Exhibit 10.2






Exhibit 10.2






 

INTELLECTUAL PROPERTY SECURITY AGREEMENT




This Intellectual Property Security Agreement is entered into as of April 15, 2004 by and between COMERICA BANK ("Bank") and CITADEL SECURITY SOFTWARE, INC., a Delaware corporation ("Grantor").




RECITALS




A.   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 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). 




B.   Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under the Loan Agreement.




C.   Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank 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 Bank, 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 Bank and Grantor, Grantor grants and pledges to Bank 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 Bank under the Loan Agreement. The rights and remedies of Bank 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 Bank as a matter of law or equity. Each right, power and remedy of Bank 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 Bank 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 Bank, 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.




	
 

	 	 	 
	



	 


 

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:
	
CITADEL SECURITY SOFTWARE, INC.

	
 
	
 

	
8750 Central Expressway, Suite 100
	
By: 
	 
	

Dallas, Texas 75231

	
 
	



	
Attn: Richard Connelly
	Title: 	 
	
 
	
  
	



	
 
	
 

	
 
	
BANK:

	
 
	
 

	
Address of Bank:
	
COMERICA BANK

	 	 	 
	
Comerica Bank
	
By: 
	 
	
 
	
 
	



	
Commercial Loan Services Department
	
 

	9920 S. La Cienega Blvd., 14th Floor	Title: 	 
	
 
	
 
	



	
Inglewood, CA 90301
	
 

	
 
	
 

	
Attn: Loan Documentation
	
 










	



017104 000163 DALLAS 1702894_2

	 	 	 
	



	





EXHIBIT A




Copyrights

 


	
Description
		
Registration

Number
		
Registration

Date

	


		


		



	
None.
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 







	
 

	 	 	 
	



	 


 

EXHIBIT B




Patents

 


	
 

 

Description
		
Registration/

Application

Number
		
Registration/

Application

Date

	


		


		



	
 
		
 
		
 

	
None.
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 

	
 
		
 
		
 







	
 

	 	 	 
	



	 


 

EXHIBIT C




Trademarks

 


	
 

 

Description
		
Registration/

Application

Number
		
Registration/

Application

Date

	


		


		



	
 
		
 
		
 

	
Citadel
		
76-397314
		
4/18/2002