Exhibit 10.5

                                 LOAN AGREEMENT

         This  Loan  Agreement  ("Agreement")  is  entered  into  by  and  among
Essential  Security Software,  Inc., a Texas corporation,  ("Borrower") with its
principal place of business located at 2828 N. Harwood St., Suite 1717,  Dallas,
Texas 75201 and StreamJet.Net  Inc.  ("Lender") whose address is 17300 N. Dallas
Parkway, Suite 2040, Dallas, Texas 75248, as follows:

                                R E C I T A L S:

         WHEREAS,  Borrower  is engaged in the  software  development  industry,
primarily  providing  encrypted  software  under its  patented  Essential  Taceo
Software ("Software"); and,

         WHEREAS,  Borrower  is in need of  additional  working  capital for the
purposes of marketing its products; and,

         WHEREAS, pursuant to the terms of this Agreement,  Lender has agreed to
lend three  million  (3,000,000)  shares of common stock in China Voice  Holding
Corp.  restricted pursuant to the provisions of S.E.C. Rule 144 ("CHVC Shares"),
to Borrower to provide  collateral  for  Borrower  to obtain  financing  to meet
Borrower's working capital needs;

         Now  therefore,  in  consideration  of the foregoing  preambles and the
promises,  payments,  covenants,  representations and warranties hereinafter set
forth the parties hereto agree as follows:

         1. Loan Of CHVC  Shares.  Pursuant to the terms of this  Agreement  and
satisfaction  of the  conditions  set  forth  below,  Lender  agrees  to lend to
Borrower at closing the CHVC Shares.

         2.  Consideration.  In consideration for such loan,  Borrower agrees to
execute at closing a Promissory Note ("Note")  payable to Lender in the original
principal  sum  of  ONE  MILLION  FIVE  HUNDRED   THOUSAND  AND  NO/100  Dollars
($1,500,000.00)  bearing  interest at the rate of twelve percent (12%) per annum
which Note shall be payable  "interest only" prior to maturity with the first of
such  payments  being  due  thirty  (30)  days from the date of the Note and all
principal and any accrued and unpaid  interest due one year from the date of the
Note  ("Maturity  Date").  The Note may be prepaid at any time  without  penalty
prior to the Maturity  Date.  Borrower shall be obligated to return to Payee the
CHVC  Shares,  free and clear of any  liens or  encumbrances,  on or before  the
Maturity Date and shall receive credit against the outstanding  principal amount
of the Note at the rate of $0.50 per share for each share  returned In addition,
Borrower  shall be obligated to issue 25,000 shares of Borrower's  common stock,
restricted by S.E.C.  Rule 144 ("ESS Common  Stock") to Lender upon execution of
the Note and on the same  date of each  month  thereafter  prior to the date the
Note is paid in full as provided herein.

         Borrower shall also have the option to purchase all or a portion of the
CHVC Shares from Lender prior to maturity date for a price of $0.80 per share by
delivering written notice to Lender.



                                       1
<PAGE>


         3.  Guaranty;Collateral.  To secure  its  obligations,  Borrower  shall
pledge  to all of its  assets  except  for the CHVC  Shares,  the terms of which
pledge and/or assignment shall be set forth in a Security Agreement executed and
delivered by Borrower at Closing.

         4. Closing.  Closing  shall occur in  Borrowers'  offices at a mutually
agreeable  time upon three (3) days  notice by  Borrower  to Lender but no later
than June 15, 2008.

                  (i)  At  the  closing,  following  execution  of  the  closing
         documents, Lender shall provide the following:

                  (a)      Delivery of the CHVC Shares to Borrower.

                  (ii) At the  Closing,  Borrower  shall  deliver  to Lender the
         following:

                  (a)      Promissory Note executed by Borrower dated the day of
                           closing  made  payable to the Lender in the  original
                           principal  sum of ONE MILLION FIVE HUNDRED AND NO/100
                           Dollars   ($1,500,000.00)   with  such  Note  bearing
                           interest  at the rate of 12 % per annum and being due
                           and  payable as  described  in  paragraph 2 above and
                           containing customary default and other provisions and
                           be in a form reasonably acceptable to Lender;

                  (b)      Security  Agreement  executed  by  Borrower  for  the
                           benefit  of Lender  securing  Borrower's  obligations
                           under  the Note  covering  all of  Borrower's  assets
                           except for the CHVC Shares;

                  (c)      Certificates  of Borrowing  provided by the Secretary
                           of the  Borrower  certifying  that the  loan  made to
                           Borrower pursuant to the terms of this Agreement have
                           been  duly  authorized  by the  respective  Boards of
                           Directors of the Borrower;

                  (d)      Certificates  of Existence and  Certificates  of Good
                           Standing or other evidence reasonably satisfactory to
                           Lender of Borrower reflecting that the Borrower is in
                           good   standing   in  the   state   in  which  it  is
                           incorporated;

                  (e)      Stock  Certificate  issued by  Borrower  representing
                           25,000 shares of ESS Common Stock.

