ex10_1.htm


    
      

    

    EXHIBIT 10.1

     

    EXECUTION COPY

     

    SECURITY
AGREEMENT

    


    This
SECURITY AGREEMENT (this “Agreement”) is made
and entered into as of August 20, 2008, by and between ESPRE SOLUTIONS, INC., a
Nevada corporation (“Grantor”), and DALCOR
INC., a company organized under the laws of Panama (“Secured
Party”).

    


    WHEREAS,
pursuant to that certain Convertible Secured Promissory Note and Loan Agreement,
dated as of the date hereof, issued by Grantor in favor of Secured Party, the
other Persons from time to time signatory thereto as Company, and the other
Persons from time to time signatory thereto as Holder (as amended, restated,
supplemented or otherwise modified from time to time, the “Note”), the Secured
Party has agreed to make loans to Grantor; and

    


    WHEREAS,
in connection with the Note, Secured Party requires that Grantor execute and
deliver to the Secured Party this Agreement; and

    


    WHEREAS,
the Grantor wishes to grant a security interest in favor of the Secured Party as
herein provided.

    


    NOW,
THEREFORE, in consideration of the premises, the mutual covenants herein
contained and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

    


    1.             Definitions. Unless
otherwise defined herein, all terms defined in the Uniform Commercial Code of
the State and used herein shall have the same definitions herein as specified
therein.  However, if a term is defined in Article 9 of the Uniform
Commercial Code of the State differently than in another Article of the Uniform
Commercial Code of the State, the term has the meaning specified in Article
9.  All capitalized terms used but not defined herein shall have the
meanings provided in the Note.  Further, in this Agreement, the
following terms shall have the following meanings:

    


    “Copyright License”
means any and all rights now owned or hereafter acquired by Grantor under any
written agreement granting any right to use any Copyright or Copyright
registration.

    


    “Copyrights” means all
of the following now owned or hereafter adopted or acquired by such Grantor: (a)
all copyrights and general intangibles of like nature (whether registered or
unregistered), all registrations and recordings thereof, and all applications in
connection therewith, including all registrations, recordings and applications
in the United States Copyright Office or in any similar office or agency of the
United States, any state or territory thereof, or any other country or any
political subdivision thereof, and (b) all reissues, extensions or renewals
thereof.

    


    “Event of Default”
means:  (a) occurrence of an Event of Default (as defined in the Note)
or (b) the failure of the Grantor to (i) pay or perform any of the Obligations
as and when due to be paid or performed under the terms of the Note or (ii)
comply with any of the provisions of, or the incorrectness of any representation
or warranty contained in, this Agreement.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    “Intellectual
Property” means any and all domain names, Patents, Patent Licenses,
Copyrights, Copyright Licenses, Trademarks, and Trademark Licenses.

    


    “License” means any
Copyright License, Patent License, Trademark License or other license of rights
or interests now held or hereafter acquired by any Grantor.

    


    “Obligations” means
all of the indebtedness, obligations and liabilities of the Grantor to the
Secured Party, individually or collectively, whether direct or indirect, joint
or several, absolute or contingent, due or to become due, now existing or
hereafter arising under or in respect of the Note or other instruments or
agreements executed and delivered pursuant thereto or in connection therewith or
this Agreement.

    


    “Patent License” means
rights under any written agreement now owned or hereafter acquired by any
Grantor granting any right with respect to any invention on which a Patent is in
existence.

    


    “Patents” means, as to
any Person, all of the following in which such Person now holds or hereafter
acquires any interest: (a) all letters patent of the United States or any other
country, all registrations and recordings thereof, and all applications for
letters patent of the United States or of any other country, including
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State or any other country, and (b) all reissues, continuations,
continuations-in-part or extensions thereof.

    


    “State” means the
State of New York, the State of Nevada or any other applicable
jurisdiction.

    


    “Trademark License”
means rights under any written agreement now owned or hereafter acquired by any
Grantor granting any right to use any Trademark.

    


    “Trademarks” means, as
to any Person, all of the following now owned or hereafter adopted or acquired
by such Person: (a) all trademarks, trade names, corporate names, business
names, trade styles, service marks, logos, other source or business identifiers,
prints and labels on which any of the foregoing have appeared or appear, designs
and general intangibles of like nature (whether registered or unregistered), all
registrations and recordings thereof, and all applications in connection
therewith, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any state or territory thereof, or any other country or any
political subdivision thereof, (b) all reissues, extensions or renewals thereof,
and (c) all goodwill associated with or symbolized by any of the
foregoing.

    


    2.            
Grant of Security
Interest.  The Grantor hereby grants to the Secured Party, to
secure the payment and performance in full of all of the Obligations, a security
interest in and continuing lien on all of the personal property of Grantor,
wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof (all of the same being hereinafter referred to as
the “Collateral”),
including, but not limited to, the following:

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (a)

            	
              all
      accounts;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      chattel paper;

            


    

    


    
      	
               
      

            	
              (c)

            	
              all
      commercial tort claims listed on Schedule 2(c)
      attached hereto (as such schedule may be amended or supplemented from time
      to time);

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      documents;

            


    

    


    
      	
               
      

            	
              (e)

            	
              all
      deposit accounts;

            


    

    


    
      	
               
      

            	
              (f)

            	
              all
      general intangibles (include, but not limited to, payment intangibles,
      software and Intellectual
Property);

            


    

    


    
      	
               
      

            	
              (g)

            	
              all
      goods (including, but not limited to, equipment, inventory and
      fixtures);

            


    

    


    
      	
               
      

            	
              (h)

            	
              all
      instruments;

            


    

    


    
      	
               
      

            	
              (i)

            	
              all
      investment property;

            


    

    


    
      	
               
      

            	
              (j)

            	
              all
      letter-of-credit rights and supporting
  obligations;

            


    

    


    
      	
               
      

            	
              (k)

            	
              all
      money, cash or cash equivalents;

            


    

    


    
      	
               
      

            	
              (l)

            	
              to
      the extent not otherwise included, all proceeds, insurance claims and
      other rights to payments not otherwise included in the foregoing and
      products of the foregoing and all accessions to, substitutions and
      replacements for, and rents and profits of, each of the
      foregoing.

