Exhibit 10.2 - Security Agreement with Ampco Partners


    Exhibit
      10.2

    SECURITY
      AGREEMENT

    


    


    This
      Security Agreement ("Agreement") is made and executed on the 14th day of June,
      2006 by and between Ascendant Solutions, Inc. ("Debtor") and Ampco Partners,
      Ltd. ("Secured Party").

    


              R
      E C I T A L
      S:

    


    WHEREAS,
      Debtor has of even date herewith executed a Promissory Note ("Note") payable
      to
      Secured Party in the original principal amount of Five Hundred Thousand and
      no/100 Dollars ($500,000.00);

    


    WHEREAS,
      Debtor owns an interest (“Partnership Interest”) as a Limited Partner in Ampco
      Partners, Ltd., the Secured Party. Debtor and other parties entered into a
      partnership agreement dated April 5, 2002. Such partnership agreement was
      amended and restated by Amended and Restated Agreement of Limited Partnership
      (such Amended and Restated Agreement is hereinafter referred to as the
“Partnership Agreement”).

    


    WHEREAS,
      as security for the Note, the Secured Party requires that the Debtor grant
      a
      security interest in the aforesaid Partnership Interest to secure the payment
      and performance of the Note.

    


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

    


    1. The
      Pledge and Security Interest.
      The
      Debtor hereby grants to the Secured Party a security interest in and to the
      aforesaid Partnership Interest (herein sometimes called the
      "Collateral").

    


    2. The
      Indebtedness.
      This
      Agreement is being executed and delivered to secure, and the security interests
      herein granted (the "Security Interests") shall secure (a) full payment and
      performance of all of the indebtedness and obligations owing to the Secured
      Party by the Debtor under the Note; (b) all other indebtedness of the Debtor
      under the Note (all of such debts, indebtedness, liabilities and duties referred
      to in (a) and (b) of this paragraph are hereinafter collectively referred to
      as
      the "Indebtedness").

    


    3. Representations
      and Warranties of the Debtor.
      The
      Debtor represents and warrants to the Secured Party that: (a) the Debtor is
      the
      owner of the Collateral; (b) the Security Interests are first and prior Security
      Interests in and to all of the Collateral; and (c) no dispute, right of set-off,
      counterclaim or defenses exist with respect to all or any part of the
      Collateral. 

    4. Affirmative
      Covenants of the Debtor.
      So long
      as any part of the Indebtedness remain unpaid or unperformed, the Debtor
      covenants and agrees to: (a) from time to time, and at any time, promptly
      execute and deliver to the Secured Party all other assignments, certificates
      and
      supplemental documents, and do all other acts or things as the Secured Party
      may
      reasonably request in order to more fully evidence and perfect the security
      interest herein created; (b) promptly furnish such information as the Secured
      Party may reasonably request concerning the Collateral; (c) promptly notify
      the
      Secured Party of any change in the fact or circumstance warranted or represented
      by the Debtor herein; and (d) promptly notify the Secured Party of any claim,
      action, or proceeding with respect to the Collateral.

    


    
      
        
        

      

      
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        5. Negative
      Covenants of the Debtor.
      The
      Debtor further covenants and agrees that, without the prior written consent
      of
      the Secured Party, the Debtor will not (a) sell, assign or transfer any of
      the
      Debtor's rights in the Collateral; or (b) create any other security interest
      in,
      mortgage or otherwise encumber the Collateral, or any part thereof, or permit
      the same to be or become subject to any lien, attachment, execution,
      sequestration, other legal or equitable process or any encumbrance of any kind
      or character, except the Security Interests herein created. 

    


    6. Default.
      As used
      herein, the term "Default" means the occurrence of one or more of the following,
      including the passage of time or the giving of notice of both provided for
      herein, if any: (a) the failure or refusal of Debtor to pay principal or
      interest under the Note secured hereby; (b) the failure or refusal to timely
      perform any nonmonetary obligations or covenants contained herein or in the
      Note
      secured hereby and such failure or refusal continues for a period of thirty
      (30)
      days after written notice to Debtor of such failure; (c) the sale, loss, theft,
      destruction, encumbrance or transfer of any of the Collateral in violation
      hereof, or substantial damage to of any the Collateral; (d) the commencement
      of
      any proceeding under any bankruptcy or insolvency law by or against the Debtor,
      and such assignment or proceeding is not stayed or terminated within sixty
      (60)
      days; (e) the failure to have discharged within a period of thirty (30) days
      any
      levy on, seizure or attachment of the Collateral, or any part
      thereof.