         5. Representations And Warranties.

                  A.  Borrower  hereby  represents  and  warrants  to Lender the
         following:

                  (a)      Borrower is a corporation organized, validly existing
                           and in good  standing  in its state of  incorporation
                           and has the  requisite  power and  authority to enter
                           into this  Agreement and to carry out and perform the
                           terms and provisions of this Agreement;

                  (b)      The  execution and delivery of, and  performance  and
                           compliance  with,  this  Agreement will not result in
                           the violation of or be in conflict with or constitute



                                       2
<PAGE>

                           a default under any term or provision of any charter,
                           bylaw,  mortgage,  indenture,   contract,  agreement,
                           instrument, judgment, decree, order, statute, rule or
                           regulation;

                  (c)      Borrower  has  received  no  written  notice  of  any
                           actions,  suits or  proceedings  pending or asserted,
                           and have no actual  knowledge of any such  threatened
                           actions, suits or proceedings, at law or in equity or
                           before or by any federal,  state,  municipal or other
                           governmental  departments,  affecting  or which could
                           materially and adversely  affect their ability to pay
                           the Promissory Note at Maturity;

                  (d)      Borrower  has all  requisite  power and  authority to
                           enter  into  this   Agreement  and   consummate   the
                           transactions herein contemplated;

                  (e)      This Agreement is a valid  obligation of Borrower and
                           is binding upon Borrower in accordance with its terms
                           except as may be affected by bankruptcy,  insolvency,
                           or any laws generally affecting creditors' rights;

                  (f)      The representations and warranties of Borrower as set
                           forth in this  Section  shall be true and  correct on
                           the Closing Date.

                  B. Lender represents and warrants:

                  (a)      Lender is a corporation  organized,  validly existing
                           and in good  standing  in its state of  incorporation
                           and has the  requisite  power and  authority to enter
                           into this  Agreement and to carry out and perform the
                           terms and provisions of this Agreement;

                  (b)      The  execution and delivery of, and  performance  and
                           compliance  with,  this  Agreement will not result in
                           the violation of or be in conflict with or constitute
                           a default under any term or provision of any charter,
                           bylaw,  mortgage,  indenture,   contract,  agreement,
                           instrument, judgment, decree, order, statute, rule or
                           regulation;

                  (c)      Lender has all requisite power and authority to enter
                           into this Agreement and  consummate the  transactions
                           herein contemplated;

                  (d)      The  representations  and warranties of Lender as set
                           forth in this  Section  shall be true and  correct on
                           the Closing Date.

         6. Brokers  Fees;  Finders Fees;  Commissions.  Lender  represents  and
warrants  that it has not  engaged  any  brokers,  agents,  finders or any third
parties  to find,  arrange,  negotiate  or in any other  manner  assist him with
regard to this  Agreement and the  transactions  contemplated  hereby.  Borrower
agrees to indemnify and hold Lender  harmless from any claims for payment of any
commissions or other forms of  consideration  or compensation as a result of any
third party's  assistance or involvement  in this Agreement or the  transactions
contemplated hereby.



                                       3
<PAGE>

         7. Attorneys Fees;  Costs.  Borrower agrees to reimburse  Lender or pay
directly to counsel retained by Lender any and all legal fees and costs incurred
by Lender  to  reasonably  represent  Lender  in  negotiating  the terms of this
Agreement, preparing the necessary documents to close the transaction and assist
in closing the transaction.

         8. Binding  Effect.  This Agreement  shall be binding upon and inure to
the benefit of the parties, their successors, assigns and/or affiliates.

         9. Venue;  Jurisdiction.  The parties  acknowledge  and agree that this
Agreement is being entered into in Dallas County,  Texas and that venue over any
disputes  shall be in  Dallas  County,  Texas  and that the laws of the State of
Texas shall apply to the  construction,  interpretation,  and/or  application of
this Agreement.