            


    

    


    3.            
Authorization to File
Financing Statements. The Grantor hereby irrevocably authorizes the
Secured Party at any time and from time to time to file in any filing office in
any Uniform Commercial Code jurisdiction any initial financing statements and
amendments thereto that (a) indicate the Collateral (i) as all assets of the
Grantor or words of similar effect, regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article 9 of the Uniform
Commercial Code of the State or such jurisdiction, or (ii) as being of an equal
or lesser scope or with greater detail, and (b) provide any other information
required by part 5 of Article 9 of the Uniform Commercial Code of the State or
such other jurisdiction for the sufficiency or filing office acceptance of any
financing statement or amendment, including, but not limited to, (i) whether the
Grantor is an organization, the type of organization and any organizational
identification number issued to the Grantor and, (ii) if applicable, in the case
of a financing statement filed as a fixture filing or indicating Collateral as
as-extracted collateral or timber to be cut, a sufficient description of real
property to which the Collateral relates. The Grantor agrees to furnish any such
information to the Secured Party promptly upon the Secured Party’s
request.

    


    
      
        
           


        

        
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    4.            
Other Actions.
To insure the attachment, perfection and priority of, and the ability of the
Secured Party to enforce, the Secured Party’s security interest in the
Collateral, the Grantor agrees, in each case at the Grantor’s expense, to take
the following actions with respect to the following Collateral and without
limitation on the Grantor’s other obligations contained in this
Agreement:

    


    4.1.           Instruments and Tangible
Chattel Paper. If the Grantor shall at any time hold or acquire any
instrument or tangible chattel paper, the Grantor shall promptly notify Secured
Party of such instrument or tangible chattel paper and forthwith endorse, assign
and deliver the same to the Secured Party, accompanied by such instruments of
transfer or assignment duly executed in blank as the Secured Party may from time
to time specify.  Grantor shall not create any instrument or chattel
paper without placing a legend on such instrument or chattel paper acceptable to
Secured Party indicating that Secured Party has a security interest in such
instrument or chattel paper.

    


    4.2.           Deposit Accounts. For
each deposit account that the Grantor at any time opens or maintains, the
Grantor shall, at the Secured Party’s request and option, pursuant to an
agreement in form and substance satisfactory to the Secured Party, cause the
depositary bank to agree to comply, without further consent of the Grantor, at
any time with instructions from the Secured Party to such depositary bank
directing the disposition of funds from time to time credited to such deposit
account.  The Secured Party agrees with the Grantor that the Secured
Party shall not give any such instructions to such depository bank or withhold
any withdrawal rights from the Grantor unless an Event of Default has occurred and is
continuing.

    


    4.3.           Investment Property.
If the Grantor shall at any time hold or acquire any certificated securities,
the Grantor shall promptly notify Secured Party of such certificated securities
and forthwith endorse, assign and deliver the same to the Secured Party,
accompanied by such instruments of transfer or assignment duly executed in blank
as the Secured Party may from time to time specify.  If any securities
now or hereafter acquired by the Grantor are uncertificated and are issued to
the Grantor or its nominee directly by the issuer thereof, the Grantor shall
immediately notify the Secured Party thereof and, at the Secured Party’s request
and option, pursuant to an agreement in form and substance satisfactory to the
Secured Party, either (a) cause the issuer to agree to comply, without further
consent of the Grantor or such nominee, at any time with instructions from the
Secured Party as to such securities, or (b) arrange for the Secured Party to
become the registered owner of the securities.  If any securities,
whether certificated or uncertificated, or other investment property now or
hereafter acquired by the Grantor are held by the Grantor or its nominee through
a securities intermediary or commodity intermediary, the Grantor shall
immediately notify the Secured Party thereof and, at the Secured Party’s request
and option, pursuant to an agreement in form and substance satisfactory to the
Secured Party, either (i) cause such securities intermediary or (as the case may
be) commodity intermediary to agree to comply, in each case without further
consent of the Grantor or such nominee, at any time with entitlement orders or
other instructions from the Secured Party to such securities intermediary as to
such securities or other investment property, or (as the case may be) to apply
any value distributed on account of any commodity contract as directed by the
Secured Party to such commodity intermediary, or (ii) in the case of financial
assets or other investment property held through a securities intermediary,
arrange for the Secured Party to become the entitlement holder with respect to
such investment property, with the Grantor being permitted, only with the
consent of the Secured Party, to exercise rights to withdraw or otherwise deal
with such investment property.  The Secured Party agrees with the
Grantor that the Secured Party shall not give any such entitlement orders or
instructions or directions to any such issuer, securities intermediary or
commodity intermediary, and shall not withhold its consent to the exercise of
any withdrawal or dealing rights by the Grantor, unless an Event of Default has
occurred and is continuing.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    4.4.           Collateral in the Possession
of a Third Party.  If any Collateral is at any time in the
possession of a person other than the Grantor, the Secured Party, or a lessee of
such Collateral from the Grantor in the ordinary course of the Grantor’s
business, the Grantor shall promptly notify the Secured Party thereof and, at
the Secured Party’s request and option, shall promptly obtain an acknowledgement
from such third party, in form and substance satisfactory to the Secured Party,
that such third party holds such Collateral for the benefit of the Secured Party
and such third party’s agreement to comply, without further consent of the
Grantor, at any time with instructions of the Secured Party as to such
Collateral.  The Secured Party agrees with the Grantor that the
Secured Party shall not give any such instructions to such third party unless an
Event of Default has occurred and is continuing.

    


    4.5.           Electronic Chattel Paper,
Electronic Documents and Transferable Records. If the Grantor at any time
holds or acquires an interest in any electronic chattel paper, any electronic
document or any “transferable record,” as that term is defined in Section 201 of
the federal Electronic Signatures in Global and National Commerce Act, or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction, the Grantor shall promptly notify the Secured Party
thereof and, at the request and option of the Secured Party, shall take such
action as the Secured Party may reasonably request to vest in the Secured Party
control, under Section 9-105 of the Uniform Commercial Code of the State or any
other relevant jurisdiction, of such electronic chattel paper, control, under
Section 7-106 of the Uniform Commercial Code of the State or any other relevant
jurisdiction, of such electronic document or control, under Section 201 of the
federal Electronic Signatures in Global and National Commerce Act or, as the
case may be, Section 16 of the Uniform Electronic Transactions Act, as so in
effect in such jurisdiction, of such transferable record.  The Secured
Party agrees with the Grantor that the Secured Party will arrange, pursuant to
procedures satisfactory to the Secured Party and so long as such procedures will
not result in the Secured Party’s loss of control, for the Grantor to make
alterations to the electronic chattel paper, electronic document or transferable
record permitted under Section 9-105 of the Uniform Commercial Code of the
State, Section 7-106 of the Uniform Commercial Code of the State or, as the case
may be, Section 201 of the federal Electronic Signatures in Global and National
Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a
party in control to make without loss of control, unless an Event of Default has
occurred and is continuing. The provisions of this Section 4.5 relating to
electronic documents and “control” under Section 7-106 of the Uniform Commercial
Code apply in the event that the 2003 revisions to Article 7, with amendments to
Article 9, of the Uniform Commercial Code, in substantially the form approved by
the American Law Institute and the National Conference of Commissioners on
Uniform State Laws, are now or hereafter adopted and become effective in the
State or in any other relevant jurisdiction.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    4.6.           Letter-of-credit
Rights. If the Grantor is at any time a beneficiary under a letter of
credit now or hereafter, the Grantor shall promptly notify the Secured Party
thereof and, at the request and option of the Secured Party, the Grantor shall,
pursuant to an agreement in form and substance satisfactory to the Secured
Party, either (i) arrange for the issuer and any confirmer or other nominated
person of such letter of credit to consent to an assignment to the Secured Party
of the proceeds of the letter of credit or (ii) arrange for the Secured Party to
become the transferee beneficiary of the letter of credit, with the Secured
Party agreeing, in each case, that the proceeds of the letter to credit are to
be applied as provided in the Note.

