ex4_7.htm


    
      

    

    
      Exhibit
4.7

      


      STOCK
PLEDGE AGREEMENT

      


      


      STOCK
PLEDGE AGREEMENT (this "Agreement"), dated July 15, 2008 made by Lou Wood,
Pamela Jo Ross Wood, Louis Alfred Wood III and Nancy Seale in favor of La Jolla
Cove Investors, Inc., a California corporation (the "Pledgee").  Each
of Lou Wood, Pamela Jo Ross Wood, Louis Alfred Wood III and Nancy Seale may be
referred to herein individually as a "Pledgor," and collectively as the
"Pledgors."

      


      W
I T N E S S E T H:

      


      WHEREAS,
pursuant to the provisions of that certain Securities Purchase Agreement of even
date herewith between Espre Solutions, Inc. (the "Company") and the Pledgee (the
"Purchase Agreement"), the Pledgee has agreed to lend to the Company and the
Company has agreed to borrow from the Pledgee an aggregate of $2,000,000,
$250,000 of which shall be advanced in cash as of the date of the closing of the
Purchase Agreement (the "Cash Advance") under certain terms and conditions set
forth in the Purchase Agreement and as further set forth in the Debenture (as
defined in the Purchase Agreement);

      


      WHEREAS,
pursuant to the provisions of the Purchase Agreement, and as a condition to the
obligation of the Pledgee to lend thereunder, each Pledgor has agreed to make
the pledge contemplated by this Agreement in order to induce the Pledgee to
perform its obligations under the Purchase Agreement;

      


      WHEREAS,
each Pledgor is a shareholder of the Company, and as such, will derive direct
and indirect benefits from the Purchase Agreement; and

      


      WHEREAS,
all capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Purchase Agreement.

      


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

      


      SECTION
1.

      


      1.1           Pledge and Security
Interest.  Each Pledgor hereby pledges to the Pledgee, and
grants to the Pledgee a continuing security interest in, the following
(collectively, the "Pledged Collateral"):

      


      
        	
                 
      

              	
                (a)

              	
                An
      aggregate of Six Million (6,000,000) shares of common stock (the "Pledged
      Shares" or "Pledged Collateral") of the Company, in the aggregate, owned
      by the Pledgors, which shall, for the term of this agreement, be placed in
      the name of the Pledgee,  represented by the certificates
      identified in Schedule 1(a) annexed hereto representing the Pledged
      Shares, and all dividends, cash, instruments and other property from time
      to time received, receivable or otherwise distributed in respect of or in
      exchange for any or all of the Pledged Shares, provided however that
      Pledgee shall have no beneficial ownership interest (with beneficial
      ownership calculated in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder) in the Pledged Shares unless and until an Event of
      Default (as defined below) has occurred and the Pledgee has elected to
      exercise the rights set forth in Section 13 of this Agreement;
      and

              


      

       

      
        	 
      	 
      	 
      
	
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                (b)

              	
                all
      proceeds of any and all of the foregoing Pledged Collateral, in whatever
      form (including, without limitation, proceeds that constitute property of
      the types described above).

              


      

      


      SECTION
2.   Security for
Obligations.  This Agreement secures the payment and
performance of the following obligations (collectively, the "Obligations"): all
present and future indebtedness, obligations, covenants, duties and liabilities
of any kind or nature of the Company to the Pledgee now existing or hereafter
arising under or in connection with this Agreement, the Purchase Agreement, the
Debenture, and any and all related agreements, documents and instruments, each
as now existing and as hereafter amended, modified and supplemented
(collectively, the "Transaction Documents"), provided however, that the
Obligations shall be limited at any given time to an amount not to exceed the
lesser of (i) the Cash Advance, or (ii) that portion of the Cash Advance that
has not been converted into the Company's Common Stock under the terms of the
Debenture and remains represented by the outstanding principal balance of the
Debenture.  THE PLEDGEE HEBERY EXPRESSLY CONFIRMS AND AGREES THAT
NOTWITHSTANDING THE PLEDGE OF THE PLEDGED SHARES, THE PLEDGEE SHALL HAVE NO
RECOURSE TO OR AGAINST ANY PLEDGOR FOR ANY OF THE COMPANY'S OBLIGATIONS TO THE
PLEDGOR, OTHER THAN AS TO THE PLEDGED SHARES, AS SET FORTH HEREIN, AND THAT NO
PLEDGOR SHALL BE PERSONALLY LIABLE TO THE PLEDGEE FOR OR ON ACCOUNT OF ANY
OBLIGATION OF THE COMPANY TO THE PLEDGEE, OTHER THAN AS TO THE PLEDGED SHARES,
AS SET FORTH HEREIN.

