Exhibit
        10.9

       

      SECURITY
        AGREEMENT

      


      THIS
        SECURITY AGREEMENT
        is
        entered into between
        ESPRE SOLUTIONS, INC.,
        a
        Nevada corporation (referred to below as “Grantor”), and VIDEO
        SOFTWARE PARTNERS, LLC,
        a Texas
        limited liability company (referred to below as "Lender") together with the
        Amended Non-Negotiable Promissory Note of even date. For valuable consideration,
        Grantor grants to Lender a security interest in the Collateral to secure
        the
        Indebtedness and agrees that Lender shall have the rights stated in this
        Agreement with respect to the Collateral, in addition to all other rights
        which
        Lender may have by law.

      


      DEFINITIONS.
        The
        following words shall have the following meanings when used in this
        Agreement:

      


      Agreement.
        The word
        "Agreement" means this Security Agreement, together with all exhibits and
        schedules attached to this Security Agreement from time to time, if
        any.

      


      Collateral.
        The word
        "Collateral" means the following described property of Grantor, whether now
        owned or hereafter acquired, whether now existing or hereafter arising, and
        wherever located: 

      


      (a) all
        intellectual property, including all software products described on Exhibit
“A”
        attached hereto, source codes, patents, copyrights, license agreements, royalty
        interest and other income and property rights associated therewith; and


      


      In
        the
        event that Espre fails to repurchase the 825,000 shares of Espre common stock
        as
        provided in the terms of the promissory note between the Lender and Grantor,
        this note and the accompanying security shall be deemed in default and Video
        may
        exercise any and all of its legal remedies as provided in this note and
        accompanying security agreement without notice to Espre.

      


      Upon
        the
        occurrence that Video sells Espre’s common stock or if Espre repurchases the
        825,000 shares of Espre common stock from Video as provided in said Promissory
        Note, then the note shall be deemed to be paid in full and any and all liens
        and
        encumbrance that are held in favor of Video shall be released by
        Video.

      


      Espre
        shall execute any and all documents that are necessary to perfect Video’s
        security interest in any and all property that is pledge as security for
        this
        transaction.

      


      Event
        of Default.
        The
        words "Event of Default" mean and include any of the Events of Default set
        forth
        below in the section titled "Events of Default."

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Grantor.
        The word
        "Grantor" means ESPRE
        SOLUTIONS, INC.,
        its
        successors or assigns.

      


      Indebtedness.
        The word
        "Indebtedness" means the indebtedness evidenced by the Promissory Note of
        even
        date, including all principal and default interest, together with all other
        indebtedness and costs and expenses for which Grantor is responsible under
        this
        Agreement or under any of the Related Documents.

      


      Lender.
        The word
        "Lender" means VIDEO
        SOFTWARE PARTNERS, LLC,
        its
        successors or assigns.

      


      Related
        Documents.
        The
        words "Related Documents" mean and include without limitation all promissory
        notes, credit agreements, loan agreements, guaranties, security agreements,
        and
        all other documents, whether now or hereafter existing, executed in connection
        with Grantor's Indebtedness to Lender.

      


      OBLIGATIONS
        OF GRANTOR.
        Grantor
        covenants to Lender as follows:

      


      Perfection
        of Security Interest.
        Grantor
        agrees to execute financing statements and to take whatever other actions
        are
        requested by Lender to perfect and continue Lender's security interest in
        the
        Collateral.

      


      No
        Violation.
        The
        execution and delivery of this Agreement will not violate any law or agreement
        governing Grantor or to which Grantor is a party, and its certificate or
        articles of incorporation and bylaws do not prohibit any term or condition
        of
        this Agreement.

      


      Enforceability
        of Collateral.
        The
        Collateral is enforceable in accordance with its terms, is genuine, and complies
        with applicable laws concerning form, content and manner of preparation and
        execution, and all persons appearing to be obligated on the Collateral have
        authority and capacity to contract and are in fact obligated as they appear
        to
        be on the Collateral.

      


      Transactions
        Involving Collateral.
        Grantor
        shall not sell, offer to sell, or otherwise transfer or dispose of the
        Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit
        the
        Collateral to be subject to any lien, security interest, encumbrance, or
        charge,
        other than the security interest provided for in this Agreement, without
        the
        prior written consent of Lender. This includes security interests even if
        junior
        in right to the security interests granted under this Agreement.

      


      Title.
        Grantor
        warrants that it holds good and marketable title to the Collateral, free
        and
        clear of all liens and encumbrances except the lien of this Agreement. No
        financing statement covering any of the Collateral is on file in any public
        office other than those which reflect the security interest created by this
        Agreement or to which Lender has specifically consented. Grantor shall defend
        Lender’s rights in the Collateral against the claims and demands of all other
        persons.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Taxes,
        Assessments and Liens.
        Grantor
        will pay when due all taxes, assessments and liens upon the Collateral.