    


    4.7.           Commercial Tort
Claims. If the Grantor shall hereafter acquire a commercial tort claim,
the Grantor shall promptly notify the Secured Party of the particulars thereof
and enter into a supplement to this Agreement granting to the Secured Party a
security interest in such commercial tort claim and in the proceeds
thereof.

    


    4.8.           Other Actions as to any and
all Collateral. The Grantor further agrees, upon request of the Secured
Party and at the Secured Party’s option, to take any and all other actions as
the Secured Party may determine to be necessary or useful for the attachment,
perfection and priority of, and the ability of the Secured Party to enforce, the
Secured Party’s security interest in any and all of the Collateral, including
(a) executing (to the extent, if any, that the Grantor’s signature thereon is
required therefor), delivering and, where appropriate, filing financing
statements and amendments relating thereto under the Uniform Commercial Code of
any relevant jurisdiction, (b) causing the Secured Party’s name to be noted as
secured party on any certificate of title for a titled good if such notation is
a condition to attachment, perfection or priority of, or ability of the Secured
Party to enforce, the Secured Party’s security interest in such Collateral, (c)
complying with any provision of any statute, regulation or treaty of the United
States as to any Collateral if compliance with such provision is a condition to
attachment, perfection or priority of, or ability of the Secured Party to
enforce, the Secured Party’s security interest in such Collateral, (d) obtaining
governmental and other third party waivers, consents and approvals in form and
substance satisfactory to the Secured Party, including any consent of any
licensor, lessor or other person obligated on Collateral and any party or
parties whose consent is required for the security interest of the Secured Party
to attach under Section 2, (e) obtaining waivers from mortgagees and landlords
in form and substance satisfactory to the Secured Party and (f) taking all
actions under any earlier versions of the Uniform Commercial Code or under any
other law, as reasonably determined by the Secured Party to be applicable in any
relevant Uniform Commercial Code or other jurisdiction, including any foreign
jurisdiction.

    


    5.            
Representations and
Warranties Concerning Grantor’s Legal Status. The Grantor represents and
warrants to the Secured Party as follows: (a) the Grantor’s exact legal name is
“ESPRE  SOLUTIONS, INC.”, (b) the Grantor is a corporation and the
state of organization of Grantor is Nevada, (c) the Grantor’s organizational
identification number, if any, is C19663-2004, and (d) the address of Grantor’s
chief executive office is 5700 West Plano Texas Parkway, Suite 2600, Plano,
Texas 75093.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    6.            
Covenants Concerning
Grantor’s Legal Status. The Grantor covenants with the Secured Party as
follows: (a) without providing at least thirty (30) days prior written notice to
the Secured Party, the Grantor will not change its name, the location of its
chief executive office, or organizational identification number and (b) without
the prior written consent of Secured Party, the Grantor will not change its type
of organization, state of organization or other legal structure.

    


    7.            
Representations and
Warranties Concerning Collateral, Etc.

    


    7.1.           General. The Grantor
further represents and warrants to the Secured Party as follows: (a) the Grantor
is the sole and exclusive owner of or has other rights in or power to use or
transfer the Collateral, free from any right or claim of any person or any
adverse lien, security interest or other encumbrance, except for the security
interest created by this Agreement, (b) none of the Collateral constitutes, or
is the proceeds of, “farm products” as defined in Section 9-102(a)(34) of the
Uniform Commercial Code of the State, (c) none of the account debtors or other
persons obligated on any of the Collateral is a governmental authority covered
by the Federal Assignment of Claims Act or like federal, state or local statute
or rule in respect of such Collateral, (d) the Grantor holds no commercial tort
claim except as indicated on Schedule 2(c)
attached hereto, (e) the Grantor has at all times operated its business in
compliance with all applicable provisions of the federal Fair Labor Standards
Act, as amended, and with all applicable provisions of federal, state and local
statutes and ordinances dealing with the control, shipment, storage or disposal
of hazardous materials or substances, and (f) all Collateral consisting of goods
is located in the following locations(s): 5700 West Plano Texas Parkway, Suite
2600, Plano, Texas 75093..

    


    7.2.           Intellectual
Property.  The Grantor further represents and warrants to the
Secured Party: (a) as of the date hereof, no Grantor has an interest in, or
title to, any Patent, Patent License, Trademark, Trademark License, Copyright,
Copyright License or internet domain name except as set forth in Schedule 7.2
hereto, (b) all Intellectual Property of Grantor is subsisting and has not been
adjudged invalid or unenforceable, in whole or in part, and Grantor has
performed all acts and has paid all renewal, maintenance, and other fees and
taxes required to maintain each and every registration and application of
Intellectual Property in full force and effect, (c) to the best of Grantor’s
knowledge, no third party is infringing upon any Intellectual Property owned or
used by such Grantor, or any of its respective licensees, (d) Grantor has not
made a previous assignment, sale, transfer or agreement constituting a present
or future assignment, sale, transfer or agreement of any Intellectual Property
that has not been terminated or released, (e) the conduct of Grantor’s business
does not infringe upon any trademark, patent, copyright, trade secret or similar
intellectual property right owned or controlled by a third party; no claim has
been made that the use of any Intellectual Property owned or used by Grantor (or
any of its respective licensees) violates the asserted rights of any third
party, and (f) this Agreement is effective to create a valid and continuing
first-priority Lien on and, upon filing of (i) a Copyright Security Agreement
with the United States Copyright Office, (ii) a Patent Security Agreement
and a Trademark Security Agreement with the United States Patent and Trademark
Office, and (iii) appropriate financing statements in the Grantor’s state
of organization, perfected Liens in favor of Secured Party, on Grantors’
Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright
Licenses and internet domain names and such perfected Liens are enforceable as
such as against any and all creditors of and purchasers from Grantor and all
actions necessary to protect and perfect Secured Party’s Lien on Grantor’s
Intellectual Property have been duly taken.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    7.3.           Motor
Vehicles.  The Grantor further represents and warrants to
Secured Party as follows:  Upon the occurrence and during the
continuation of any Event of Default, Grantor shall, upon the request of Secured
Party, deliver to Secured Party a motor vehicle certificate of title for all
motor vehicles owned by it (whether then owned or thereafter acquired) and shall
cause Secured Party’s Lien to be noted on those title certificates by the
appropriate state motor vehicle office.

