Exhibit 10.2
SECURITY AGREEMENT
SECURITY AGREEMENT (this "Agreement"), dated as of January 28, 2008 by and among
Aspyra, Inc., a California corporation ("Company"), and the secured parties
signatory hereto and their respective endorsees, transferees and assigns
(collectively, the "Secured Party").
W I T N E S S E T H:
WHEREAS, pursuant to a Loan Purchase Agreement, dated the date hereof, between
Company and the Secured Party (the "Purchase Agreement"), Company has agreed to
issue to the Secured Party and the Secured Party has agreed to purchase from
Company certain of Company's Secured Promissory Notes, due July 28, 2008 (the
"Notes"); and
WHEREAS, in order to induce the Secured Party to purchase the Notes, Company has
agreed to execute and deliver to the Secured Party this Agreement for the
benefit of the Secured Party and to grant to it a security interest in certain
property of the Company to secure the prompt payment, performance and discharge
in full of all of Company's obligations under the Notes, subject to Western
Commercial Bank's security interest in the Collateral, as defined below.
NOW, THEREFORE, in consideration of the agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1.
CERTAIN DEFINITIONS.
AS USED IN THIS AGREEMENT, THE FOLLOWING
TERMS SHALL HAVE THE MEANINGS SET FORTH IN THIS SECTION 1.
TERMS USED BUT NOT
OTHERWISE DEFINED IN THIS AGREEMENT THAT ARE DEFINED IN ARTICLE 9 OF THE UCC
(SUCH AS "GENERAL INTANGIBLES" AND "PROCEEDS") SHALL HAVE THE RESPECTIVE
MEANINGS GIVEN SUCH TERMS IN ARTICLE 9 OF THE UCC.
(A)
"COLLATERAL" MEANS THE COLLATERAL IN WHICH THE SECURED PARTY IS
GRANTED A SECURITY INTEREST BY THIS AGREEMENT AND WHICH SHALL INCLUDE THE
FOLLOWING, WHETHER PRESENTLY OWNED OR EXISTING OR HEREAFTER ACQUIRED OR COMING
INTO EXISTENCE, AND ALL ADDITIONS AND ACCESSIONS THERETO AND ALL SUBSTITUTIONS
AND REPLACEMENTS THEREOF, AND ALL PROCEEDS, PRODUCTS AND ACCOUNTS THEREOF,
INCLUDING, WITHOUT LIMITATION, ALL PROCEEDS FROM THE SALE OR TRANSFER OF THE
COLLATERAL AND OF INSURANCE COVERING THE SAME AND OF ANY TORT CLAIMS IN
CONNECTION THEREWITH:
(I)
ALL GOODS OF THE COMPANY, INCLUDING, WITHOUT LIMITATIONS, ALL
MACHINERY, EQUIPMENT, COMPUTERS, MOTOR VEHICLES, TRUCKS, TANKS, BOATS, SHIPS,
APPLIANCES, FURNITURE, SPECIAL AND GENERAL TOOLS, FIXTURES, TEST AND QUALITY
CONTROL DEVICES AND OTHER EQUIPMENT OF EVERY KIND AND NATURE AND WHEREVER
SITUATED, TOGETHER WITH ALL DOCUMENTS OF TITLE AND DOCUMENTS REPRESENTING THE
SAME, ALL ADDITIONS AND ACCESSIONS THERETO, REPLACEMENTS THEREFOR, ALL PARTS
THEREFOR, AND ALL SUBSTITUTES FOR ANY OF THE FOREGOING AND ALL OTHER ITEMS USED
AND USEFUL IN CONNECTION WITH THE COMPANY'S BUSINESSES AND ALL IMPROVEMENTS
THERETO (COLLECTIVELY, THE "EQUIPMENT"); AND
(II)
ALL INVENTORY OF THE COMPANY; AND
(III)
ALL OF THE COMPANY'S CONTRACT RIGHTS AND GENERAL INTANGIBLES,
INCLUDING, WITHOUT LIMITATION, ALL PARTNERSHIP INTERESTS, STOCK OR OTHER
SECURITIES, LICENSES, DISTRIBUTION AND OTHER AGREEMENTS, COMPUTER SOFTWARE
DEVELOPMENT RIGHTS, LEASES, FRANCHISES, CUSTOMER LISTS, QUALITY CONTROL
PROCEDURES, GRANTS AND RIGHTS, GOODWILL, TRADEMARKS, SERVICE MARKS, TRADE
STYLES, TRADE NAMES, PATENTS,