      


      SECTION
3.   Delivery of Pledged
Collateral.  Concurrently herewith, all certificates
representing or evidencing the Pledged Shares, in suitable form for transfer by
delivery, and in the name of the Pledgee are being deposited with and delivered
to the Pledgee represented by a stock certificate or certificates evidencing
6,000,000 shares of the Company's Common Stock (the aggregate of all such
certificates referred to herein as a "Pledged Shares Certificate").

      


      SECTION
4.   Representations and
Warranties.  Each Pledgor represents and warrants as
follows:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Pledged Shares set forth opposite the Pledgor's name in Schedule 1(a)
      attached hereto have been beneficially owned by such Pledgor for at least
      twelve months prior to the date
hereof.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Pledgor is the legal, record and beneficial owner of the Pledged
      Collateral represented opposite such Pledgor's name in Schedule 1(a)
      attached hereto, free and clear of any lien, security interest,
      restriction, option or other charge or encumbrance (each a "Lien", and
      collectively, "Liens") except for the security interest created by this
      Agreement.

              


      

       

      
        	 
      	 
      	 
      
	
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                (c)

              	
                The
      Pledgor has made necessary inquiries of the Company and believes that the
      Company fully intends to fulfill and has the capability of fulfilling
      Obligations to be performed by the Company in accordance with the terms of
      the Transaction Documents.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Pledgor is not acting, and has not agreed to act, in any plan to sell or
      dispose of the Pledged Shares in a manner intended to circumvent the
      registration requirements of the Securities Act of 1933, as amended, or
      any applicable state law.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Pledgor has been advised by counsel of the elements of a bona fide pledge
      for purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, as
      amended, including the relevant SEC interpretations and affirms the pledge
      of shares by such Pledgor pursuant to this Pledge Agreement will
      constitute a bona fide pledge of such shares for purposes of such
      Rule.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                This
      Agreement constitutes a legal, valid and binding obligation of such
      Pledgor enforceable in accordance with its terms (except as the
      enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium, and similar laws, now or hereafter
      in effect).

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      pledge of the Pledged Collateral pursuant to this Agreement creates a
      valid and perfected first priority security interest in the Pledged
      Collateral, securing payment and performance of the
      Obligations.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                No
      consent of any other person or entity and no authorization, approval, or
      other action by, and no notice to or filing with, any governmental
      authority or regulatory body is required (i) for the pledge by the Pledgor
      of the Pledged Collateral pursuant to this Agreement or for the execution,
      delivery or performance of this Agreement by the Pledgor, (ii) for the
      perfection or maintenance of the security interest created hereby
      (including the first priority nature of such security interest), or (iii)
      for the exercise by the Pledgee of the voting or other rights provided for
      in this Agreement or the remedies in respect of the Pledged Collateral
      pursuant to this Agreement (except as may be required in connection with
      any disposition of any portion of the Pledged Collateral by laws affecting
      the offering and sale of securities
generally).

              


      

      


      
        	
                 
      

              	
                (i)

              	
                There
      are no conditions precedent to the effectiveness of this Agreement that
      have not been satisfied or waived.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                The
      mailing address of the Pledgor is set forth in Section 17 of this
      Agreement and the Pledgor will not change its address except upon not less
      than thirty (30) days' prior written notice to the
  Pledgee.

