EX-10.2






SECURITY AGREEMENT




THIS SECURITY AGREEMENT (this “Agreement”) is being made and entered into as of December 21,
2011, by and between NORWESTECH, INC., a Delaware corporation with offices at 220 West Harrison
Street, Seattle, WA 98119 (hereinafter referred to as the “Secured Party”), and GRANDPARENTS.COM
LLC, having its principal business office at 589 Eighth Avenue, New York, NY 10018 (“Debtor”).
Debtor represents that Debtor is a limited liability company duly organized and existing under the
laws of the State of Florida.



W I T N E S S E T H:




WHEREAS, Secured Party is making a loan to Debtor in the principal amount of FIVE HUNDRED
THOUSAND ($500,000.00); pursuant to a 4% Senior Secured Note (the “Note”); and



WHEREAS, as collateral for its obligations under the Note, and any other obligations which may
become due to Secured Party, Secured Party requires that Debtor grant to Secured Party, a first
priority senior security interest in all of its assets and property; and



WHEREAS, Debtor and Secured Party desire that this Agreement shall set forth their full and
complete understanding regarding the terms and conditions under which Debtor will grant Secured
Party a security interest in its assets and property.



NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt, sufficiency and adequacy
of which are expressly acknowledged, Debtor and Secured Party, each intending to be legally bound,
do hereby mutually agree as follows:



1. Grant of Security Interest.



As security for the prompt and complete payment and performance when due of all of the
Obligations, as hereinafter defined, Debtor does hereby grant to Secured Party a continuing first
priority security interest (“Security Interest”) in all personal property, assets and fixtures of
Debtor, wherever located, whether now existing or owned or hereafter arising or acquired, whether
or not subject to the Uniform Commercial Code, as the same may be in effect in the State of
Washington, as amended from time to time (“UCC”), and whether or not affixed to any realty,
including, without limitation, (i) all accounts, chattel paper, investment property, deposit
accounts, documents, goods, equipment, products, websites, URL’s. customer, member and supplier
lists and records, general intangibles (including trademarks, service marks, trade names, patents,
copyrights, licenses and franchises), instruments, inventory, money, accounts receivable, letter of
credit rights, causes of action (including tort claims) and other personal property (including
agreements and instruments not constituting chattel paper or a document, general intangible or
instrument); (ii) all additions to, accessions to, substitutions for, replacements of and
supporting obligations of the foregoing; (iii) all proceeds and products of the foregoing,
including, without limitation, insurance proceeds; and (iv) all business records and information
relating to any of the foregoing and any software or other programs for accessing and manipulating
such information (collectively, the “Collateral”). Debtor acknowledges and agrees that the
foregoing collateral description is intended to cover all assets of Debtor, whether now owned or
hereafter acquired, and all proceeds arising therefrom.



2. Obligations Secured.



The security interest granted by Debtor to Secured Party in the Collateral and evidenced
hereby shall secure the following duties and obligations under the Note, all interest and charges,
which may become due thereon, and any further advances of extension of credit to Debtor, any other
obligations of Debtor to Secured Party in any capacity, now existing or hereafter incurred, however
created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or
contingent (including obligations pursuant to any guaranty, endorsement, other assurance of payment
or otherwise), whether joint or several, whether from time to time reduced and thereafter
increased, or entirely extinguished and thereafter reincurred, together with all extensions,
renewals and replacements thereof, and all interest, fees, charges, costs or expenses which accrue
on or in connection with the foregoing, including, without limitation, any indebtedness or
obligations (i) not yet outstanding but contracted for, or with regard to which any other
commitment by Secured Party exists; (ii) arising prior to, during or after any pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding; (iii) owed by Debtor to others and which Secured Party obtained, or
may obtain, by assignment or otherwise; or (iv) payable under this Agreement (all of the foregoing
being collectively referred to as the “Obligations”).




	 	3.	 	Representations, Warranties and Covenants of Debtor.





As an inducement to Secured Party to make the loans, advances and extensions of credit to
Debtor which are secured hereby, Debtor hereby represents, warrants and covenants to Secured Party
as follows:



(a) Except for the security interest granted to Meadows Capital, LLC pursuant to the Meadows
Agreement (as defined in the Note) and the security interest granted pursuant to this Agreement,
Debtor now owns the Collateral, free and clear of any and all liens, claims, charges, security
interests, and other encumbrances of every type, kind or nature. Notwithstanding the security
interest granted to Meadows Capital, LLC, the security interest granted to Secured Party shall be
first priority and senior to Meadows Capital, LLC, and Meadows Capital, LLC has agreed pursuant to
a written consent to subordinate its indebtedness in favor of Secured Party. Debtor will defend
the Collateral and Secured Party’s security interest in the same against any and all claims and
demands of any person or persons who at any time claim any ownership or other interest therein;



(b) Debtor authorizes Secured Party to file all such Uniform Commercial Code Financing
Statements as Secured Party may require to perfect Secured Party’s security interest in the
Collateral and protect the same against the claims of third parties. No other financing statement
has been filed or recorded which includes the Collateral or the proceeds of the Collateral, in
whole or in part, within its collateral description, provided that Meadows Capital may be permitted
to a financing statement to perfect its security interest after Secured Party files its financing
statement;



