CONVERTIBLE SECURED PROMISSORY NOTE AND LOAN AGREEMENT

E XHI BIT 4.1

THIS CONVERTIBLE SECURED PROMISSORY NOTE AND THE SECURITIES REPRESENTED BY THIS CONVERTIBLE SECURED PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THE CERTIFICATE EVIDENCING THE PREFERRED STOCK INTO WHICH THIS SECURED PROMISSORY NOTE CAN BE CONVERTED OR THE COMMON STOCK RECEIVED AS INTEREST PAYMENTS MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

Company:   Espre Solutions, Inc.

Company Address:  5700 W. Plano Parkway, Suite 2600, Plano, Texas 75093

Closing Date:   August 20, 2008

Maturity Date:   August 20, 2013

Principal Amount:   $5,000,000

For value received, Espre Solutions, Inc., a Nevada corporation, and any successor or resulting corporation by way of merger, consolidation, sale or exchange of all or substantially all of the assets or otherwise (the “ Company ”), hereby promises (1) to pay to the Holder (as such term is hereinafter defined), or such other Person (as such term is hereinafter defined) upon order of the Holder, on August 20, 2013 (the “ Maturity Date ”), an amount equal to Five Million Dollars ($5,000,000), as such sum may be adjusted pursuant to Article 3 (the “ Principal Amount ”) together with any and all accrued and unpaid interest, fees or other amounts due and payable pursuant to this Note, and (2) to pay interest thereon with such interest accruing from the date hereof on the outstanding Principal Amount of this Note and payable on a monthly basis, commencing on the 1 ^st Business Day of the month following the month of issuance of this Note, and on the Maturity Date (except that, if any such date is not a Business Day, then such payment shall be due on the next succeeding Business Day), at the rate of six percent (6.0%) per annum, subject to adjustment as set forth in Section 6.3 hereof (the “ Interest Rate ”); provided, however, the interest payable on this Note for the first three months shall be prepaid in cash on the Closing Date.  All interest payable on the Principal Amount of this Note shall be calculated on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.  Payment of interest on this Note shall be made in cash at (i) the principal office of the Holder or such other place as the Holder may from time to time designate in writing to the Company or, (ii) at the option of the Holder, in shares of Common Stock of the Company, which shares shall be valued at the lesser of 90% of the VWAP (as such term is hereinafter defined) on such Interest Payment Date or the Conversion Price.  This Note may not be prepaid without the written consent of the Holder.

SECTION 1.1           Definitions .  The terms defined in this Article whenever used in this Note have the following respective meanings:

(i)             “ Affiliate ” has the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

(ii)            “ Bankruptcy Code ” means the United States Bankruptcy Code of 1986, as amended (11 U.S.C. Sec. Sec. 101 et seq.).

(iii)           “ Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

(iv)           “ Capital Shares ” means the Common Stock and Preferred Stock and any other shares of any other class or series of capital stock, whether now or hereafter authorized and however designated, which have the right to participate in the distribution of earnings and assets (upon dissolution, liquidation or winding-up) of the Company.

(v)            “ Closing Date ” means the closing date set forth in the first paragraph of this Note.

(vi)           “ Code ” means the United States Internal Revenue Code of 1986, as amended.

(vii)          “ Common Shares ” or “ Common Stock ” means shares of the Company’s Common Stock, par value $0.001 per share.

(viii)         “ Conversion ” or “ conversion ” means the repayment by the Company of the Principal Amount of this Note (and, to the extent the Holder elects as permitted by the opening paragraph of this Note and Section 3.1, accrued and unpaid interest thereon) by the delivery of Preferred Stock on the terms provided in Section 3.2, and “ convert ,” “ converted ,” “ convertible ” and like words shall have a corresponding meaning.

(ix)           “ Conversion Date ” means any day on which all or any portion of this Note is converted in accordance with the provisions hereof.

(x)            “ Conversion Notice ” means a written notice of conversion substantially in the form annexed hereto as Exhibit A .

(xi)           “ Conversion Price ” on any date of determination means the price for the conversion of this Note into Preferred Stock on such day as set forth in Section 3.1.

(xii)          “ Credit Documents ” means this Note, the Security and Pledge Agreements and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of the Holder in connection herewith.

(xiii)         “ Credit Party ” or “ Credit Parties ” means the Company, and its Subsidiaries.

(xiv)         “ Disinterested Director ”  means a director of the Company who is not and has not been an officer or employee of the Company and who is not a member of the family of, controlled by or under common control with, any such officer of employee.

(xv)          “ Event of Default ” has the meaning set forth in Section 6.1.