    


    8.             
Covenants Concerning
Collateral, Etc.

    


    8.1.           General. The Grantor
further covenants with the Secured Party as follows: (a) except for the security
interest herein granted and liens permitted by the Note, the Grantor shall be
the owner of or have other rights in the Collateral free from any right or claim
of any other person or any lien, security interest or other encumbrance, and the
Grantor shall defend the same against all claims and demands of all persons at
any time claiming the same or any interests therein adverse to the Secured
Party, (c) the Grantor shall not pledge, mortgage or create, or suffer to exist
any right of any person in or claim by any person to the Collateral, or any
security interest, lien or other encumbrance in the Collateral in favor of any
person, or become bound (as provided in Section 9-203(d) of the Uniform
Commercial Code of the State or any other relevant jurisdiction or otherwise) by
a security agreement in favor of any person as secured party, other than the
Secured Party, except for liens permitted by the Note, (d) the Grantor will keep
the Collateral in good order and repair and will not use the same in violation
of law or any policy of insurance thereon, (e) the Grantor will permit the
Secured Party, or its designee, to inspect the Collateral at any reasonable
time, wherever located, (f) the Grantor will pay promptly when due all taxes,
assessments, governmental charges and levies upon the Collateral or incurred in
connection with the use or operation of such Collateral or incurred in
connection with this Agreement, (g) the Grantor will continue to operate its
business in compliance with all applicable provisions of the federal Fair Labor
Standards Act, as amended, and with all applicable provisions of federal, state
and local statutes and ordinances dealing with the control, shipment, storage or
disposal of hazardous materials or substances, (h) the Collateral shall remain
personal property at all times and the Grantor shall not affix any of the
Collateral to any real property in any manner which would change its nature from
that of personal property to real property or to a fixture, and (i) the Grantor
will not sell or otherwise dispose, or offer to sell or otherwise dispose, of
the Collateral or any interest therein unless otherwise expressly permitted by
the Note.

    


    
      
        
           


        

        
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    8.2.           Intellectual
Property.  The Grantor further covenants with the Secured Party
as follows: (a) Grantor  shall not do any act or omit to do any act
whereby any of the Intellectual Property of Grantor may lapse, or become
abandoned, dedicated to the public, or unenforceable, or which would adversely
affect the validity, grant, or enforceability of the security interest granted
therein, provided, that
Grantor shall notify Secure Party promptly if such Grantor knows or has reason
to know that any application or registration relating to any Intellectual
Property may become abandoned or dedicated, or of any adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
the United States Copyright Office or any court) regarding such Grantor’s
ownership of any Intellectual Property, its right to register the same, or to
keep and maintain the same, (b) Grantor shall notify Secured Party promptly of
any application for the registration of any Patent, Trademark or Copyright with
the United States Patent and Trademark Office, the United States Copyright
Office or any similar office or agency filed by such Grantor since the date of
this Agreement or otherwise not previously disclosed, either directly or
indirectly through any agent, employee, licensee or designee, and, upon request
of Secured Party, Grantor shall execute and deliver any and all documents or
agreements Secured Party may request to evidence Secured Party’s Lien on such
Patent, Trademark or Copyright, and the general intangibles of Grantor relating
thereto or represented thereby, (c) Grantor shall take all actions necessary in
its reasonable business judgment or requested by Secured Party, including any
proceeding before the United States Patent and Trademark Office, the United
States Copyright Office or any similar federal or state office or agency to
maintain and pursue each application, to obtain the relevant registration and to
maintain the registration of each of Grantor’s Intellectual Property (now or
hereafter existing), including the filing of applications for renewal,
affidavits of use, affidavits of non-contestability and opposition and
interference and cancellation proceedings, and (d) in the event that any
Intellectual Property is infringed upon, or misappropriated or diluted by a
third party, such shall, unless Grantor shall reasonably determine that such
Intellectual Property is in no way material to the conduct of its business or
operations, promptly sue or take such other action as is appropriate under the
circumstances for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and shall
take such other actions as Secured Party shall deem appropriate under the
circumstances to protect such Intellectual Property.

    


    9.             
Insurance.

    


    9.1.           Maintenance of
Insurance. The Grantor will maintain with financially sound and reputable
insurers reasonably acceptable to Secured Party insurance with respect to its
properties and business against such casualties and contingencies as shall be in
accordance with general practices of businesses engaged in similar activities in
similar geographic areas.  Such insurance shall be in such minimum
amounts that the Grantor will not be deemed a co-insurer under applicable
insurance laws, regulations and policies and otherwise shall be in such amounts,
contain such terms, be in such forms and be for such periods as may be
reasonably satisfactory to the Secured Party.  In addition, all such
insurance shall be payable to the Secured Party as additional insured (with
respect to liability insurance policies) or loss payee (with respect to property
insurance policies).  Without limiting the foregoing, the Grantor will
(i) keep all of its physical property insured with casualty or physical hazard
insurance on an “all risks” basis, with broad form flood and earthquake
coverages and electronic data processing coverage, with a full replacement cost
endorsement and an “agreed amount” clause in an amount equal to 100% of the full
replacement cost of such property, (ii) maintain all such workers’ compensation
or similar insurance as may be required by law and (iii) maintain, in amounts
and with deductibles equal to those generally maintained by businesses engaged
in similar activities in similar geographic areas, general public liability
insurance against claims of bodily injury, death or property damage occurring,
on, in or about the properties of the Grantor; business interruption insurance;
and product liability insurance.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    9.2.           Insurance Proceeds.
The proceeds of any casualty insurance in respect of any casualty loss of any of
the Collateral shall, subject to the rights, if any, of other parties with an
interest having priority in the property covered thereby, (i) so long as no
Event of Default has occurred and is continuing and to the extent that the
amount of such proceeds is less than $10,000, be disbursed to the Grantor for
direct application by the Grantor solely to the repair or replacement of the
Grantor’s property so damaged or destroyed and (ii) in all other circumstances,
be held by the Secured Party as cash collateral for the Obligations. The Secured
Party may, at its sole option, disburse from time to time all or any part of
such proceeds so held as cash collateral, upon such terms and conditions as the
Secured Party may reasonably prescribe, for direct application by the Grantor
solely to the repair or replacement of the Grantor’s property so damaged or
destroyed, or the Secured Party may apply all or any part of such proceeds to
the Obligations.

