SECURITY AGREEMENT

Exhibit 10.2

SECURITY AGREEMENT

This Security Agreement (“ Agreement ”) is between Pursuit Capital, LLC (“ Secured Party ”) and Nationwide Financial Solutions, Inc. (“ Debtor ”).

1.1            Capitalized Terms . Unless defined elsewhere in this Agreement, capitalized terms used in this Agreement will have the meanings ascribed to them in the attached Appendix A.

1.2            UCC Terms . Unless the context clearly indicates otherwise, terms used in this Agreement that are defined in the Uniform Commercial Code will have the meanings ascribed to them in the Uniform Commercial Code.

2.1            Grant . As security for the full and prompt payment and performance of the Obligations, Debtor grants Secured Party a security interest in the Collateral.

Debtor authorizes Secured Party to file all financing statements that Secured Party deems reasonably necessary to perfect and continue Secured Party’s security interest in the Collateral. Debtor authorizes Secured Party to indicate on each financing statement that the financing statement covers all assets or all personal property of Debtor.

2.3            Termination . Upon the full payment of the Obligations, Secured Party will take all actions that Debtor deems reasonably necessary to terminate Secured Party’s security interest in the Collateral.

3.1            Authority . Debtor has full power and authority to sign and deliver this Agreement and to perform all of Debtor’s obligations under this Agreement.

3.2            Binding Obligation . This Agreement is the legal, valid, and binding obligation of Debtor, enforceable against Debtor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.

3.3            No Conflicts . The signing and delivery of this Agreement by Debtor and the performance by Debtor of all of Debtor’s obligations under this Agreement will not:

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(b)          breach any agreement to which Debtor is a party, or give any person the right to accelerate any obligation of Debtor;

(d)          require the consent, authorization, or approval of any person, including but not limited to any governmental body.

3.4            Ownership . Debtor has good title to the Collateral, free from all Encumbrances except Permitted Encumbrances.

3.5            Location of Debtor . Debtor is a Corporation duly organized and validly existing under the laws of the State of Nevada.

Upon Secured Party’s request, Debtor will:

(a)          permit Secured Party to inspect any Collateral in the possession of Debtor; and

(b)          permit Secured Party to inspect and copy Debtor’s books of account and records related to the Collateral.

Upon Debtor’s request, Secured Party will permit Debtor to inspect any Collateral in the possession of Secured Party.

(a)          Debtor fails to make any payment Obligation within 20 days after the due date of the payment;

(b)          Debtor fails to perform any non-payment Obligation within 60 days after Secured Party notifies Debtor of the failure to perform the Obligation when due;

(c)          any representation or warranty made by Debtor in this Agreement is found to have been untrue or misleading in any material respect as of the date of this Agreement;

(d)          Debtor voluntarily dissolves or ceases to exist, or any final and nonappealable order or judgment is entered against Debtor decreeing its dissolution;

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(e)          Debtor fails to pay, becomes insolvent or unable to pay, or admits in writing an inability to pay Debtor’s debts as they become due, or makes a general assignment for the benefit of creditors;

(f)           a proceeding with respect to Debtor is commenced under any applicable law for the benefit of creditors, including but not limited to any bankruptcy or insolvency law, or an order for the appointment of a receiver, liquidator, trustee, custodian, or other officer having similar powers over Debtor or the Collateral is entered;