    


    7. Remedies.
      Upon
      the occurrence of a Default, in addition to any and all other rights and
      remedies which the Secured Party may then have hereunder, under the Uniform
      Commercial Code of the State of Texas or of any other pertinent jurisdiction
      (the "Code"), or otherwise, the Secured Party may, and at its option: (a)
      foreclose or otherwise enforce the Security Interests, in whole or in part,
      by
      any available judicial procedure; (b) after notification, if any, provided
      for
      herein, sell, lease, or otherwise dispose of, at the office of the Secured
      Party, on the premises of the Debtor, or elsewhere, all or any part of the
      Collateral, in its then condition or following any commercially reasonable
      preparation or processing, and any such sale or other disposition may be as
      a
      unit or in parcels, by public or private proceedings, and by way of one or
      more
      contracts (it being agreed that the sale of any part of the Collateral shall
      not
      exhaust the Secured Party's power of sale, but sales may be made from time
      to
      time, and at any time, until all of the Collateral has been sold or until the
      Indebtedness has been paid and performed in full), and at any such sale it
      shall
      not be necessary to exhibit any of the Collateral; (c) enter upon the premises
      where any of the Collateral not in the possession of Secured Party or its agent
      is located and take possession thereof and remove the same, with or without
      judicial process; (d) at its discretion, surrender any policies of insurance
      on
      the Collateral and receive the unearned premiums, and, as the agent and
      attorney-in-fact for Debtor to collect such premiums; (e) at its discretion,
      retain the Collateral in satisfaction of the Indebtedness where the
      circumstances are such that the Secured Party is entitled to do so under the
      Code or otherwise. Additionally, Secured Party shall have the right to offset
      any distributions due the Debtor under the aforesaid Partnership Agreement
      against any amounts due under the Note or under this Security Agreement. Such
      distributions (collectively “Distributions”) shall include, but not be limited
      to, Net Cash Flow, Capital Transaction Proceeds and all other payments to which
      Debtor may be entitled under the Partnership Agreement.

    


    8. Offset.
      Debtor
      hereby grants Secured Party the right to offset any and all Distributions due
      Debtor under the Partnership Agreement and as a partner in the Partnership
      against all amounts due under the Note. Such authorization shall be effective
      immediately and shall continue without further notice or consent by
      Debtor.

    


    
      
        
        

      

      
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        9. Costs,
      risks.
      Debtor
      covenants to promptly reimburse and pay to the Secured Party, at the Secured
      Party's request, the amount of all reasonable expenses (including the costs
      of
      any insurance and payment of taxes or other changes) incurred by the Secured
      Party in connection with its custody, preservation, use, or operation of the
      Collateral, and, all such expenses, costs, taxes, and other charges shall be
      a
      part of the Indebtedness and shall bear interest at the maximum rate permitted
      by applicable law from the date incurred until the date repaid to the Secured
      Party. It is agreed, however, that the risk of loss or damage to such Collateral
      is on the Debtor, and the Secured Party shall have no liability whatsoever
      for
      failure to obtain or maintain insurance, nor to determine whether any insurance
      ever in force is adequate as to amount or as to the risks insured.

    


    10. Notice.
      Reasonable notification of the time and place of any public sale of the
      Collateral, or reasonable notification of the time after which any private
      sale
      or other intended disposition of the Collateral is to be made (including
      retention thereof in satisfaction if the Indebtedness), shall be sent to the
      Debtor and to any person entitled under the Code to notice. It is agreed that
      notice sent or given at least ten (10) calendar days prior to the taking of
      the
      action to which the notice relates is reasonable notification and notice for
      the
      purposes of this paragraph.

    


    11. Rights
      Cumulative.
      All
      rights and remedies of the Secured Party hereunder are cumulative of each other
      and of every other right or remedy which the Secured Party may otherwise have
      at
      law or in equity or under any other contract or other writing for the
      enforcement of the Security Interests herein or in the collection of the Note
      or
      the Indebtedness, and the exercise of one or more rights or remedies shall
      not
      prejudice or impair the concurrent or subsequent exercise of other rights and
      remedies.

    


    12. Assignment.
      The
      rights, powers and interests held by the Secured Party hereunder, together
      with
      the Collateral, may be transferred and assigned by the Secured Party, in whole
      or in part, at such time and upon such terms as the Secured Party may deem
      advisable.

    


    13. Rights
      of Secured Party.
      Secured
      Party shall have the rights contained in this Section 13 at all times during
      the
      period of time this Agreement is effective.

    


    (a) Financing
      Statements Filings.
      Debtor
      hereby authorizes Secured Party to file, without the signature of Debtor, one
      or
      more financing or continuation statements, and amendments thereto, relating
      to
      the Collateral. Debtor further agrees that a carbon, photographic or other
      reproduction of this Security Agreement or any financing statement describing
      any Collateral is sufficient as a financing statement and may be filed in any
      jurisdiction Secured Party may deem appropriate.