    


    9.3.           Continuation of
Insurance. All policies of insurance shall provide for at least thirty
(30) days prior written cancellation notice to the Secured Party.  In
the event of failure by the Grantor to provide and maintain insurance as herein
provided, the Secured Party may, at its option, provide such insurance and
charge the amount thereof to the Grantor.  The Grantor shall furnish
the Secured Party with certificates of insurance and policies evidencing
compliance with the foregoing insurance provision.

    


    10.           Collateral Protection
Expenses; Preservation of Collateral.

    


    10.1.         Expenses Incurred by Secured
Party. In the Secured Party’s discretion, the Secured Party may discharge
taxes and other encumbrances at any time levied or placed on any of the
Collateral, make repairs thereto and pay any necessary filing fees or insurance
premiums, in each case to the extent that the Grantor fails to do
so.  The Grantor agrees to reimburse the Secured Party on demand for
all expenditures so made. The Secured Party shall have no obligation to the
Grantor to make any such expenditures, nor shall the making thereof be construed
as a waiver or cure any Event of Default.

    


    10.2.         Secured Party’s Obligations
and Duties. Anything herein to the contrary notwithstanding, the Grantor
shall remain obligated and liable under each contract or agreement comprised in
the Collateral to be observed or performed by the Grantor
thereunder.  The Secured Party shall not have any obligation or
liability under any such contract or agreement by reason of or arising out of
this Agreement or the receipt by the Secured Party of any payment relating to
any of the Collateral, nor shall the Secured Party be obligated in any manner to
perform any of the obligations of the Grantor under or pursuant to any such
contract or agreement, to make inquiry as to the nature or sufficiency of any
payment received by the Secured Party in respect of the Collateral or as to the
sufficiency of any performance by any party under any such contract or
agreement, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to the Secured Party or to which the Secured Party may be entitled at
any time or times.  The Secured Party’s sole duty with respect to the
custody, safe keeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the Uniform Commercial Code of the State or
otherwise, shall be to deal with such Collateral in the same manner as the
Secured Party deals with similar property for its own account.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    11.           Securities and
Deposits. The Secured Party may at any time following and during the
continuance of an Event of Default, at its option, transfer to itself or any
nominee any securities constituting Collateral, receive any income thereon and
hold such income as additional Collateral or apply it to the
Obligations.  Whether or not any Obligations are due, the Secured
Party may following and during the continuance of an Event of Default demand,
sue for, collect, or make any settlement or compromise which it deems desirable
with respect to the Collateral. Regardless of the adequacy of Collateral or any
other security for the Obligations, any deposits or other sums at any time
credited by or due from the Secured Party to the Grantor may at any time be
applied to or set off against any of the Obligations.

    


    12.           Notification to Account
Debtors and Other Persons Obligated on Collateral. The Grantor shall, at
the request and option of the Secured Party, notify account debtors and other
persons obligated on any of the Collateral of the security interest of the
Secured Party in any account, chattel paper, general intangible, instrument or
other Collateral and that payment thereof is to be made directly to the Secured
Party or to any financial institution designated by the Secured Party as the
Secured Party’s agent therefor, and the Secured Party may itself, without notice
to or demand upon the Grantor, so notify account debtors and other persons
obligated on Collateral.  After the making of such a request or the
giving of any such notification, the Grantor shall hold any proceeds of
collection of accounts, chattel paper, general intangibles, instruments and
other Collateral received by the Grantor as trustee for the Secured Party
without commingling the same with other funds of the Grantor and shall turn the
same over to the Secured Party in the identical form received, together with any
necessary endorsements or assignments.  The Secured Party shall apply
the proceeds of collection of accounts, chattel paper, general intangibles,
instruments and other Collateral received by the Secured Party to the
Obligations, such proceeds to be immediately credited after final payment in
cash or other immediately available funds of the items giving rise to
them.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    13.           Power of
Attorney.

    


    13.1.         Appointment and Powers of
Secured Party. The Grantor hereby irrevocably constitutes and appoints
the Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorneys-in-fact with full irrevocable
power and authority in the place and stead of the Grantor or in the Secured
Party’s own name, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or useful to accomplish the purposes of this
Agreement and, without limiting the generality of the foregoing, hereby gives
said attorneys the power and right, on behalf of the Grantor, without notice to
or assent by the Grantor, to do the following: (a) upon the occurrence and
during the continuance of an Event of Default, generally to sell, transfer,
pledge, make any agreement with respect to or otherwise dispose of or deal with
any of the Collateral in such manner as is consistent with the Uniform
Commercial Code of the State or any other relevant jurisdiction and as fully and
completely as though the Secured Party were the absolute owner thereof for all
purposes, and to do, at the Grantor’s expense, at any time, or from time to
time, all acts and things which the Secured Party deems necessary or useful to
protect, preserve or realize upon the Collateral and the Secured Party’s
security interest therein, in order to effect the intent of this Agreement, all
no less fully and effectively as the Grantor might do, including, without
limitation, (i) the filing and prosecuting of registration and transfer
applications with the appropriate federal, state or local agencies or
authorities with respect to trademarks, copyrights and patentable inventions and
processes, (ii) upon written notice to the Grantor, the exercise of voting
rights with respect to voting securities, which rights may be exercised, if the
Secured Party so elects, with a view to causing the liquidation of assets of the
issuer of any such securities and (iii) the execution, delivery and recording,
in connection with any sale or other disposition of any Collateral, of the
endorsements, assignments or other instruments of conveyance or transfer with
respect to such Collateral; and (b) to the extent that the Grantor’s
authorization given in Section 3 is not sufficient, to file such financing
statements with respect hereto, with or without the Grantor’s signature, or a
photocopy of this Agreement in substitution for a financing statement, as the
Secured Party may deem appropriate and to execute in the Grantor’s name such
financing statements and amendments thereto and continuation statements which
may require the Grantor’s signature.

    


    13.2.        
Ratification by
Grantor. To the extent permitted by law, the Grantor hereby ratifies all
that said attorneys shall lawfully do or cause to be done by virtue
hereof.  This power of attorney is a power coupled with an interest
and is irrevocable.