(xvi)         “ Governmental Authority ” means any federal, state, local, municipal or other governmental department, commission, board, bureau, agency or instrumentality, or any court or arbitrator, in each case having jurisdiction over the applicable matter and whether of the United States or another country.

(xvii)        “ Holder ” means Dalcor, Inc., a corporation organized under the laws of Panama, any successor thereto, or any Person to whom this Note is subsequently transferred in accordance with the provisions hereof.

(xviii)       “ Indebtedness ” means, without duplication, all monetary obligations of the Company or its Subsidiaries (i) for borrowed money or with respect to deposits or advances of any kind to the Company or its Subsidiaries (except for deposits or advances made by customers of the Company or its Subsidiaries in connection with the sale of goods or services in the ordinary course of business consistent with past practice), and all prepayment premiums, penalties and any other fees and expenses paid to satisfy such obligations, (ii) evidenced by bonds, debentures, indentures, notes or similar instruments, (iii) upon which interest charges are customarily paid (excluding trade accounts payable of the Company or its Subsidiaries and other similar amounts payable by the Company or its Subsidiaries in the ordinary course of business), (iv) under conditional sale or other title retention agreements relating to property purchased by the Company or its Subsidiaries, (v) issued or assumed as the deferred purchase price of property or services wherein interest or similar charges accrue therein, (vi) secured by any Lien on assets other than Permitted Liens, (vii) under interest rate or currency swap or other similar transactions (valued at the termination cost thereof), and (viii) under guarantees and arrangements having the economic effect of a guarantee by the Company or its Subsidiaries of any indebtedness of any other Person.

(xix)          “ Interest Payment Due Date ” means any date upon which interest is due to be paid by the Company to the Holder, as set forth in the opening paragraph of this Note.

(xx)           “ Lien ” means any lien, mortgage, security interest, tax lien, attachment, levy, charge, claim, restriction, imposition, pledge, encumbrance, conditional sale or title retention arrangement, or any other interest in property or assets (or the income or profits therefrom), whether consensual or nonconsensual and whether arising by agreement or under any Law or otherwise, including without limitation, an “adverse claim” as defined under Article 8 of Uniform Commercial Code as enacted in the State of Nevada.

(xxi)          “ Market Disruption Event ” means any event that results in a material suspension or limitation of trading of the Common Shares.

(xxii)         “ Maturity Date ” means the maturity date set forth in the opening paragraph of this Note.

(xxiii)        “ Maximum Rate ” has the meaning set forth in Section 6.4.

(xxiv)        “ Note ” or “ Notes ” means this Convertible Secured Promissory Note and Loan Agreement or such other convertible notes(s) exchanged therefor as provided in Section 2.1.

(xxv)        “ OTC:BB ” means the OTC Bulletin Board service of the Financial Industry Regulatory Authority, Inc.

(xxvi)        “ Outstanding ” when used with reference to Common Shares or Capital Shares (collectively, “ Shares ”) means, on any date of determination, all issued and outstanding Shares, and includes all such Shares issuable in respect of outstanding scrip or any certificates representing fractional interests in such Shares; provided, however, that any such Shares directly or indirectly owned or held by or for the account of the Company or any Subsidiary of the Company shall not be deemed “ Outstanding ” for purposes hereof.

(xxvii)       “ Patent Security Agreement ” mean that certain Patent Security Agreement granted to Holder by the Company and its Subsidiaries on even date herewith.

(xxviii)      “ Person ” means an individual, a corporation, a partnership, an association, a limited liability company, an unincorporated business organization, a trust or other entity or organization, and any government or political subdivision or any agency or instrumentality thereof.

(xxix)        “ Permitted Liens ” shall mean (i) Liens for taxes, assessments, and other governmental charges not yet due and payable, (ii) Liens being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, (iii) Liens that are (A) with respect to real property, easements, quasi easements, licenses, covenants, rights of way, utility agreements and other similar restrictions on real property, (B) any conditions that may be shown by a current survey, and (C) zoning, building and other similar restrictions, and (D) inchoate workmen’s, repairmen’s warehousemen’s and carriers’ Liens arising in the ordinary course of business, that in any case described in this clause (iii) do not, individually or in the aggregate, materially impair the current use or occupancy of the real property or impair the marketability of title in the real property of the Company (including in the case of leased real property, the leasehold interest) and (iv) Liens granted in favor of Holders under the Security and Pledge Agreements.

(xxx)         “ Pledge Agreement ” means that certain Pledge Agreement granted to Holder by the Company and its Subsidiaries on even date herewith.

(xxxi)        “ Preferred Stock ” means the shares of the Company’s Class C Preferred Stock, par value $0.001 per share.

