INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.13

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of May 25, 2005 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by each of the signatories hereto (collectively, the “Grantors”) in favor of Bear Xxxxxxx Corporate Lending Inc. as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

A. Insurance Auto Auctions, Inc., an Illinois corporation (the “Borrower”) (successor by merger to Axle Merger Sub, Inc., an Illinois corporation), and Axle Holdings, Inc., a Delaware corporation (“Holdings”), have entered into a Credit Agreement, dated as of May 19, 2005 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), the financial institutions from time to time party thereto as lenders (the “Lenders”), Bear, Xxxxxxx & Co. Inc. and Deutsche Bank Securities Inc. as joint lead arrangers and joint bookrunners, GMAC Commercial Finance LLC, ING Capital LLC and Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx Business Financial Services Inc., as co-documentation agents, Deutsche Bank Securities Inc., as syndication agent, and the Administrative Agent.

B. It is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered that certain Guarantee and Collateral Agreement, dated as of May 25, 2005 in favor of the Administrative Agent (as amended, supplemented, replaced or otherwise modified from time to time, the “Guarantee and Collateral Agreement”). Capitalized terms used and not defined herein have the meanings given such terms in the Credit Agreement or the Guarantee and Collateral Agreement, as applicable.

C. Under the terms of the Guarantee and Collateral Agreement, the Grantors have granted a security interest in certain Property, including without limitation certain Intellectual Property of the Grantors to the Administrative Agent, for the benefit of the Secured Parties, and have agreed as a condition thereof to execute this Intellectual Property Security Agreement for recording with the United States Patent and Trademark Office, the United States Copyright Office, and other applicable Governmental Authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors agree as follows:

SECTION 1. Grant of Security. Each Grantor hereby grants to the Administrative Agent for the benefit of the Secured Parties a security interest in and to all of such Grantor’s right, title and interest in and to all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations (as defined in the Guarantee and Collateral Agreement):

(a) (i) all United States trademarks, service marks, trade names, domain names, corporate names, company names, business names, trade dress, trade styles or logos and all registrations of and applications to register the foregoing (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted) and any new renewals thereof, including each registration and application identified in Schedule 1, (ii) the right to xxx or otherwise recover for any and all past, present and future

infringements and dilutions thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements and dilutions thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above;

(b) (i) all United States patents, patent applications, including without limitation each issued patent and patent application identified on Schedule 1, (ii) all inventions and improvements described and claimed therein, (iii) the right to xxx or otherwise recover for any and all past, present and future infringements thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever accruing thereunder or pertaining thereto;

(c) (i) all United States copyrights, whether or not the underlying works of authorship have been published, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including each registration identified on Schedule 1, (ii) the right to xxx or otherwise recover for any and all past, present and future infringements thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto; and

(d) any and all Proceeds of the foregoing.

SECTION 2. Recordation. Each Grantor authorizes and requests that the United States Register of Copyrights or the United States Commissioner of Patents and Trademarks, as applicable, record this Intellectual Property Security Agreement.

SECTION 3. Execution in Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or electronic pdf), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 4. Governing Law. This Intellectual Property Security Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 5. Conflict Provision. This Intellectual Property Security Agreement has been entered into in conjunction with the provisions of the Guarantee and Collateral Agreement and the Credit Agreement. The rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in addition to those set forth in the Guarantee and Collateral Agreement and the Credit Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Intellectual Property Security Agreement are in conflict with the Guarantee and Collateral Agreement or the Credit Agreement, the provisions of the Guarantee and Collateral Agreement or the Credit Agreement shall govern.

IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written.

INSURANCE AUTO AUCTIONS, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: VP and General Counsel

STATE OF ILLINOIS		)
		:		ss.:
COUNTY OF XXXX		)

On this 20th day of May, 2005, before me personally appeared Xxxxxx X. Xxxxxx , 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/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted executed the instrument.

/s/ Xxxx X. Xxxxxx

Notary Public

My commission expires:

BEAR XXXXXXX CORPORATE LENDING INC., as Administrative Agent
By:		/S/ R. XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Vice President

Schedule 1

Borrower/Grantor		Trademarks		Filing Date (Application Date)			Status		Registration No. (Application No.)
Insurance Auto Auctions, Inc.		BIDFAST		2/12/1991			Registered		1,782,221
Insurance Auto Auctions, Inc.		DATALINK		3/11/1996			Registered		2,382,030
Insurance Auto Auctions, Inc.		FASTTOW		2/12/1991			Registered		1,783,610
Insurance Auto Auctions, Inc.		FASTTRACK		2/12/1991			Registered		1,788,966
Insurance Auto Auctions, Inc.		IAA		5/17/1994			Registered		1,900,846
Insurance Auto Auctions, Inc.		IAA & Design		5/5/1994			Registered		1,899,150
Insurance Auto Auctions, Inc.		IAA AUCTION CLUB		4/11/1995			Registered		1,966,717
Insurance Auto Auctions, Inc.		IAA AUCTION CLUB & Design		5/15/1995			Registered		1,968,483
Insurance Auto Auctions, Inc.		INSURANCE AUTO AUCTIONS		11/20/2003			Pending		(78/330,562	)
Insurance Auto Auctions, Inc.		INSURANCE AUTO AUCTIONS (Supplemental Registered)		6/20/1990			Registered		1,839,138
Insurance Auto Auctions, Inc.		RUN & DRIVE		4/9/1999			Registered		2,387,323
Insurance Auto Auctions, Inc.		SUREPAY		2/12/1991			Registered		1,794,418
Insurance Auto Auctions, Inc.		VIC/SMARTLOSS		6/1/1995			Registered		1,980,959
Insurance Auto Auctions, Inc.		CSATODAY		(3/2/2005	)		Pending		(78/578,485	)

Borrower/Grantor		Trademarks		Filing Date (Application Date)			Status		Registration No. (Application No.)
Insurance Auto Auctions, Inc.		I-BID LIVE		(3/2/3005	)		Pending		(78/578,528	)