    


    13.3.         No Duty on Secured
Party. The powers conferred on the Secured Party hereunder are solely to
protect its interests in the Collateral and shall not impose any duty upon it to
exercise any such powers.  The Secured Party shall be accountable only
for the amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees or agents
shall be responsible to the Grantor for any act or failure to act, except for
the Secured Party’s own gross negligence or willful misconduct.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    14.           Rights and Remedies.
If an Event of Default shall have occurred and be continuing, the Secured Party,
without any other notice to or demand upon the Grantor, shall have in any
jurisdiction in which enforcement hereof is sought, in addition to all other
rights and remedies, the rights and remedies of a secured party under the
Uniform Commercial Code of the State or any other relevant jurisdiction and any
additional rights and remedies as may be provided to a secured party in any
jurisdiction in which Collateral is located, including, without limitation, the
right to take possession of the Collateral, and for that purpose the Secured
Party may, so far as the Grantor can give authority therefor, enter upon any
premises on which the Collateral may be situated and remove the same
therefrom.  The Secured Party may in its discretion require the
Grantor to assemble all or any part of the Collateral at such location or
locations within the jurisdiction(s) of the Grantor’s principal office(s) or at
such other locations as the Secured Party may reasonably
designate.  Unless the Collateral is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, the Secured Party shall give to the Grantor at least five (5) Business
Days prior written notice of the time and place of any public sale of Collateral
or of the time after which any private sale or any other intended disposition is
to be made.  The Grantor hereby acknowledges that five (5) Business
Days prior written notice of such sale or sales shall be reasonable
notice.  In addition, the Grantor waives any and all rights that it
may have to a judicial hearing in advance of the enforcement of any of the
Secured Party’s rights and remedies hereunder, including, without limitation,
its right following an Event of Default to take immediate possession of the
Collateral and to exercise its rights and remedies with respect
thereto.

    


    15.           Standards for Exercising
Rights and Remedies. To the extent that applicable law imposes duties on
the Secured Party to exercise remedies in a commercially reasonable manner, the
Grantor acknowledges and agrees that it is not commercially unreasonable for the
Secured Party (a) to fail to incur expenses to prepare Collateral for
disposition or otherwise to fail to complete raw material or work in process
into finished goods or other finished products for disposition, (b) to fail to
obtain third party consents for access to Collateral to be disposed of, or to
obtain or, if not required by other law, to fail to obtain governmental or third
party consents for the collection or disposition of Collateral to be collected
or disposed of, (c) to fail to exercise collection remedies against account
debtors or other persons obligated on Collateral or to fail to remove liens or
encumbrances on or any adverse claims against Collateral, (d) to exercise
collection remedies against account debtors and other persons obligated on
Collateral directly or through the use of collection agencies and other
collection specialists, (e) to advertise dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (f) to contact other persons, whether or not in the
same business as the Grantor, for expressions of interest in acquiring all or
any portion of the Collateral, (g) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the collateral is of
a specialized nature, (h) to dispose of Collateral by utilizing Internet sites
that provide for the auction of assets of the types included in the Collateral
or that have the reasonable capability of doing so, or that match buyers and
sellers of assets, (i) to dispose of assets in wholesale rather than retail
markets, (j) to disclaim disposition warranties, (k) to purchase insurance or
credit enhancements to insure the Secured Party against risks of loss,
collection or disposition of Collateral or to provide to the Secured Party a
guaranteed return from the collection or disposition of Collateral, or (l) to
the extent deemed appropriate by the Secured Party, to obtain the services of
other brokers, investment bankers, consultants and other professionals to assist
the Secured Party in the collection or disposition of any of the Collateral. The
Grantor acknowledges that the purpose of this Section 15 is to provide
non-exhaustive indications of what actions or omissions by the Secured Party
would fulfill the Secured Party’s duties under the Uniform Commercial Code of
the State or any other relevant jurisdiction in the Secured Party’s exercise of
remedies against the Collateral and that other actions or omissions by the
Secured Party shall not be deemed to fail to fulfill such duties solely on
account of not being indicated in this Section 15.  Without limitation
upon the foregoing, nothing contained in this Section 15 shall be construed to
grant any rights to the Grantor or to impose any duties on the Secured Party
that would not have been granted or imposed by this Agreement or by applicable
law in the absence of this Section 15.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    16.           No Waiver by Secured Party,
Etc. The Secured Party shall not be deemed to have waived any of its
rights and remedies in respect of the Obligations or the Collateral unless such
waiver shall be in writing and signed by the Secured Party.  No delay
or omission on the part of the Secured Party in exercising any right or remedy
shall operate as a waiver of such right or remedy or any other right or
remedy.  A waiver on any one occasion shall not be construed as a bar
to or waiver of any right or remedy on any future occasion. All rights and
remedies of the Secured Party with respect to the Obligations or the Collateral,
whether evidenced hereby or by any other instrument or papers, shall be
cumulative and may be exercised singularly, alternatively, successively or
concurrently at such time or at such times as the Secured Party deems
expedient.

    


    17.           Suretyship Waivers by
Grantor. The Grantor waives demand, notice, protest, notice of acceptance
of this Agreement, notice of loans made, credit extended, Collateral received or
delivered or other action taken in reliance hereon and all other demands and
notices of any description.  With respect to both the Obligations and
the Collateral, the Grantor assents to any extension or postponement of the time
of payment or any other indulgence, to any substitution, exchange or release of
or failure to perfect any security interest in any Collateral, to the addition
or release of any party or person primarily or secondarily liable, to the
acceptance of partial payment thereon and the settlement, compromising or
adjusting of any thereof, all in such manner and at such time or times as the
Secured Party may deem advisable.  The Secured Party shall have no
duty as to the collection or protection of the Collateral or any income
therefrom, the preservation of rights against prior parties, or the preservation
of any rights pertaining thereto beyond the safe custody thereof as set forth in
Section 10.2.  The Grantor further waives any and all other suretyship
defenses.

    


    18.           Marshaling. The
Secured Party shall not be required to marshal any present or future collateral
security (including but not limited to the Collateral) for, or other assurances
of payment of, the Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order, and all of its
rights and remedies hereunder and in respect of such collateral security and
other assurances of payment shall be cumulative and in addition to all other
rights and remedies, however existing or arising.  To the extent that
it lawfully may, the Grantor hereby agrees that it will not invoke any law
relating to the marshaling of collateral which might cause delay in or impede
the enforcement of the Secured Party’s rights and remedies under this Agreement
or under any other instrument creating or evidencing any of the Obligations or
under which any of the Obligations is outstanding or by which any of the
Obligations is secured or payment thereof is otherwise assured, and, to the
extent that it lawfully may, the Grantor hereby irrevocably waives the benefits
of all such laws.