(xxxii)       “ Preferred Stock Issued at Conversion ”, when used with reference to the securities deliverable upon conversion of this Note, means all Preferred Stock and securities of any other class or series into which this Note hereafter shall have been changed or substituted, whether now or hereafter created and however designated.

(xxxiii)      “ Principal Amount ” has the meaning set forth in the opening paragraph of this Note.

(xxxiv)      “ SEC ” means the United States Securities and Exchange Commission.

(xxxv)       “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as in effect at the time.

(xxxvi)      “ Security Agreement ” means that certain Security Agreement granted to Holder by the Company and its Subsidiaries on even date herewith.

(xxxvii)     “ Security and Pledge Agreements ” means the Security Agreement, Pledge Agreement, Patent Security Agreement and Trademark Security Agreement.

(xxxviii)    “ Subsidiary ” or “ Subsidiaries ” with respect to the Company, means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Company.

(xxxix)       “ Trademark Security Agreement ” mean that certain Trademark Security Agreement granted to Holder by the Company and its Subsidiaries on even date herewith.

(xl)           “ Trading Day ” means any day on which (i) purchases and sales of securities on the principal national security exchange or quotation system on which the Common Stock is traded are reported thereon, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, as reported by Bloomberg Financial Markets or a similar generally accepted national reporting service, as the case may be, (ii) at least one bid for the trading of Common Stock is reported and (iii) no Market Disruption Event occurs.

(xli)           “ Trading Market ” means the OTC:BB, or, to the extent the Company becomes eligible to list its Common Stock on any other national security exchange or quotation system, upon official notice of listing on any such exchange or system, as the case may be, it shall be the “Trading Market.”

(xlii)         “ VWAP ” means with respect to any relevant Business Day, the volume weighted average price per share (rounded to the nearest one hundredth of a cent) of the Common Stock on the OTC:BB, or if trading prices are not reported on the OTC:BB any other exchange or service wherein purchases and sales of the Common are reported, in each case as reported by Bloomberg Financial Markets for the fifteen (15) Trading Days ending on and including the last Trading Day immediately preceding such Business Day.

All references to “cash” or “$” herein means lawful currency of the United States of America.

SECTION 2.1          Registration of Transfer of Notes .  This Note, when presented for registration of transfer, shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed, by the Holder duly authorized in writing.

SECTION 2.2          Loss, Theft, Destruction of Note .  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid Principal Amount dated as of the date hereof (which shall accrue interest from the most recent Interest Payment Due Date on which an interest payment was made in full).  This Note shall be held and owned upon the express condition that the provisions of this Section 2.2 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without the surrender thereof.

SECTION 2.3          Mandatory Prepayment .   In the event that the Company sells, exclusively licenses, conveys, assigns, leases, abandons or otherwise transfers or disposes of, voluntarily or involuntarily (any of the foregoing being referred to in this paragraph as a “transaction” and any series of related transactions constituting but a single transaction), any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of accounts, contract rights, licenses, chattel paper or general intangible with or without recourse), except (a) in a transaction in the ordinary course of the Company’s business, (b) a transaction the proceeds of which are paid to the Holder or (c) with the prior written consent of Holder, the Principal Amount together with all accrued and unpaid interest, fees or other amounts due and payable pursuant to this Note shall be immediately due in full.

SECTION 2.4          Security .  This Note is secured by the security interests, Liens, assignments and rights granted to Holder in the Collateral (as defined in the Security Agreement) pursuant to the Security Agreement and the Pledged Collateral (as defined in the Pledge Agreement) pursuant to the Pledge Agreement.

SECTION 3.1          Conversion; Conversion Price .  At the option of the Holder, this Note may be converted, either in whole or in part, up to the full Principal Amount hereof into Preferred Stock (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of shares of Preferred Stock (rounded to the nearest whole number of shares with .5 of a share being rounded up) into which this Note may be converted is equal to the dollar amount of the Note being converted divided by the Conversion Price.  The “ Conversion Price ” shall be equal to $1.00.