         10. Notices.  All notices required by this Agreement shall be effective
if provided in writing and mailed to the other party by certified  mail,  return
receipt requested to the following address or such other address as either party
may  provide  to the other  party in  writing  in the  manner  required  by this
paragraph:

                  A. If to Borrower:

                         Essential Security Software, Inc.
                         2828 Harwood St.
                         Suite 1717
                         Dallas, Texas 75201
                         Attn: Bo Price

                  B. If to Lender:

                         StreamJet.Net Inc.
                         17300 Dallas Parkway
                         Suite 2040
                         Dallas, Texas 75248
                         Attn: D. Ronald Allen

         11. Final  Agreement.  This Agreement and the exhibit  attached  hereto
contain the entire agreement among the parties, and no promise,  representation,
warranty,  or covenant not included in this Agreement has been or is relied upon
by either party.  No modification or amendment of this Agreement shall be of any
force or effect unless made in writing and executed by all parties. In the event
that any litigation  arises hereunder,  it is specifically  stipulated that this
Agreement shall be interpreted and construed  according to the laws of the State
of Texas.  Venue for any legal  action  arising out of this  Agreement  shall be
solely and exclusively in Dallas County, Texas.  Further, the prevailing,  party
in any litigation between the parties shall be entitled to recover, as a part of
its judgment, reasonable attorneys' fees and costs of suit.

         12. Multiple  Counterparts.  This Agreement may be executed in multiple
counterparts, any of which shall be deemed an original.




                                       4
<PAGE>

This Agreement is entered into as of the 13th day of February, 2008.

                                            BORROWER:

                                            Essential Security Software, Inc.
                                            A Texas corporation



                                            By:  /s/ Bo Price
                                               ---------------------------------
                                            Name:  Bo Price, Chairman


                                            LENDER:

                                            StreamJet.Net Inc.



                                            By:  /s/ D. Ronald Allen
                                               ---------------------------------
                                            Name:  D. Ronald Allen, President












                                       5
<PAGE>

                                 PROMISSORY NOTE

$1,500,000.00                     Dallas, Texas                   March 11, 2008


         FOR VALUE RECEIVED, the undersigned, Essential Security Software, Inc.,
("Maker"),  which is located at 2828  Harwood  St.,  Suite 1717,  Dallas,  Texas
75201,  promises  to pay to the  order of  StreamJetNet  Inc.,  ("Payee")  whose
address is 17300 N. Dallas  Parkway,  Suite 2040,  Dallas,  Texas 75248, or such
other  location as Payee may  direct,  in lawful  money of the United  States of
America,  the  principal  sum of ONE MILLION  FIVE  HUNDRED  THOUSAND AND NO/100
($1,500,00000) with interest on the outstanding principal balance at the rate of
twelve percent (12%) per annum until paid.

         Maker shall pay this Note interest only monthly, with all principal and
accrued interest due on or before January 25, 2009 ("Maturity Date").  This Note
may be prepaid  without  penalty.  Maker shall be  obligated  to return to Payee
3,000,000 shares of restricted common stock of

         China Voice  Holding  Corp.  ("CHVC  Shares") on or before the Maturity
Date and Maker shall receive credit against the amounts due pursuant to the Note
upon  delivery of the shares to Payee free and clear of any  encumbrances  in an
amount equal to $0.50 per share returned. In addition,  Maker shall be obligated
to issue 25,000 shares of its common stock to Payee on April 11, 2008 and a like
amount  for  each 30 days  hereafter  so long as the CHVC  shares  have not been
delivered to Payee.

         This Note is being  executed  pursuant to the terms of a Loan Agreement
executed by the Payee and Maker as of the date hereof and the terms of such Loan
Agreement,  not in conflict with the terms of this Note, are incorporated herein
by reference.

         Maker and any and all  co-makers,  endorsers,  guarantors  and sureties
severally waive presentment for payment, notice of nonpayment,  protest, demand,
notice of protest, notice of intention to accelerate, notice of acceleration and
dishonor,  diligence in  enforcement  and  indulgences of every kind, and hereby
agree that this Note and the liens  securing  its payment  may be  extended  and
re-extended and the time for payment  extended and re-extended from time to time
without  notice to them or any of them,  and they  severally  agree  that  their
liability  on or with  respect to this Note shall not be affected by any release
or change in any  security at any time  existing or by any failure to perfect or
maintain perfection of any security interest in such security.

         It is  agreed  that time is of the  essence  of this  Note,  and if the
payment of  principal  and all  accrued and unpaid  interest is not  received by
Payee on or  before  the  Maturity  Date,  or,  if a  default  occurs  under any
instrument now or hereafter  executed in connection with or as security for this
Note, thereupon, after the passage of applicable notice and cure periods, at the
option of Payee, the entire unpaid principal  balance and the accrued and unpaid
interest shall be due and payable forthwith without demand, notice of default or
of intent to accelerate the maturity hereof, notice of nonpayment,  presentment,
protest or notice of dishonor, all of which are hereby expressly waived by Maker
and each other liable party.  Any past due principal  shall bear interest at the



                                       1
<PAGE>

maximum  rate  allowed by law.  Failure to  exercise  this  option upon any such
default  shall not  constitute a waiver of the right to exercise  such option in
the event of any subsequent default.