    


    19.           Proceeds of Dispositions;
Expenses. The Grantor shall pay to the Secured Party on demand any and
all expenses, including reasonable attorneys’ fees and disbursements, incurred
or paid by the Secured Party in protecting, preserving or enforcing the Secured
Party’s rights and remedies under or in respect of any of the Obligations or any
of the Collateral.  After deducting all of said expenses, the residue
of any proceeds of collection or sale or other disposition of Collateral shall,
to the extent actually received in cash, be applied to the payment of the
Obligations in such order or preference as the Secured Party may determine,
proper allowance and provision being made for any Obligations not then
due.  Upon the final payment and satisfaction in full of all of the
Obligations and after making any payments required by Sections 9-608(a)(1)(C) or
9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be
returned to the Grantor.  In the absence of final payment and
satisfaction in full of all of the Obligations, the Grantor shall remain liable
for any deficiency.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    20.           Overdue Amounts.
Until paid, all amounts due and payable by the Grantor hereunder shall be a debt
secured by the Collateral and shall bear, whether before or after judgment,
interest at the rate equal to the highest interest rate allowed by the laws of
the State or as otherwise provided by the Note.

    


    21.           Governing
Law; Consent to Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES).  WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING
TO THIS AGREEMENT, THE GRANTOR IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE CITY OF NEW YORK AND THE
UNITED STATES DISTRICT COURT LOCATED IN THE CITY OF NEW YORK AND HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  SUBJECT TO APPLICABLE LAW, THE GRANTOR AGREES THAT FINAL
JUDGMENT AGAINST IT IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON THE JUDGMENT, A
CERTIFIED COPY OF WHICH JUDGMENT SHALL BE CONCLUSIVE EVIDENCE THEREOF AND THE
AMOUNT OF ITS INDEBTEDNESS, OR BY SUCH OTHER MEANS PROVIDED BY LAW; PROVIDED, HOWEVER, NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT) OR ANY OTHER SECURITY
FOR THE OBLIGATIONS UNDER THE NOTE OR THIS AGREEMENT, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF SECURED PARTY.  GRANTOR HEREBY
EXPRESSLY (A) SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
OR SUIT COMMENCED IN ANY SUCH COURT, (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS, AND (C)
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.  GRANTOR HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF ANY SUCH SUMMONS, COMPLAINT OR OTHER PROCESS MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GRANTOR AT THE ADDRESS SET FORTH IN
SECTION 23 HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAIL, PROPER POSTAGE PREPAID.

    


    
      
        
           


        

        
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    22.           Waiver
of Jury Trial. TO THE FULLEST
EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND ANY
OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH.  EACH PARTY HERETO
(I) CERTIFIES THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR
ATTORNEYS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

    


    23.           Notices.  Except
as otherwise provided herein, whenever it is provided herein that any notice,
demand, request, consent, approval, declaration or other communication shall or
may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give or serve upon any other a
communication with respect to this Agreement, each such notice, demand, request,
consent, approval, declaration or other communication shall be in writing and
will be deemed to have been delivered (i) upon receipt, when delivered
personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii)
three (3) days after being sent by U.S. certified mail, return receipt
requested, or (iv) one (1) day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:

    


    If to the
Grantor, to:

    


    Espre
Solutions, Inc.

    5700 W.
Plano Parkway, Suite 2600

    Plano,
Texas 75093

    
      	
               
      

            	
              Telephone:

            	
              214-254-3708

            


    

    
      	
               
      

            	
              Facsimile:

            	
              214-254-3709

            


    

    


    If to the
Secured Party, to:

    


    Dalcor
Inc.

    c/o
Oliver Chappaz

    Rue
General Dufour 20

    1204
Geneva, Switzerland

    Telephone:

    Facsimile:

    


    with copy
to (which shall not constitute notice):

    Hunton
& Williams LLP

    Bank of
America Plaza

    600
Peachtree Street, N.E., Suite 4100

    Atlanta,
Georgia 30308

    


    
      
        
           


        

        
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    or at
such other address as may be substituted by notice given as herein
provided.  The giving of any notice required hereunder may be waived
in writing by the party entitled to receive such notice.

    


    24.           Section
Titles.  The section titles contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

    


    25.           Counterparts.  This
Agreement may be executed in multiple counterparts (any of which may be via
facsimile signature or other electronic transmission), which shall, collectively
and separately, constitute one agreement.

    


    26.           Benefit of Secured
Party.  All security interests granted or contemplated hereby
shall be for the benefit of Secured Party, and all proceeds or payments realized
from the Collateral upon the Secured Party’s exercise of its rights in
accordance herewith shall be applied to the Obligations in accordance with the
terms of the Note.

    


    27.           Lien
Absolute.  All rights of Secured Party hereunder, and all
obligations of Grantor hereunder, shall be absolute and unconditional
irrespective of: (a) any lack of validity or enforceability of the Note, any
other documents executed in connection therewith or any other agreement or
instrument governing or evidencing any Obligations, (b) any change in the time,
manner or place of payment of, or in any other term of, all or any part of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Note, any other documents executed in connection therewith or any other
agreement or instrument governing or evidencing any Obligations, (c) any
exchange, release or non-perfection of any other Collateral, or any release,
amendment, waiver of or consent to departure from any guaranty, for all or any
of the Obligations, (d) the insolvency of Grantor, or (e) any other circumstance
which might otherwise constitute a defense available to, or a discharge of,
Grantor.

    


    28.           Reinstatement.  This
Agreement shall remain in full force and effect and continue to be effective
should:  (a) any petition be filed by or against Grantor for
liquidation or reorganization, (b) Grantor becomes insolvent or make an
assignment for the benefit of creditors, or (c) a receiver or trustee be
appointed for all or any significant part of Grantors’s assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the, whether as a “voidable preference”, “fraudulent
conveyance”, or otherwise, all as though such payment or performance had not
been made.  In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.

    


    
      
        
           


        

        
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    29.           Severability.  If
for any reason any provision or provisions hereof are determined to be invalid
and contrary to any existing or future law, such invalidity shall not impair the
operation of or effect those portions of this Agreement which are
valid.

    


    30.           Miscellaneous.

    


    (a)           Secured
Party may execute any of its duties hereunder by or through agents or employees
and shall be entitled to advice of counsel concerning all matters pertaining to
its duties hereunder.

    


    (b)           Grantor
agrees to promptly reimburse Secured Party for actual expenses, including,
without limitation, reasonable counsel fees, incurred by Secured Party in
connection with the administration and enforcement of this
Agreement.