      


      Compliance
        With Governmental Requirements.
        Grantor
        shall comply promptly with all laws, ordinances and regulations of all
        governmental authorities applicable to the production, disposition, or use
        of
        the Collateral. Grantor may contest in good faith any such law, ordinance
        or
        regulation and withhold compliance during any proceeding, including appropriate
        appeals, so long as Lender's interest in the Collateral, in Lender’s opinion, is
        not jeopardized.

      


      GRANTOR'S
        RIGHT TO POSSESSION.
        Until
        default and after reasonable written notice to Grantor, Grantor may have
        possession of the tangible personal property and beneficial use of all the
        Collateral and may use it in any lawful manner not incon-sistent with this
        Agreement or the Related Documents.

      


      EVENTS
        OF DEFAULT.
        Each of
        the following shall constitute an Event of Default under this
        Agreement:

      


      Default
        on Indebtedness.
        Failure
        of Grantor to make any payment when due on the Indebtedness. 

      


      Other
        Defaults. Failure
        of Grantor to comply with or to perform any other term, obligation, covenant
        or
        condition contained in this Agreement or in any of the Related Documents
        or in
        any other agreement between Lender and Grantor. If any failure, other than
        a
        failure to pay money, is curable and if Grantor has not been given a prior
        notice of a breach of the same provision of this Agreement, it may be cured
        (and
        no Event of Default will have occurred) if Grantor, after receiving written
        notice from Lender demanding cure of such failure: (a) cures the failure
        within
        fifteen (15) days; or (b) if the cure requires more than fifteen (15) days,
        immediately initiates steps sufficient to cure the failure and thereafter
        continues and completes all reasonable and necessary steps sufficient to
        produce
        compliance as soon as reasonably practical.

      


      False
        Statements.
        Any
        warranty, representation or statement made or furnished to Lender by or on
        behalf of Grantor under this Agreement is false or misleading in any material
        respect, either now or at the time made or furnished.

      


      Defective
        Collateralization.
        This
        Agreement or any of the Related Documents ceases to be in full force and
        effect
        (including failure of any collateral documents to create a valid and perfected
        security interest or lien) at any time and for any reason.

      


      Creditor
        Proceedings.
        Commencement of foreclosure, whether by judicial proceeding, self-help,
        repossession or any other method, by any creditor of Grantor against the
        Collateral or any other collateral securing the Indebtedness. However, this
        Event of Default shall not apply if there is a good faith dispute by Grantor
        as
        to the validity or reasonableness of the claim which is the basis of the
        creditor proceeding.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      RIGHTS
        AND REMEDIES ON DEFAULT.
        If an
        Event of Default occurs under this Agreement, and at any time thereafter,
        Lender
        may exercise any one or more of the following rights and remedies: 

      


      Accelerate
        Indebtedness. Lender
        may declare the entire Indebtedness immediately due and payable.

      


      Assemble
        Collateral.
        Lender
        may require Grantor to deliver to Lender all or any portion of the Collateral
        and any and all certificates of title and other documents relating to the
        Collateral. Lender also shall have full power to enter, provided Lender does
        so
        without a breach of the peace or a trespass, upon the property of Grantor
        to
        take possession of and remove the Collateral.

      


      Sell
        the Collateral.
        Lender
        shall have full power to sell, lease, transfer, or otherwise deal with the
        Collateral or proceeds thereof in its own name or that of Grantor. Lender
        may
        sell the Collateral at public auction or private sale. Lender will give Grantor
        reasonable notice of the time after which any private sale or any other intended
        disposition of the Collateral is to be made. The requirements of reasonable
        notice shall be met if such notice is given at least ten (10) days before
        the
        time of the sale or disposition. All expenses relating to the disposition
        of the
        Collateral, including without limitation the expenses of retaking, holding,
        insuring, preparing for sale and selling the Collateral, shall become a part
        of
        the Indebtedness secured by this Agreement and shall be payable on demand,
        with
        interest at the Note rate from date of expenditure until repaid.

      


      Appoint
        Receiver.
        To the
        extent permitted by applicable law, Lender shall have the following rights
        and
        remedies regarding the appointment of a receiver: (a) Lender may have a receiver
        appointed as a matter of right. (b) The receiver may be an employee of Lender
        and may serve without bond. (c) All fees of the receiver shall become part
        of
        the Indebtedness secured by this Agreement.

      


      Obtain
        Deficiency. Lender
        may obtain a judgment against Grantor for any deficiency remaining on the
        Indebtedness due to Lender after application of all amounts received from
        the
        exercise of the rights provided in this Agreement. Grantor shall be liable
        for a
        deficiency even if the transaction described in this subsection is a sale
        of
        accounts or chattel paper.

      


      Other
        Rights and Remedies.
        In
        addition to Lender's rights and remedies as a secured creditor under the
        provisions of the Texas Uniform Commercial Code, as it may be amended from
        time
        to time, Lender shall have and may exercise any or all of the rights and
        remedies it may have available at law, in equity, or otherwise.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Cumulative
        Remedies.
        All of
        Lender's rights and remedies, whether evidenced by this Agreement or the
        Related
        Documents, shall be cumulative and may be exercised singularly or concurrently.
        Election by Lender to pursue any remedy shall not exclude pursuit of any
        other
        remedy, and an election to make expenditures or to take action to perform
        an
        obligation of Grantor under this Agreement, after Grantor's failure to perform,
        shall not affect Lender's right to declare a default and to exercise its
        remedies.