         If the entire  unpaid  principal  balance  plus all  accrued and unpaid
interest  due  and  owing  on this  Note is not  paid  at  maturity  whether  by
acceleration  or  otherwise  and is  placed  in the  hands  of an  attorney  for
collection,  or  suit is  filed  hereon,  or  proceedings  are  had in  probate,
bankruptcy, receivership, reorganization, arrangement or other legal proceedings
for collection hereof,  Maker and each other liable party agree to pay Payee its
reasonable collection costs,  including a reasonable amount for attorneys' fees,
but in no event to exceed the maximum  amount  permitted by law.  Maker and each
other  liable  party  are and  shall be  directly  and  primarily,  jointly  and
severally,  liable for the payment of all sums called for  hereunder,  and Maker
and  each  other  liable  party  hereby  expressly  waive  bringing  of suit and
diligence  in taking  any action to  collect  any sums  owing  hereon and in the
handling of any security hereunder, and Maker and each other liable party hereby
consent  to and  agree to  remain  liable  hereon  regardless  of any  renewals,
extensions  for  any  period  or  rearrangements   hereof,  or  any  release  or
substitution of security  herefor,  in whole or in part, with or without notice,
from time to time, before or after maturity.

         It is the intent of Maker and Payee in the  execution  of this Note and
all other loan documents to contract in strict  compliance with applicable usury
law. In furtherance  thereof,  Maker and Payee  stipulate and agree that none of
the terms and  provisions  contained  in this Note,  or in any other  instrument
executed in connection herewith, shall ever be construed to create a contract to
pay for the use, forbearance or detention of money, interest at a rate in excess
of the maximum  rate  allowed by law  ("Maximum  Rate").  Neither  Maker nor any
guarantors,  endorsers  or other  parties now or hereafter  becoming  liable for
payment of this Note shall ever be obligated or required to pay interest on this
Note at a rate in  excess  of the  Maximum  Rate,  and  the  provisions  of this
paragraph  shall  control over all other  provisions  of this Note and any other
loan  documents  now or  hereafter  executed  which may be in apparent  conflict
herewith.  Payee expressly disavows any intention to charge or collect excessive
unearned  interest or finance  charges in the event the maturity of this Note is
accelerated. If the maturity of this Note shall be accelerated for any reason or
if the principal of this Note is paid prior to the end of the term of this Note,
and as a result thereof the interest received for the actual period of existence
of the loan evidenced by this Note exceeds the  applicable  maximum lawful rate,
the holder of this Note  shall  credit the  amount of such  excess  against  the
principal  balance  of this Note  then  outstanding  and  thereby  shall  render
inapplicable  any and all penalties of any kind provided by applicable  law as a
result of such excess interest;  provided, however, that if the principal hereof
has been paid in full,  such excess shall be refunded to Maker. If the holder of
this Note  shall  receive  money  (or  anything  else)  which is  determined  to
constitute interest and which would increase the effective interest rate on this
Note or any other indebtedness which Maker or a guarantor is obligated to pay to
holder to a rate in excess of that  permitted  by  applicable  law,  the  amount
determined to constitute interest in excess of the lawful rate shall be credited
against the principal balance of this Note then outstanding or, if the principal
balance  has been paid in full,  refunded  to Maker,  in which event any and all
penalties of any kind under  applicable law as a result of such excess  interest
shall be  inapplicable.  If the holder of this Note shall not actually  receive,
but shall contract for, request or demand, a payment of money (or anything else)
which is  determined  to  constitute  interest  and  which  would  increase  the
effective  interest  rate  contracted  for or  charged on this Note or the other
indebtedness  evidenced or secured by the Loan  Documents to a rate in excess of



                                       2
<PAGE>

that  permitted  by  applicable  law, the holder of this Note shall be entitled,
following such determination, to waive or rescind the contractual claim, request
or demand for the amount  determined  to  constitute  interest  in excess of the
lawful rate, in which event any and all  penalties of any kind under  applicable
law as a result of such excess interest shall be  inapplicable.  By execution of
this Note Maker acknowledges that Maker believes the loan evidenced by this Note
to be non-usurious  and agrees that if, at any time, Maker should have reason to
believe that such loan is in fact  usurious,  Maker will give the holder of this
Note notice of such  condition and Maker agrees that the holder shall have sixty
(60) days in which to make  appropriate  refund or other  adjustment in order to
correct such condition if in fact such exists.