    


    (b) Power
      of Attorney.
      Debtor
      hereby irrevocably appoints Secured Party as Debtor's attorney-in-fact, such
      power of attorney being coupled with an interest, with full authority in the
      place and stead of Debtor and in the name of Debtor or otherwise, after the
      occurrence of an event of Default, to take any action and to execute any
      instrument which Secured Party may deem necessary or appropriate to accomplish
      the purposes of this Agreement, including without limitation: (i) to obtain
      and
      adjust insurance required by Secured Party hereunder; (ii) to demand, collect,
      sue for, recover, compound, receive and give acquittance and receipts for moneys
      due and to become due under or in respect of the Collateral; (iii) to receive,
      endorse and collect any drafts or other instruments, documents and chattel
      paper
      in connection with clause (i) or (ii) above; and 


    (iv)
      to
      file any claims or take any action or institute any proceedings which Secured
      Party may deem necessary or appropriate for the collection and/or preservation
      of the Collateral or otherwise to enforce the rights of Secured Party with
      respect to the Collateral.

    


    (c) Performance
      by Secured Party.
      If
      Debtor fails to perform any agreement or obligation provided herein, Secured
      Party may itself perform, or cause performance of, such agreement or obligation,
      and the expenses of Secured Party incurred in connection therewith shall be
      a
      part of the Indebtedness, secured by the Collateral and payable by Debtor on
      demand.

    


    
      
        
        

      

      
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    14. No
      Waivers.
      No
      failure on the part of the Secured Party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise by the Secured Party of any
      right, power or remedy hereunder preclude any other or further exercise thereof
      or the exercise of any other right, power or remedy.

    


    15. Binding
      Effect.
      This
      Agreement shall be binding on the Debtor and Debtor's successors and assigns
      and
      shall inure to the benefit of the Secured Party, and the Secured Party's
      successors and assigns.

    


    16. Termination.
      This
      Agreement and the Security Interest in the Collateral will terminate when the
      Indebtedness secured hereby has been paid in full by extinguishment thereof
      but
      not by renewal, modification or extension thereof.

    


    17. Governing
      Law.
      The law
      governing this Agreement will be that of the State of Texas in force on the
      date
      of execution of this Agreement. All obligations of the Debtor under the terms
      of
      this Agreement shall be performable in Dallas County, Texas.

    


    18. Mailings.
      Any
      notice, request, instruction or other document required or permitted to be
      delivered hereunder by either party hereto to the other shall be in writing
      and
      shall be delivered or mailed, registered or certified, postage prepaid,
      addressed as follows:

    


    To
      the Debtor:  

    16250
      Dallas Parkway 

    Suite
      205

    Dallas,
      Texas 75248

    


    To
      the Secured Party:
      

    204
      Barnes Drive

    Garland,
      Texas 75042

    


    or
      to
      such other address as any party hereto shall hereafter designate by written
      notice to the other party.

    


    19. Agreement
      as Financing Statement.
      The
      Secured Party shall have the right at any time to execute and file this
      Agreement as a financing statement, but the failure of the Secured Party to
      do
      so shall not impair the validity or enforceability of this
      Agreement.

    


    20. Severability.
      If any
      provision of this Agreement is held to be illegal, invalid, or unenforceable
      under present or future laws effective during the term of this Agreement, the
      legality, validity, and enforceability of the remaining provisions of this
      Agreement shall not be affected thereby, and in lieu of each such illegal,
      invalid, or unenforceable provision there shall be added automatically as a
      part
      of this Agreement a provision as similar in terms to such illegal, invalid,
      or
      unenforceable provision as may be possible and be legal, valid, and
      enforceable.

    21. Counterparts.
      This
      Agreement has been executed in a number of identical counterparts, each of
      which, for all purposes, is to be deemed an original, and all of which
      collectively constitute one agreement, but in making proof of this Agreement,
      it
      shall not be necessary to produce or account for one than one such
      counterpart.

    


    22. Number
      and Gender of Words.
      Whenever herein the singular is used, the same shall include the plural where
      appropriate, and the words of any gender shall include each other where
      appropriate.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the day, month and year first above written.

    



    
      
        
        

      

      
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              DEBTOR:

            
	 
	
              ASCENDANT
                SOLUTIONS, INC.

            
	 
	
              By:
                /s/ Gary W. Boyd

            
	
              Name:
                Gary W. Boyd

            
	
              Title:
                Chief Financial Officer

            
	 
	 
	
              SECURED
                PARTY:

            
	 
	
              AMPCO
                PARTNERS, LTD.

            
	 
	
              By:
                KRBL Management Company, Inc.,

              General
                Partner

            
	 
	
              By:
                /s/ Bobby Lutz

            
	
              Name:
                Bobby Lutz

            
	
              Title:
                

            


    

    


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