      


      MISCELLANEOUS
        PROVISIONS.
        The
        following miscellaneous provisions are a part of this Agreement:

      


      Amendments.
        This
        Agreement, together with any Related Documents, constitutes the entire
        understanding and agreement of the parties as to the matters set forth in
        this
        Agreement. No alteration of or amendment to this Agreement shall be effective
        unless given in writing and signed by the party or parties sought to be charged
        or bound by the alteration or amendment.

      


      Applicable
        Law.
        This
        Agreement has been delivered to Lender and accepted by Lender in the State
        of
        Texas. If there is a lawsuit, Grantor agrees to submit to the jurisdiction
        of
        the courts of Dallas County, State of Texas. This Agreement shall be governed
        by
        and construed in accordance with the laws of the State of Texas and applicable
        Federal laws.

      


      Caption
        Headings.
        Caption
        headings in this Agreement are for convenience purposes only and are not
        to be
        used to interpret or define the provisions of this Agreement.

      


      Notices.
        All
        notices required to be given under this Agreement shall be given in writing
        and
        shall be effective when actually delivered or when deposited in the United
        States mail, first class, postage prepaid, addressed to the party to whom
        the
        notice is to be given at the address shown above. Any party may change its
        address for notices under this Agreement by giving formal written notice
        to the
        other parties, specifying that the purpose of the notice is to change the
        party's address. To the extent permitted by applicable law, if there is more
        than one Grantor, notice to any Grantor will constitute notice to all Grantors.
        For notice purposes, Grantor agrees to keep Lender informed at all times
        of
        Grantor's current address(es).

      


      Severability.
        If a
        court of competent jurisdiction finds any provision of this Agreement to
        be
        invalid or unenfor-ceable as to any person or circumstance, such find shall
        not
        render that provision invalid or unenforceable as to any other persons or
        circumstances, and all provisions of this Agreement in all other respects
        shall
        remain valid and enforceable.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Successor
        Interests.
        Subject
        to the limitations set forth above on transfer of the Collateral, this Agreement
        shall be binding upon and inure to the benefit of the parties, their successors
        and assigns.

      


      Waiver.
        Lender
        shall not be deemed to have waived any rights under this Agreement unless
        such
        waiver is given in writing and signed by Lender. No delay or omission on
        the
        part of Lender in exercising any right shall operate as a waiver of such
        right
        or any other right. A waiver by Lender of a provision of this Agreement shall
        not prejudice or constitute a waiver of Lender's right otherwise to demand
        strict compliance with that provision or any other provision of this Agreement.
        No prior waiver by Lender, nor any course of dealing between Lender and Grantor,
        shall constitute a waiver of any of Lender's rights or of any of Grantor's
        obligations as to any future transactions. Whenever the consent of Lender
        is
        required under this Agreement, the granting of such consent by Lender in
        any
        instance shall not constitute continuing consent to subsequent instances
        where
        such consent is required and in all cases such consent may be granted or
        withheld in the sole discretion of Lender.

      


      GRANTOR
        ACKNOWLEDGES HAVING READ ALL OF THE ROVISIONS OF THIS SECURITY AGREEMENT,
        AND
        GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH
        2ND,
        2005.

      


      GRANTOR:

      ESPRE
        SOLUTIONS, INC.

      


      By:
         /s/
        Peter Ianace  

      Its:
         President   

      


      


      LENDER:

      VIDEO
        SOFTWARE PARTNERS, LLC

      


      By:
         /s/    

      Its:
         /s/
        Partner   


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        "A"

       

      SECURITY
        INTEREST IN THE FOLLOWING SOFTWARE PRODUCTS:

      


      
        	CORE LIGHTENING STRIKE
                ENCODER/DECODER	 VERSION 1.11
	 	 
	VIDEO INTERACTIVE MULTI-POINT	 VERSION 1.6
	 	 
	VIDEO MESSENGER PRO	 VERSION 4.3
	 	 
	STREAMING VIDEO ENCODER/DECODER	 VERSION 1.10
	 	 
	STILL IMAGE COMPRESSION	 VERSION 1.10
	 	 
	POWER ZOOM	 VERSION 1.10
	 	 
	FACIAL RECOGNITION	 VERSION 1.2
	 	 
	LICENSING SERVER	 VERSION 1.0
	 	 
	VM POST SERVER	 VERSION 1.0
	 	 
	WEBSITE	 VERSION
                2.0


      

        

      
      


      In
        addition to the foregoing, Espre Solutions, Inc., grants a security interest
        in
        all personal property sold to them by Video Software Partners, LLC, as set
        forth
        in that certain Bill of Sale of even date and includes the Intellectual
        Property, including all source codes, patents, copyrights, license agreements,
        improvements, upgrades, modifications, new patents, accessions, and
        proceeds.