         Additionally, if, from any circumstance whatsoever,  fulfillment of any
provision  hereof or of the Loan  Agreement or of any  documents or  instruments
executed  pursuant to the terms thereof,  shall, at the time fulfillment of such
provision be due,  involve  transcending  the Maximum Rate then, ipso facto, the
obligation  to be  fulfilled  shall be reduced  to the  Maximum  Rate.  The term
"applicable  law" as used in this Note shall mean the laws of the State of Texas
or the laws of the  United  States,  whichever  laws allow the  greater  rate of
interest,  as such  laws now exist or may be  changed  or  amended  or come into
effect in the future.

         This Note is secured by all  security  agreements,  pledge  agreements,
assignments,  and lien  instruments  executed  by Maker (or by any other  liable
party) in favor of Payee,  or any other holder of this Note,  as provided in the
Loan   Agreement   executed  even  date  herewith,   including   those  executed
simultaneously herewith, specifically including, but not necessarily limited to,
that certain Security Agreement executed by Maker of even date herewith covering
all of Maker's assets except for the CHVC Shares.

         In addition to the above  provisions,  Maker will be in default if. (1)
Maker fails to timely pay or perform any  obligation  or covenant in any written
agreement  between Payee and Maker; (2) Maker makes any material false statement
or representation in any agreement or document presented to Payee and upon which
Payee relied in funding this Note;  (3) a receiver is appointed  for Maker;  (4)
bankruptcy or insolvency  proceedings  are  commenced  against or by Maker;  (5)
Maker is dissolved;  (6) Maker's  collateral  provided to secure payment of this
Note is impaired by loss,  theft,  damage,  levy and execution,  or destruction,
unless it is  promptly  replaced  with  collateral  of like kind and  quality or
restored to its former condition.















                                       3
<PAGE>

         This Note has been  executed and delivered in and shall be construed in
accordance with and governed by the laws of the State of Texas.

                                         MAKER:

                                         Essential Security Software, Inc.,
                                         A Texas corporation



                                         By:  /s/ Bo Price
                                            ------------------------------
                                              Bo Price
                                              Chairman





















                                       4
<PAGE>

                               SECURITY AGREEMENT

         THIS  SECURITY  AGREEMENT  is made  and  entered  into  by and  between
StreamJet.Net Inc., a Texas corporation,  whose address is 17300 Dallas Parkway,
Suite 2040,  Dallas,  Texas 75248  ("Secured  Party"),  and  Essential  Security
Software,  Inc., a Texas  Corporation  whose address is 2828 Harwood St.,  Suite
1717, Dallas, Texas 75201, ("Debtor").

         For good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged,  Debtor hereby grants to Secured Party a security
interest  in  and  to the  Collateral,  as  herein  defined,  and in  connection
therewith the parties hereby agree as follows:

         Collateral. To secure payment of the "Indebtedness", as herein defined,
Debtor hereby assigns,  transfers and sets over to Secured Party,  and grants to
Secured  Party,  a security  interest in and to all  Debtor's  right,  title and
interest  in  and  to  all  of  Debtor's  inventories,  equipment,  furnishings,
fixtures,  accounts  and  notes  receivable,   intellectual  property  including
Debtor's  rights to the  "Essential  Taceo"  software and all other tangible and
intangible property now or hereafter existing,  together with all rights, powers
and privileges thereunto  appertaining,  save and except for 3,000,000 shares of
common stock of China Voice Holding Corp. ("CHVC Shares") ("Collateral") and any
proceeds from the sale or other  disposition  of the  Collateral,  including any
insurance proceeds resulting from the destruction or damage to the Collateral.

         Indebtedness.  The  term  "Indebtedness"  as used  herein,  shall  mean
Debtor's obligations now existing or hereinafter arising as a result of Debtor's
execution  as "Maker" of a  Promissory  Note dated of even date  herewith in the
original  principal  amount of ONE  MILLION  FIVE  HUNDRED  THOUSAND  AND NO/100
DOLLARS ($1,500,000.00) payable to the order of Secured Party ("Note"); and, (b)
all rearrangements, increases, renewals and extensions of the Note.