              


      

      


      SECTION
5.   Further
Assurances.  Each Pledgor agrees that at any time and from time
to time, at the expense of such Pledgor, such Pledgor shall promptly execute and
deliver all further instruments and documents, and take all further action, that
may be necessary or desirable, or that the Pledgee may reasonably request, in
order to perfect and protect any security interest granted or purported to be
granted hereby or to enable Pledgee to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral.  The
Company and/or each Pledgor shall take all further action that may be necessary
or desirable, or that the Pledgee may reasonably request to assist in the
delivery to the Pledgee of any legal opinion(s) necessary for the Pledgee to
sell or otherwise dispose of the Pledged Collateral upon an Event of Default
(the "Legal Opinion Assistance").  In the event that any Pledgor
and/or the Company fail to provide the Legal Opinion Assistance, the Pledgee
shall have the right to seek legal remedy, including without limitation remedies
of specific performance and/or monetary damages, from such Pledgor and/or the
Company for the full amount of damages to the Pledgee resulting directly or
indirectly from such failure to provide the Legal Opinion Assistance, including
without limitation any damages to the Pledgee resulting from the inability of
the Pledgee to sell, dispose of, or transfer the Pledged Collateral due to the
failure of the Company and/or such Pledgor to provide the Legal Opinion
Assistance.

       

      
        	 
      	 
      	 
      
	
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      SECTION
6.    Voting Rights; Dividends;
Etc.

      


      
        	
                 
      

              	
                (a)

              	
                So
      long as:  (i) no Event of Default shall have occurred and been
      declared and (ii) the balance of the Debenture shall not have been
      accelerated:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Each
      Pledgor shall be entitled to exercise or refrain from exercising any and
      all voting and other consensual rights pertaining to the Pledged
      Collateral or any part thereof for any purpose not inconsistent with the
      terms of this Agreement;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Each
      Pledgor shall be entitled to receive and retain any and all cash dividends
      and interest paid in respect of the Pledged Collateral; provided, however,
      that any and all:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                dividends
      and interest paid or payable other than in cash in respect of, and
      instruments and other property received, receivable or otherwise
      distributed in respect of, or in exchange for, any Pledged
      Collateral,

              


      

      


      
        	
                 
      

              	
                (B)

              	
                dividends
      and other distributions paid or payable in cash in respect of any Pledged
      Collateral in connection with a partial or total liquidation or
      dissolution or in connection with a reduction of capital, capital surplus
      or paid-in-surplus, and

              


      

      


      
        	
                 
      

              	
                (C)

              	
                cash
      paid, payable or otherwise distributed in respect of principal of, or in
      redemption of, or in exchange for, any Pledged
  Collateral,

              


      

      


      shall be,
and shall be forthwith delivered to the Pledgee to hold as Pledged Collateral,
and shall, if received by any Pledgor, be segregated from the other property or
funds of such Pledgor, and be forthwith delivered to the Pledgee as Pledged
Collateral in the same form as so received (with any necessary endorsement or
assignment).

       

      
        	 
      	 
      	 
      
	
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                (b)

              	
                After
      the occurrence of any Event of Default if within twenty four hours of
      delivery of written notice of such Event of Default (as hereinafter
      defined) from the Pledgee the Company has not paid all outstanding
      principal and accrued an unpaid interest and fees (including penalties)
      owed on the Debenture and any liquidated damages associated with such
      Event of Default, until the Debenture shall have been satisfied by
      conversion or payment in full:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                All
      rights of any and all Pledgors to exercise or refrain from exercising the
      voting and other consensual rights which it would otherwise be entitled to
      exercise pursuant to Section 6(a)(i) and to receive the dividends and
      interest payments which it would otherwise be authorized to receive and
      retain pursuant to Section 6(a)(ii) shall cease, and all such rights shall
      thereupon become vested in the Pledgee holding the applicable Pledged
      Collateral who shall thereupon have the sole right to exercise or refrain
      from exercising such voting and other consensual rights and to receive and
      hold as Pledged Collateral such dividends and interest
      payments.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                All
      dividends and interest payments which are received by any Pledgor contrary
      to the provisions of paragraph (i) of this Section 6(b) shall be
      segregated from other funds of such Pledgor and shall be forthwith paid
      over to the Pledgee as Pledged Collateral in the same form as so received
      (with any necessary endorsement).