    


    (c)           Neither
Secured Party nor any of their respective officers, directors, employees, agents
or counsel shall be liable for any action lawfully taken or omitted to be taken
by it or them hereunder or in connection herewith, except for its or their own
gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.

    


    (d)           THIS
AGREEMENT SHALL BE BINDING UPON GRANTOR AND ITS SUCCESSORS AND ASSIGNS
(INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF GRANTOR), AND SHALL INURE TO THE
BENEFIT OF, AND BE ENFORCEABLE BY, SECURED PARTY AND ITS SUCCESSORS AND
ASSIGNS.

    


    (e)           None
of the terms of this Agreement may be waived, altered, modified or amended,
except in a writing signed by Secured Party and Grantor.

    


    [Signature
Page Follows]

    


    
      
        
           


        

        
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    IN
WITNESS WHEREOF, Grantor and Secured Party have caused this Agreement to be
executed and delivered by their respective duly authorized representatives as of
the date first set forth above.

    


    
      	 
      	
              GRANTOR:

            
	 
      	 
      	 
      
	 
      	
              ESPRE
      SOLUTIONS, INC.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Peter Ianace

            
	 
      	
              Name:
      Peter Ianace

            
	 
      	
              Title:
      Chief Executive Officer

            


    

    


    


    [Signatures
Continue on Following Page]

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              SECURED
      PARTY:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              DALCOR
      INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Oliver Chappaz

            
	 
      	
              Name:
      Oliver Chappaz

            
	 
      	
              Title:
      Authorized Signatory and
Attorney-in-fact

            


    

     

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    Schedule
2.1

    


    Commercial
Tort Claims

    


    None.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
7.2

    


    Intellectual
Property

    


    TRADEMARK
REGISTRATIONS:

    
      	
              Trademark

            	
              Serial/Registration
      Number

            	
              Filing/Registration
      Date

            
	
              LIGHTNING
      STRIKE

            	
              2,546,099

            	
              March
      12, 2002

            


    

    


    TRADEMARK
APPLICATIONS:

    
      	
              Trademark

            	
              Application
      Number

            	
              Application
      Date

            
	
              VUELIVE
      (w/ Design)

            	
              77/457631

            	
              April
      24, 2008

            


    

    


    TRADEMARK
LICENSES:

    
      	
              Name
      of Agreement

            	
              Parties

            	
              Date
      of Agreement

            
	 
      	 
      	 
      


    

    


    PATENT
REGISTRATION:

    
      	
              Title

            	
              Country

            	
              Application
      Number

            	
              Filing
      Date

            	
              Patent
      Number

            	
              Issue
      Date

            
	
              Wavelet
      Transformation of Dithered Quantized/Reduced Color Pixels for Color Pixels
      for Color Bit Depth Image Compression and Decompression

            	
              U.S.A.

            	 
      	 
      	
              6,711,299

            	
              March
      23, 2004

            
	
              Image
      Compression Using an Integer Reversible Wavelet Transform with a Property
      of Precision Preservation

            	
              U.S.A.

            	 
      	 
      	
              6,904,175

            	
              June
      7, 2005

            
	
              Image
      Compression and Decompression Based on an Integer Wavelet Transform Using
      a Lifting Shame and a Correction Method

            	
              U.S.A.

            	 
      	 
      	
              7,003,168

            	
              February
      21, 2006

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    PATENT
APPLICATIONS:

    
      	
              Title

            	
              Country

            	
              Application
      Number

            	
              Filing
      Date

            
	
              Wireless
      Endpoint for Videoconferencing

            	
              U.S.A.

            	
              60/336,014

            	
              December
      5, 2001

            
	
              Wireless
      Telepresence Collaboration System

            	
              U.S.A.

            	
              10/307,613

            	
              December
      2, 2002

            
	
              System
      and Method for Substantially Real Time Wireless
    Communication

            	
              U.S.A.

            	
              60/744,389

            	
              April
      6, 2006

            
	
              System
      and Method for Assisting a Visually Impaired Individual

            	
              U.S.A.

            	
              11/697,666

            	
              April
      6, 2007

            
	
              System
      and Method for Production, Rights Management and
    Distribution

            	
              U.S.A.

            	
              60/761,554

            	
              January
      23, 2006

            
	
              Media
      Player and System and Method for Generating Same

            	
              U.S.A.

            	
              60/771,727

            	
              February
      9, 2006

            
	
              System
      and Method for Digital Rights Management of Digital Media

            	
              U.S.A.

            	
              11/626,358

            	
              January
      23, 2006

            
	
              High
      Accurate Predictor Based Fractional Pixel Search for H.264

            	
              U.S.A.

            	
              60/864,963

            	
              November
      8, 2006

            
	
              Hybrid
      Integer Pixel Searching Method for Fast Block Based Motion Estimation in
      Video Coding

            	
              U.S.A.

            	
              60/864,965

            	
              November
      8, 2006

            
	
              A
      High Accurate Predictor Based Fractional Pixel Search for
      H.264

            	
              U.S.A.

            	
              60/983,279

            	
              October
      29, 2007

            
	
              A
      Hybrid Integer Pixel Searching Method for Fast Block Based Motion
      Estimation in Video Coding

            	
              U.S.A.

            	
              60/983,290

            	
              October
      29, 2007

            
	
              System
      and Method for Digital Rights Management of Digital Media

            	
              PCT/U.S.A.

            	
              PCT/2007/003424

            	
              February
      8, 2007

            
	
              Virtual
      Exchange Network

            	
              U.S.A.

            	
              60/894,372

            	
              March
      12, 2007

            
	
              S/M
      for Multicast Transmission

            	
              U.S.A.

            	
              12/047,281

            	
              March
      12, 2008

            
	
              System
      and Method Multicast Transmission

            	
              PCT/U.S.A.

            	
              PCT/2008003261

            	
              March
      21, 2008

            


    

    


    PATENT
LICENSES:

    
      	
              Name
      of Agreement

            	
              Parties

            	
              Date
      of Agreement

            
	 
      	 
      	 
      


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    COPYRIGHT
REGISTRATIONS:

    
      	
              Copyright

            	
              Registration
      Number

            	
              Registration
      Date

            
	 
      	 
      	 
      


    

    


    COPYRIGHT
APPLICATIONS:

    
      	
              Copyright

            	
              Application
      Number

            	
              Application
      Date

            
	 
      	 
      	 
      


    

    


    COPYRIGHT
LICENSES:

    
      	
              Name
      of Agreement

            	
              Parties

            	
              Date
      of Agreement

            
	 
      	 
      	 
      


    

    


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