         Representations of Debtor.  Debtor  represents,  warrants and agrees as
follows:


         a. No financing statement or other instrument of hypothecation covering
the  Collateral  or its proceeds is on file in any public office except in favor
of Secured  Party;  except for the security  interest  granted by this  Security
Agreement,  there is no lien,  security  interest  or  encumbrance  in or on the
Collateral; and Debtor is the true and lawful owner of the Collateral.

         b.  The  Collateral  will  not be sold,  transferred,  pledged  or made
subject to a security  agreement  without the prior  written  consent of Secured
Party.

         c.  Debtor  will  sign and  execute  alone or with  Secured  Party  any
financing statement or other document or procure any document, and pay all costs
in connection  therewith  necessary to protect the security  interest under this
Security Agreement against the rights or interests of third persons.

         d. Debtor will, at Debtor's own expense, do, make, procure, execute and
deliver all acts,  things,  writings and  assurances as Secured Party may at any
time reasonably request to protect, assure or enforce the interests,  rights and
remedies  of Secured  Party  created  by,  provided  in or  emanating  from this
Security Agreement.



                                       1
<PAGE>

         e. Debtor will pay to Secured  Party all expenses  (including  expenses
for legal services of every kind) of, or incidental  to, the  enforcement of any
of the provisions of this Security Agreement,  or incidental to the enforcement,
repayment or collection of any of the  Indebtedness,  or any actual or attempted
sale, or any exchange, enforcement,  collection, compromise or settlement of any
of the  Collateral or receipt of the proceeds  thereof,  and for the care of the
Collateral and defending or asserting the rights and claims of the Secured Party
in respect thereof,  by litigation or otherwise;  and all such expenses shall be
Indebtedness within the terms of this Security Agreement.

         f. Until such time as the Note is paid in full,  the Debtor  will honor
the terms and conditions of any other written  agreements  entered into with the
Secured Party.

         Uniform  Commercial  Code. This Security  Agreement shall  constitute a
valid and binding security agreement under the Uniform Commercial Code - Secured
Transactions  (herein  called the "Code")  creating  in favor of Secured  Party,
until the Indebtedness is fully paid, a first and prior security interest in and
to the Collateral.  Accordingly,  Debtor hereby  acknowledges unto Secured Party
that Secured Party shall have, in addition to any and all other rights, remedies
and recourses  afforded to Secured  Party under this  Security  Agreement or the
Instruments,  all rights,  remedies and recourses afforded to secured parties by
the Code.

         Default  by  Debtor.  There  will  be a  default  under  this  Security
Agreement upon the happening of any of the following  events or conditions which
is not cured within any  applicable  cure  periods  contained in the Note or any
instruments securing the Note (herein called an "Event of Default"):

         a. If any  Indebtedness  secured  by this  Security  Agreement,  either
principal  or  interest,  is not paid when due,  subject  to any notice and cure
provisions provided for in the Note.

         b.  If the  Debtor  shall  fail  to  comply  with  any of the  Debtor's
covenants or undertakings in any agreement, instrument or other document between
the  Debtor and the  Secured  Party,  subject to any notice and cure  provisions
provided for therein.

         c. If Debtor  shall fail to comply  with any of Debtor's  covenants  or
agreements  herein and such failure  remains  uncured for thirty (30) days after
receipt of written notice from the Secured Party.

         d. If Debtor  (i)  applies  for or  consents  to the  appointment  of a
receiver,  trustee,  custodian or  liquidator  of all or a  substantial  part of
Debtor's  assets,  or (ii) files a  voluntary  petition in  bankruptcy  or fails
generally  to pay  Debtor's  debts as such debts  become  due,  or (iii) makes a
general  assignment  for the benefit of  creditors,  or (iv) files a petition or
answers same wherein Debtor seeks reorganization or rearrangement with creditors
or to take advantage of any insolvency law, or (v) files an answer admitting the
material  allegations  of a petition  filed  against  Debtor in any  bankruptcy,
reorganization, insolvency or similar proceeding.

         e. If an order,  non-appealable  judgment  or decree is  entered by any
court  of  competent  jurisdiction,  upon  the  application  of  a  creditor  or
otherwise,  adjudicating Debtor as bankrupt or insolvent or approving a petition
seeking reorganization or appointing a receiver, trustee or liquidator of all or



                                       2
<PAGE>

any substantial part of Debtor's assets and same remains in effect for more than
sixty (60) days.

         f. If any  warranty,  representation  or  statement  contained  in this
Security  Agreement,  or any  agreement,  instrument  or other  document made or
furnished  to Secured  Party by or on behalf of Debtor in  connection  with this
Security  Agreement  proves to have been false in any material respect when made
or furnished.