              


      

      


      SECTION
7.   Transfers and Other Liens;
Additional Shares.  Each Pledgor agrees that it shall not (i)
sell, assign (by operation of law or otherwise) or otherwise dispose of, or
grant any option with respect to, any of the Pledged Collateral, or (ii) create
or permit to exist any Lien upon or with respect to any of the Pledged
Collateral, except for the security interest granted pursuant to this
Agreement.

      


      SECTION
8.   Pledgee Appointed
Attorney-in-Fact.  Each Pledgor hereby appoints the Pledgee as
such Pledgor's attorney-in-fact, with full authority in the place and stead of
such Pledgor and in the name of such Pledgor or otherwise, from time to time in
Pledgee's discretion to take any action and to execute any instrument which
Pledgee may deem necessary or desirable to accomplish the purposes of this
Agreement, including, without limitation, to receive, endorse and collect all
instruments made payable to such Pledgor representing any dividend, interest
payment or other distribution in respect of the Pledged Collateral or any part
thereof and to give full discharge for the same.

      


      SECTION
9.   Pledgee May
Perform.  If any Pledgor fails to perform any agreement
contained herein, Pledgee may itself perform, or cause performance of, such
agreement, and the expenses of Pledgee incurred in connection therewith shall be
payable jointly and severally by the Pledgors to Pledgee along with any other
amounts due to be paid by any Pledgor to Pledgee hereunder.

      


      SECTION
10. The Pledgee's
Duties.  Except for the safe custody of any Pledged Collateral
in its possession and the accounting for moneys actually received by it
hereunder, Pledgee shall not have any duty as to any Pledged Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Collateral, whether
or not such party has or is to have knowledge of such matters, or as to the
taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Pledged Collateral.  Pledgee shall be
deemed to have exercised reasonable care in the custody and preservation of any
Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equal to that which such party accords its own
property.

       

      
        	 
      	 
      	 
      
	
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      SECTION
11. Event of
Default.  The occurrence of any of the following events, which
events occur prior to the date the Company pays or converts upon the request of
the Pledgee all amounts due on the Debenture in connection with the Cash
Advance, including any liquidated damages that may become due, shall constitute
an event of default under this Agreement (each, an "Event of
Default"):

      


      
        	
                 
      

              	
                (a)

              	
                the
      Company's breach of a material covenant under this Agreement or the
      occurrence of an Event of Default under the
  Debenture;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      any representation or warranty of any Pledgor set forth in this Agreement
      shall be breached or shall be untrue or incorrect in any material respect
      or any Pledgor shall otherwise breach any term of this Agreement;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      filing of any financing statement with regard to any of the Pledged
      Collateral other than pursuant to this Agreement, or the attachment of any
      additional Lien to any portion of the Pledged Collateral in favor of any
      Person other than the Pledgee.

              


      

      


      SECTION
12. Cross-Default;
Cross-Collateralization.  Each Pledgor and the Company each
acknowledge and agree that any default under the terms of this Agreement shall
constitute a default by the Company under the Debenture.  The security
interests, liens and other rights and interests in and relative to any of the
personal property of any Pledgor now or hereafter granted to the Pledgee by any
Pledgor pursuant to any agreement, document or instrument, including, but not
limited to, this Agreement, the Purchase Agreement or the Debenture, shall serve
as security for any and all of the Obligations, and, for the repayment thereof,
Pledgee may resort to any such collateral in such order and manner as Pledgee
may elect.