(c) During the term of this Agreement, except for the lien granted pursuant to the Meadows
Agreement, Debtor will not grant or suffer the existence of any other lien, claim, charge, security
interest or other encumbrance of any type, kind or nature with respect to the Collateral, without
the prior written consent of the Secured Party and will, at all times, maintain good and
merchantable title with respect to the same;



(d) Debtor will cause the Collateral to be insured with companies who are acceptable to the
Secured Party, which insurance policies: (i) shall have such coverage provisions, policy limits and
exclusions as Secured Party shall require; (ii) shall name Secured Party as an additional insured
and/or loss payee thereunder, as its interests may appear; (iii) shall require at least thirty (30)
days’ prior written notice to Secured Party of any intended cancellation, modification, termination
or expiration of the policy or policies evidencing such insurance. Debtor will deliver such
certificates of insurance and other evidence of insurance coverage as Secured Party may require;



(e) At all times during the term of this Agreement, and except as otherwise provided herein,
Debtor: (i) shall keep and maintain the Collateral in good and usable condition, free and clear of
any and all liens, claims, charges and security interests of every type, kind or nature; (ii) will
promptly pay all taxes, assessments and other charges with respect to the Collateral; (iii) will
not use the Collateral illegally or in violation of any Agreement between Debtor and any third
party; and (iv) will not transfer, convey, assign, sell or otherwise dispose of any portion of the
Collateral, except in the ordinary course of its business.




	 	4.	 	Performance of Obligations by Secured Party.





In the event that Debtor fails to perform or comply with the terms of any duty, obligation,
representation, warranty or covenant herein contained including, without limitation: (a) Debtor’s
obligation to keep the Collateral free and clear of all liens, claims, security interest and other
encumbrances; (b) Debtor’s duty to repair, maintain and preserve the Collateral; and (c) Debtor’s
duty to insure the Collateral in accordance with this Agreement, Secured Party may, but shall not
be required to, perform such duties and obligations on behalf of Debtor, whereupon Debtor shall
reimburse Secured Party for any and all amounts, costs and/or expenses which may be incurred by
Secured Party to accomplish the same, plus interest on such amounts at the maximum rate permitted
by law, from the date Secured Party pays or incurs the same until paid in full.



5. Events of Default. For purposes of this Agreement, an “Event of Default” shall
mean an “Event of Default” as defined in the Note.




	 	6.	 	Remedies.





Upon the occurrence of any of the aforementioned Events of Default, and at any time
thereafter, Secured Party may declare all of the Obligations to be immediately due, payable and
performable, whereupon Secured Party may take such actions as it may consider necessary and/or
advisable to enforce payment or performance of the same, shall have all of the rights and
privileges of a Secured Party under the Uniform Commercial Code as adopted in the State of
Washington, and may exercise such other rights and privileges as may then be available. Without
limiting the generality of the foregoing, Secured Party may require Debtor to assemble the
Collateral and make it available to Secured Party at any place designated by Secured Party. Unless
the Collateral is perishable, threatens to decline significantly in value, or is of a type or
category which is customarily sold in a recognized market, Secured Party will give Debtor
reasonable notice of the time and place of any public sale or disposition of the Collateral or the
time and place after which any private sale of the Collateral may be made. The requirement of
providing reasonable notice to Debtor shall be deemed satisfied if any such notice is delivered to
Debtor at least five (5) days prior to the date on which any such disposition of the Collateral is
to occur, which notice shall be delivered in accordance with Paragraph 9 of this Agreement. All
costs and expenses which are expended or incurred by Secured Party to retake, hold, prepare for
disposition and/or dispose of the Collateral including, without limitation, attorneys’ fees and
legal expenses, shall be added to the indebtedness secured hereby and shall be paid by Debtor to
Secured Party.




7. Financing Statements.



The Secured Party is hereby authorized to file all such financing statements as it deems
necessary or advisable to secure the security interest granted hereunder, including all renewals
and extensions thereof, including any filings with the U.S. Patent and Trademark Office. Following
all obligations under the Note being indefeasibly paid in full and upon three (3) business days’
prior written notice to Secured Party, Debtor may file UCC-3 terminations statements and such other
filings to terminate the security interests granted pursuant to this Agreement.




	 	8.	 	Waiver.





No failure by Secured Party to insist upon exact compliance with any of the terms, provisions
and/or conditions of this Agreement shall be deemed or construed as a waiver of the right to
require exact compliance with each and every duty and obligation herein contained in the future.




	 	9.	 	Notices.





All notices, requests or other communications required hereunder shall be in writing and shall
be deemed to have been duly given or made if delivered personally or by courier service which
obtains a signed receipt upon delivery, or if mailed, by United States certified mail, postage
prepaid, return receipt requested, to the parties at the respective addresses first above written,
or at such other addresses as shall be specified in writing by either of the parties to the other
in accordance with the terms and conditions of this Section. Notices shall be deemed effective, if
delivered personally or by courier service, on the date personally delivered or, if mailed in
accordance herewith, then three (3) business days after mailing.




