONBy:
              /s/ Scott
      JarusScott
      Jarus, Chief Executive Officer


FCC, LLC, d/b/a FIRST CAPITAL WESTERN
      REGION, LLCBy:
              /s/ David
      P. ScheerName:
      David P. ScheerTitle:
      V.P.









STATE
      OF 
      ____________
            )


)SS:


COUNTY
      OF  ____________
            )




On _______________________,
2009 before me, _________________________, Notary Public, personally
appeared Scott Jarus, who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.




I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.




WITNESS
my hand and official seal.




Signature _________________________(Signature
of Notary)  (Seal
of Notary)