      


      SECTION
13. Remedies upon
Event of Default.  After the occurrence of any Event of Default
if within twenty four hours of receiving written notice of such Event of Default
from the Pledgee the Company has not paid all outstanding principal and accrued
and unpaid interest and all other amounts owed on the Debenture to the extent of
the Cash Advance:

      


      
        	
                 
      

              	
                (a)

              	
                Pledgee
      may exercise in respect of the Pledged Collateral held by it, in addition
      to other rights and remedies provided for herein or otherwise available to
      the Pledgee (including, without limitation, the vesting in the Pledgee
      pursuant to Section 6(b)(i) of the sole right to exercise voting rights
      pertaining to the Pledged Collateral, including, without limitation,
      voting rights with respect to the sale of assets of the Company), all the
      rights and remedies of a secured party on default under the Uniform
      Commercial Code in effect in the State of California at that time (the
      "UCC") (whether or not the UCC applies to the affected Collateral), and
      may also, without notice except as specified below, to the extent required
      to pay all amounts due on the Debenture associated with such Event of
      Default (provided however that such amounts shall not exceed the Cash
      Advance), including without limitation principal, accrued but unpaid
      interest, liquidated damages, if any, that are due under the Debenture and
      fees, sell, in a commercially reasonable sale, the Pledged Collateral or
      any part thereof in one or more parcels at a public sale, provided that
      the Pledged Collateral is then trading on a Trading Market (as defined in
      the Debenture), or at a private sale, if the Pledged Collateral is no
      longer trading on a Trading Market, for cash, on credit or for future
      delivery, and upon such other terms as the Pledgee may deem commercially
      reasonable.  The application of the proceeds realized upon the
      sale of the Pledged Collateral may, in the sole discretion of the Pledgee,
      be applied to all or any portion of the amounts due on the Debenture
      associated with such Event of Default, in any order specified by the
      Pledgee, including without limitation the application of the proceeds
      realized upon the sale of the Pledged Collateral first to the liquidated
      damages, if any, owed in connection with the Debenture, and then to all
      other amounts due on the Debenture associated with such Event of Default,
      including without limitation principal, accrued and unpaid interest
      thereon and any other fees due under the Debenture, provided however, that
      such proceeds may only be applied to the satisfaction of the Cash Advance
      that is then outstanding under the Debenture, if any.  Each
      Pledgor agrees that, to the extent notice of sale shall be required by
      law, at least three (3) days' notice to such Pledgor of the time and place
      of any public sale or the time after which any private sale is to be made
      shall constitute reasonable notification.  Pledgee shall not be
      obligated to make any sale of Pledged Collateral regardless of notice of
      sale having been given.  The Pledgee may adjourn any public or
      private sale from time to time without notice.  Each Pledgor
      acknowledges and agrees that the Pledged Collateral consisting of the
      Pledged Shares, and/or any other shares of common stock of the Company, is
      of a type customarily sold on a recognized market, and accordingly that no
      notice of the sale thereof need be
given.

              


      

       

      
        	 
      	 
      	 
      
	
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                (b)

              	
                Any
      cash held by Pledgee as Pledged Collateral and all cash proceeds received
      by Pledgee in respect of any sale of, collection from, or other
      realization upon all or any part of the Pledged Collateral may, in the
      discretion of Pledgee, be held as collateral for, and/or then or at any
      time thereafter be applied (after payment of any amounts payable pursuant
      to Section 14) in whole or in part against all or any part of the
      Obligations.  Any surplus of such cash or cash proceeds held by
      Pledgee and remaining after payment in full of all the Obligations shall
      be paid over to the Pledgors or to whomsoever may be lawfully entitled to
      receive such surplus.

              


      

      


      SECTION
14. Fees.  In
the event an action is brought by Pledgee to enforce this Agreement, Pledgee
shall be entitled to recover its reasonable attorneys' fees and costs from the
Pledgors on a joint and several basis for such action.

       

      
        	 
      	 
      	 
      
	
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      SECTION
15. Continuing
Security Interest; Termination.  This Agreement shall create a
continuing security interest in the Pledged Collateral and shall remain in full
force and effect  until the indefeasible payment in full of the
Obligations.  Upon the indefeasible payment in full of the
Obligations, the security interest granted hereby shall terminate and all rights
to the Pledged Collateral shall revert to the Pledgors and all certificates
representing the Pledged Collateral shall be re-issued by the Company in the
name of the respective Pledgors, such the Pledgor's successors or assigns to the
extent such certificates are not already in such names.  Upon any such
termination, the Pledgee shall immediately but no later than three Business Days
after such termination, at the Company's expense, return to the Company such of
the Pledged Collateral as shall not have been sold or otherwise applied pursuant
to the terms hereof and execute and deliver to the Pledgors such documents as
the Pledgors shall reasonably request to evidence such
termination.  Notwithstanding the foregoing, within ten days of the
Cash Advance being repaid to the Pledgee or converted in full by the Pledgee,
either due to repayment by the Company or conversion of the Cash Advance into
the Company's Common Stock at the request of the Pledgee under the terms of the
Debenture, the Pledgee shall return to the Company the Pledged Shares
Certificate.