         Remedies.

         a. When an Event of Default occurs, and at any time thereafter, Secured
Party may declare all or a part of the Indebtedness  immediately due and payable
and may proceed to enforce  payment of same and to  exercise  any and all of the
rights  and  remedies  provided  by the Code,  as well as all other  rights  and
remedies  possessed by Secured Party under this Security  Agreement or otherwise
at law or in equity. Secured Party may require Debtor to assemble the Collateral
and make it available to Secured  Party at any place to be designated by Secured
Party which is reasonably convenient to both parties. For purposes of the notice
requirements  of the Code,  Secured  Party and Debtor agree that notice given at
least five (5) days prior to the related action hereunder is reasonable. Secured
Party shall be entitled to immediate  possession of the Collateral and all books
and records evidencing same and shall have authority to enter upon any premises,
upon which said items may be situated,  and remove same  therefrom.  Expenses of
retaking,  holding,  preparing  for  sale,  selling,  or the  like  ("Collection
Costs"),   shall  include,   without  limitation,   Secured  Party's  reasonable
attorneys' fees and all such expenses shall be recovered by Secured Party before
applying  the  proceeds  from  the  disposition  of the  Collateral  toward  the
Indebtedness.  To the extent allowed by the Code,  Secured Party may use Secured
Party's discretion in applying the proceeds of any disposition of the Collateral
to the Collection Costs or to the Indebtedness and Debtor will remain liable for
any  deficiency  remaining  after such  disposition.  All rights and remedies of
Secured  Party  hereunder  are  cumulative  and  may  be  exercised   singly  or
concurrently.  The  exercise  of any right or remedy will not be a waiver of any
other.

         b. Secured Party,  in addition to the rights and remedies  provided for
in the  preceding  subparagraph,  shall have all the rights  and  remedies  of a
secured  party under the Uniform  Commercial  Code as adopted by the state where
the Collateral is located at the date of any such Event of Default,  and Secured
Party  shall be  entitled  to all such other  rights and  remedies as may now or
hereafter exist at law or in equity for the collection of the  Indebtedness  and
the  enforcement  of the covenants  herein and the  foreclosure  of the security
interest  created  hereby  and to resort to any  remedy  provided  hereunder  or
provided  by the  Uniform  Commercial  Code as  adopted  in the state  where the
Collateral is located at the date of an Event of Default, or by any other law of
such state,  shall not prevent the  concurrent or  subsequent  employment of any
other appropriate remedy or remedies.

         c. Secured Party may remedy any default,  without  waiving same, or may
waive any default without waiving any prior or subsequent default.



                                       3
<PAGE>

         Secured Party's Rights.

         a. This Security  Agreement,  Secured Party's rights  hereunder or said
Indebtedness hereby secured,  may be assigned from time to time, and in any such
case the assignee will be entitled to all of the rights, privileges and remedies
granted in this Security Agreement to Secured Party.

         b.  Upon the  occurrence  of an Event of  Default,  Secured  Party  may
execute,  sign,  endorse,  transfer  or deliver,  in the name of Debtor,  notes,
checks,  drafts or other instrument for the payment of money and receipts or any
other  documents  necessary  to  evidence,  perfect or realize upon the security
interest and obligations created by this Security Agreement.

         c. At Secured Party's option, Secured Party may, after notice to Debtor
and  Debtor's  failure to do so within  thirty  (30) days after  receipt of said
notice,  discharge taxes,  liens or security  interests or other encumbrances at
any  time  levied  or  placed  on the  Collateral,  and  perform  or cause to be
performed  Debtor's  obligations under the Security  Agreement 1 to maintain the
same in full force and  effect.  Debtor  agrees to  reimburse  Secured  Party on
demand for any payment made, or expense  incurred,  by Secured Party pursuant to
the  foregoing  authorization,  plus  interest  thereon at the rate of  interest
provided for in the Note.

         d. No remedy  herein  conferred  upon or reserved  to Secured  Party is
intended  to be or shall be  exclusive  of any other  remedy,  but every  remedy
herein  provided is  cumulative  and is in addition to every other  remedy given
hereunder  or in any  instrument  executed  in  connection  herewith,  or now or
hereafter existing at law or in equity, or by statute;  and every such right and
remedy  may be  exercised  from  time  to time  and as  often  as may be  deemed
expedient. No delay or omission by Secured Party to exercise any right or remedy
arising  from any  default  will  impair  any such  right or  remedy  or will be
construed  to be a waiver  thereof  or of any such  default  or an  acquiescence
therein.

         Release of Security  Interest.  Upon full and  complete  payment of all
sums owing and to be owing by Debtor to Secured Party and the termination of any
obligations  of Debtor under the  Security  Agreement,  together  with all costs
incurred in connection therewith,  at the request and expense of Debtor, Secured
Party will make,  execute and deliver a reassignment of the properties  assigned
hereby and of the monies,  revenues,  proceeds,  benefits and payments,  if any,
that may be owing upon the aforesaid  Collateral to Debtor but without  covenant
or warranty, however, of any kind or character, express or implied, and with the
provisions  that Secured  Party will not be required or called upon to refund or
account for any payments  properly  made to Secured Party which have been or may
be properly applied to any Indebtedness secured or to be secured hereby.