	 	10.	 	Assignment by Debtor Prohibited.





Neither this Agreement, nor the duties and obligations evidenced hereby, may be transferred,
conveyed, assigned or otherwise delegated by Debtor without the prior written consent of Secured
Party in each instance. Any such actual or attempted transfer, conveyance, assignment or
delegation shall be null, void and of no legal force or effect, shall convey no rights or benefits
to the purported transferee, shall release Debtor from no duty or obligation hereunder, and shall
be a material breach of this Agreement.




	 	11.	 	Binding Effect.





This Agreement shall inure to the benefit of, and remain fully binding upon, the parties
hereto and their respective successors, survivors and permitted assigns.




	 	12.	 	Governing Law, Jurisdiction and Venue.





THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ALL RESPECTS IN ACCORDANCE
WITH THE LAWS OF THE STATE OF WASHINGTON, WITHOUT GIVING EFFECT TO THE PRINCIPALS OR CONFLICTS OF
LAW. THE PARTIES HERETO CONSENT THAT ANY LEGAL OR EQUITY PROCEEDING BROUGHT IN CONNECTION WITH OR
ARISING OUT OF ANY MATTER RELATING TO THIS AGREEMENT, AND THE TRANSACTIONS TO WHICH IT RELATES,
SHALL BE INSTITUTED ONLY IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION WITHIN THE STATE AND
COUNTY WITHIN WHICH THE PRINCIPAL OFFICES OF THE SECURED PARTY SHALL BE LOCATED ON THE DATE THAT
ANY SUCH PROCEEDING IS COMMENCED. THE DEBTOR HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE
JURISDICTION, IN ANY SUCH MATTER, OF THE COURTS OF SUCH STATE AND COUNTY AND WAIVES ANY OBJECTION
DEBTOR MAY HAVE TO EITHER THE JURISDICTION OR VENUE OF SUCH COURTS. THE DEBTOR FURTHER CONSENTS AND
AGREES, WITHOUT LIMITING ANY OTHER METHOD OF OBTAINING JURISDICTION, THAT IN ANY ACTION OR
PROCEEDING COMMENCED UNDER THE TERMS OF THIS AGREEMENT, SERVICE OF A SUMMONS AND COMPLAINT, OR ANY
OTHER PROCESS, IN ANY ACTION OR PROCEEDING, SHALL BE SUFFICIENT IF MADE ON THE DEBTOR BY REGISTERED
OR CERTIFIED MAIL TO THE DEBTOR AT THE LAST KNOWN ADDRESS OF THE DEBTOR, WHETHER SUCH ADDRESS SHALL
BE WITHIN OR WITHOUT THE JURISDICTION OF THE COURT WHERE SUCH ACTION OR PROCEEDING IS PENDING, AND
DEBTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES PERSONAL SERVICE OF SUCH PROCESS.




	 	13.	 	Entire Agreement.





This Agreement sets forth the full and complete understanding between Debtor and Secured Party
with respect to the terms and conditions under which Debtor will grant Secured Party a security
interest in the Collateral as security for the Obligations.



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IN WITNESS WHEREOF, Debtor has executed this Agreement as of the day and year first above
written.



DEBTOR:



GRANDPARENTS.COM, LLC




By:       /s/ Joseph Bernstein




	 	 	Name:
Joseph Bernstein






	 	 	 	Title: Managing Director






By:       /s/ Steven Leber




	 	 	Name:
Steven Leber






	 	 	 	Title: Managing Director






FEDERAL IDENTIFICATION NUMBER OF DEBTOR:


27-2476091



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     

	 	 	 	 	 	 	 	 	 	 	 	 	 	SECURED PARTY:

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NORWESTECH, INC.

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	By:       /s/ Stanley L. Schloz

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Title:
	 	

	 	

	 	

	 	

	 	Name: Stanley L. Schloz

Title: President










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	 	 	STATE OF NEW
	 	YORK
	 	 	)	 	 	

)ss.:
	 	




	 	 	COUNTY OF
	 	NEW YORK
	 	 	 	 	 	 	)	 	 	








On the 21st day of December, in the year 2011, before me, the undersigned,
personally appeared Joseph Bernstein, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that, by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.




      /s/ Jasmine Torres



Notary Public



	 	 	 	 	 	 	 	 	 	 	 
	STATE OF NEW YORK
	 	 	)	 	 	 	 	 
	
 
	 	 	 	 	 	 	 	)ss.:

	COUNTY OF

	 	NEW YORK
	 	 	 	 	 	 	)	 






On the        day of December, in the year 2011, before me, the undersigned, personally appeared
Steven Leber, personally known to me or proved to me on the basis of satisfactory evidence to be
the individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that, by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.




      



Notary Public



3



	 	 	 	 	 	 	 	 	 
	STATE OF ARIZONA

	 	 	)	 	 	

)ss.:

	COUNTY OF MARICOPA

	 	 	 	 	 	 	)	 






On the 21st day of December, in the year 2011, before me, the undersigned,
personally appeared Stanley L. Schloz, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that, by his signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.



      /s/ Marie A. Maxwell



Notary Public




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