      


      SECTION
16. Governing
Law; Terms.  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California, without regard to
principles of conflict of laws.  Each Pledgor agrees to submit itself
to the in personam jurisdiction of the state and federal courts situated within
San Diego County, California with regard to any controversy arising out of or
relating to this Agreement.  Unless otherwise defined herein or in the
Purchase Agreement, terms defined in Article 9 of the UCC are used herein as
therein defined.

      


      SECTION
17. Notice.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been received when delivered personally (which shall include,
without limitation, via express overnight courier) or if mailed, three (3)
Business Days after having been mailed by registered or certified mail, return
receipt requested, postage prepaid, to the addresses of the parties as set forth
in the Purchase Agreement, and if to the Pledgors, to the following
addresses:

      


      Lou
Wood

      2 Maxwell
Glen

      San
Antonio, Texas 78257

      Facsimile:
210-687-1163

      


      Pamela Jo
Ross Wood

      2 Maxwell
Glen

      San
Antonio, Texas 78257

      Facsimile:
210-687-1163

      


      Louis
Alfred Wood III

      118 E.
French Place

      San
Antonio, Texas 78212

      Facsimile:
210-687-1163

      


      Nancy
Seale

      15834
Mission Ridge

      San
Antonio, Texas 78232

      Facsimile:
210-687-1163

       

      
        	 
      	 
      	 
      
	
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      or if by
facsimile, (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified below prior to 5:30
p.m. (Pacific Time), or (ii) the date immediately following the date of
transmission, if such notice or communication is delivered via facsimile between
5:30 p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time)
on any such date the date immediately following the date of
transmission.

      


      SECTION
18.  Waivers.

      


      
        	
                 
      

              	
                (a)

              	
                Waivers.  Each
      Pledgor waives any right to require the Pledgee to (i) proceed against any
      person, (ii) proceed against any other collateral under any other
      agreement, (iii) pursue any other remedy, or (iv) make presentment,
      demand, dishonor, notice of dishonor, acceleration and/or notice of
      non-payment.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Waiver of
      Defense.  No course of dealing between any Pledgor and
      the Pledgee, nor any failure to exercise nor any delay in exercising on
      the part of Pledgee, any right, power, or privilege under this Agreement
      or under any of the other Transaction Documents shall operate as a
      waiver.  No single or partial exercise of any right, power, or
      privilege under this Agreement or under any of the other Transaction
      Documents shall preclude any other or further exercise of such right,
      power, or privilege or the exercise of any other right, power, or
      privilege.

              


      

      


      SECTION
19. Rights Are
Cumulative.  All rights and remedies of the Pledgee with
respect to the Pledged Collateral, whether established by this Agreement, the
other Transaction Documents or by law, shall be cumulative and may be exercised
concurrently or in any order.

      


      SECTION
20.  Indemnity.  Each
Pledgor agrees jointly and severally:

      


      
        	
                 
      

              	
                (a)

              	
                to
      indemnify and hold harmless the Pledgee and its respective, employees,
      consultants, officers, directors, shareholder, partners, attorneys,
      successors and assigns against and from all liabilities, losses, and costs
      (including, without limitation, reasonable attorneys' fees) arising out of
      or relating to the taking or the failure to take action in respect of any
      transaction effected under this Agreement or in connection with the lien
      provided for herein, including, without limitation, any and all excise,
      sales or other taxes which may be payable or determined to be payable with
      respect to any of the Pledged
Collateral.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to
      pay and reimburse the Pledgee upon demand for all reasonable costs and
      expenses (including, without limitation, reasonable attorneys' fees and
      expenses) that the Pledgee may incur in connection with (i) the custody,
      use or preservation of, or the sale of, collection from or other
      realization upon, any of the Pledged Collateral, including the reasonable
      expenses of re-taking, holding, preparing for sale or lease, selling or
      otherwise disposing of or realizing on the Pledged Collateral, (ii) the
      exercise or enforcement of any rights or remedies granted hereunder, under
      the Debenture or otherwise available to it (whether at law, in equity or
      otherwise), or (iii) the failure by any Pledgor to perform or observe any
      of the provisions hereof.