         Validity of Security Interest.  No security taken hereafter as security
for payment of any part or all of the Indebtedness shall impair in any manner or
affect this Security Agreement; all such present and fixture additional security
to be considered as cumulative  security.  Any of the Collateral may be released
from this Security Agreement without altering, varying or diminishing in any way
the force,  effect, lien, security interest or charge of this Security Agreement
as to the Collateral not expressly  released,  and this Agreement shall continue
as a first  lien,  security  interest  and charge on all of the  Collateral  not
expressly released until all sums and indebtedness secured hereby have been paid
in full.



                                       4
<PAGE>

         Notices. Any notice,  request or other document shall be in writing and
sent by registered or certified mail, return receipt requested,  postage prepaid
and  addressed to the party to be notified at the following  addresses,  or such
other  address as such party may  hereafter  designate by written  notice to all
parties, which notice shall be effective as of the date of posting:

         (a) If to Secured Party:

                      StreamJet.Net Inc.
                      17300 N. Dallas Parkway
                      Suite 2040
                      Dallas, Texas  75248

         (b) If to the Debtor:

                      Essential Security Software, Inc.
                      2828 Harwood St.
                      Suite 1717
                      Dallas, Texas  75201

         Texas Law. This Security  Agreement and the  obligations of the parties
hereunder is to be  interpreted,  construed and enforced in accordance  with the
laws of the State of Texas.

         Severability.  If any  provision  of  this  Security  Agreement  or the
application  thereof  to any  person or  circumstance  is held to be  invalid or
unenforceable  to any extent,  the remainder of this Security  Agreement and the
application of such  provisions to other persons or  circumstances  is not to be
affected thereby and is to be enforced to the full extent permitted by law.

         Successors and Assigns.  This Security  Agreement inures to the benefit
of, and is binding upon,  Debtor and Secured Party and their  respective  heirs,
legal representatives, successors and assigns.

         Gender. The use of any gender herein shall include the other genders.

         Scope.  Nothing herein  contained will in any way limit or be construed
as limiting the right of Secured Party to collect any note,  item, sum or amount
secured or to be secured  hereby only out of the properties  assigned  hereby or
out of the revenues,  monies,  proceeds,  benefits and payments  accruing and to
accrue unto Debtor, under and by virtue of said Collateral,  but it is expressly
understood and provided that all such Indebtedness and amounts secured and to be
secured hereby are, and shall constitute, absolute and unconditional obligations
of Debtor to pay to Secured Party the amount provided for  instruments  executed
in connection herewith and all agreements with reference thereto at the time and
in the manner  therein  specified or provided.  Debtor  agrees that Debtor will,
from time to time, and upon request of Secured Party, furnish satisfactory proof
that the properties assigned hereby and the revenues, monies, proceeds, benefits
and payments  accruing and to accrue under said Collateral are free and clear of
all lawful demands, claims and liens of any and all persons whomsoever.



                                       5
<PAGE>

         IN WITNESS  WHEREOF,  this Security  Agreement is dated the 11th day of
March, 2008.

                                   DEBTOR:

                                   Essential Security Software, Inc.
                                   A Texas Corporation



                                   By:  /s/ Bo Price
                                      ------------------------------------------
                                        Bo Price
                                        Chairman


                                   SECURED PARTY:

                                   StreamJet.Net, Inc., a Texas corporation



                                   By:  /s/ D. Ronald Allen
                                      ------------------------------------------
                                        D. Ronald Allen, President























                                       6
<PAGE>



THE STATE OF TEXAS   ss.
                     ss.
COUNTY OF DALLAS     ss.

         This instrument was acknowledged  before me, a Notary Public, as of the
11th day of March,  2008, by Bo Price,  Chairman of Essential Security Software,
Inc., for the purposes therein set forth.

                                             /s/ Mary N. Simmons
                                             -----------------------------------
                                             Notary Public, State of Texas
                                             Printed Name:  Mary N. Simmons
                                             Commission Expires:  2-25-12



THE STATE OF TEXAS   ss.
                     ss.
COUNTY OF DALLAS     ss.

         This instrument was acknowledged  before me, a Notary Public, as of the
11th day of March,  2008, by D. Ronald Allen,  President of StreamJet.Net  Inc.,
for the purposes therein set forth.

                                             /s/ Mary N. Simmons
                                             -----------------------------------
                                             Notary Public, State of Texas
                                             Printed Name:  Mary N. Simmons
                                             Commission Expires:  2-25-12

















                                       7