              


      

       

      
        	 
      	 
      	 
      
	
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      The
liabilities of each of the Pledgors under this Section 20 shall survive the
termination of this Agreement.

      


      SECTION
21. Severability.  The
provisions of this Agreement are severable.  If any provision of this
Agreement is held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
provision, or part thereof, in such jurisdiction, and shall not in any manner
affect such provision or part thereof in any other jurisdiction, or any other
provision of this Agreement in any jurisdiction.

      


      SECTION
22. Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be
considered an original, but all of which together shall constitute one and the
same instrument and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
".pdf" format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      


      SECTION
23. Amendments;
Entire Agreement.  This Agreement is subject to modification
only by a writing signed by the parties.  To the extent that any
provision of this Agreement conflicts with any provision of the Purchase
Agreement or the Debenture, the provision giving the Pledgee greater rights or
remedies shall govern, it being understood that the purpose of this Agreement is
to add to, and not detract from, the rights granted to the Pledgee under the
Purchase Agreement and the Debenture.  This Agreement, the Purchase
Agreement, the Debenture and the other Transaction Documents constitute the
entire agreement of the parties with respect to the subject matter of this
Agreement.

      


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      SECTION
24. Successors
and Assigns.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors, legal
representatives, successors and assigns; provided, however, that no Pledgor may,
without the prior written consent of the Pledgee, assign or delegate any rights,
powers, duties or obligations hereunder, and any such purported assignment or
delegation without such consent shall be null and void.  Pledgee may
assign or delegate any rights, powers, duties or obligations hereunder without
the consent of any of the Pledgors.

      


      IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the date first above written.

      


      
        	
                PLEDGORS:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	/s/ Lou Wood	 
      	/s/
      Louis Alfred Wood III
	
                Lou
      Wood

              	 
      	
                Louis
      Alfred Wood III

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	/s/ Pamela
      Jo Ross Wood	 
      	/s/
      Nancy Seale  
	
                Pamela
      Jo Ross Wood

              	 
      	
                Nancy
      Seale

              


      

      


      


      
        	 
      	
                PLEDGEE:

              
	 
      	 
      	 
      
	 
      	
                La
      Jolla Cove Investors, Inc.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By: 
      

              	/s/ Travis W.
      Huff	 
	 
      	
                Name: 
      

              	
                Travis
      W. Huff

              
	 
      	
                Title: 
      

              	
                Vice
      President and Portfolio Manager

              


      

      


      


      
        	
                ACKNOWLEDGED
      AND AGREED:

              
	 
      	 
      	 
      
	 
      	
                Espre
      Solutions, Inc.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	/s/
      Peter Leighton	 
	 	 	Name: 
      Peter Leighton
	 	 	Title: 
      President


      

       

      
        	 
      	 
      	 
      
	
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      SCHEDULE
1(a)

      Pledged
Shares

      


      Six
million shares of Common Stock of Espre Solutions, Inc. in the aggregate,
certificated as follows:

      


      
        
          

        

      

      
        	
                Pledgor

              	
                Number
      of Shares

              	
                Certificate
      No.

              
	 
      	 
      	 
      
	
                Lou
      Wood

              	
                2,000,000

              	 
      
	
                Pamela
      Jo Ross Wood

              	
                2,000,000

              	 
      
	
                Louis
      Alfred Wood III

              	
                1,000,000

              	 
      
	
                Nancy
      Seale

              	
                1,000,000

              	 
      


      

      

         

        
          	 
      	 
      	 
      
	
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