SECTION 3.2          Exercise of Conversion Privilege .  i) Conversion of this Note may be exercised in whole or in part on any Business Day by the Holder by telecopying an executed and completed Conversion Notice to the Company.  Each date on which a Conversion Notice is telecopied to the Company in accordance with the provisions of this Section 3.2 shall constitute a Conversion Date.  The Company shall convert this Note and issue the Preferred Stock Issued at Conversion in the manner provided below in this Section 3.2, and all voting and other rights associated with the beneficial ownership of the Preferred Stock Issued at Conversion shall vest with the Holder, effective as of the Conversion Date at the time specified in the Conversion Notice.  The Conversion Notice also shall state the name or names (with addresses) of the persons who are to become the holders of the Preferred Stock Issued at Conversion in connection with such conversion.  As promptly as practicable after the receipt of the Conversion Notice as aforesaid, but in any event not more than three (3) Business Days after the Company’s receipt of such Conversion Notice, the Company shall (a) issue the Preferred Stock Issued at Conversion in accordance with the provisions of this Article 3 and (b) cause to be mailed for delivery by overnight courier (x) a certificate or certificate(s) representing the number of shares of Preferred Stock to which the Holder is entitled by virtue of such conversion and (y) cash, as provided in Section 3.3, in respect of any fraction of a Common Share deliverable upon such conversion.  Such conversion shall be deemed to have been effected at the time at which the Conversion Notice indicates, and at such time the rights of the Holder of this Note, as such (except if and to the extent that any Principal Amount thereof remains unconverted), shall cease and the Person and Persons in whose name or names the Preferred Stock Issued at Conversion shall be issuable shall be deemed to have become the holder or holders of record of the Preferred Stock represented thereby, and all voting and other rights associated with the beneficial ownership of such Preferred Stock shall at such time vest with such Person or Persons.  The Conversion Notice shall constitute a contract between the Holder and the Company, whereby the Holder shall be deemed to subscribe for the number of shares of Preferred Stock that it will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and for any cash adjustment to which it is entitled pursuant to Section 3.4), to surrender this Note and to release the Company from all liability thereon (except if and to the extent that any Principal Amount thereof remains unconverted).

(ii)            If, at any time after the date of this Note, (a) the Company fails to timely convert the Note in accordance with this Section 3.2 or (b) any third party commences any lawsuit or legal proceeding or otherwise asserts any claim before any court or Governmental Authority which seeks to challenge, deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect the conversion of this Note into Preferred Stock or to own or vote the shares issued pursuant to any such Conversion Notice, then the Holder shall have the right, but not the obligation, by written notice to the Company, to require the Company to promptly pay to the holder an amount equal to one hundred fifteen percent (115%) of the aggregate of the Principal Amount, all accrued and unpaid interest and any and all amounts due hereunder or pursuant to the Security and Pledge Agreements.  The foregoing shall be in addition to and shall in no way limit any and all rights the Holder has or may have with respect to any breach by the Company of the provisions of this Note.  Under any of the circumstances set forth above, the Company shall be responsible for the payment of all costs and expenses of the Holder, including reasonable legal fees and expenses, as and when incurred in defending itself in any such action or pursuing its rights hereunder (in addition to any other rights of the Holder).

(iii)           The Holder shall be entitled to exercise its conversion privilege notwithstanding the commencement of any case under the Bankruptcy Code.  In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. Sec. 362 in respect of the Holder’s conversion privilege.  The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. Sec. 362 in respect of the conversion of this Note.  The Company agrees, without cost or expense to the Holder, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. Sec. 362.

(iv)           In connection with a partial conversion of this Note, the Holder shall surrender this Note to the Company in exchange for a new Note representing the remaining outstanding Principal Amount.

SECTION 3.3          Fractional Shares .  No fractional shares of Preferred Stock or scrip representing fractional shares of Preferred Stock shall be delivered upon conversion of this Note.  Instead of any fractional shares of Preferred Stock that otherwise would be delivered upon conversion of this Note, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction multiplied by the VWAP on the Conversion Date.

SECTION 3.4          Adjustments .  The Conversion Price and the number of shares deliverable upon conversion of this Note are subject to adjustment from time to time as follows.  In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another Person (where the Company is not the survivor or where there is a change in or distribution with respect to the Preferred Stock), sell, convey, transfer or otherwise dispose of all or substantially all its property, assets or business to another Person, or effectuate a transaction or series of related transactions (each, a “ Fundamental Corporate Change ”), pursuant to the terms of which shares of stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“ Other Property ”) are to be received by or distributed to the holders of Preferred Stock, then the Holder of this Note shall have the right thereafter, at its sole option, to (x) require the Company to prepay this Note for cash at one hundred fifteen percent (115%) of the Principal Amount thereof, together with all accrued and unpaid interest thereon to the date of prepayment, (y) receive the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property as is receivable upon or as a result of   such Fundamental Corporate Change by a holder of the number of shares of Preferred Stock into which the outstanding portion of this Note may be converted at the Conversion Price applicable immediately prior to such Fundamental Corporate Change, or (z) require the Company, or such successor, resulting or purchasing corporation, as the case may be, to, without benefit of any additional consideration therefor, execute and deliver to the Holder a Note with substantially identical rights, privileges, powers, restrictions and other terms as this Note in an amount equal to the amount outstanding under this Note immediately prior to such Fundamental Corporate Change.  The foregoing provisions shall similarly apply to successive Fundamental Corporate Changes.

SECTION 4.1          Restrictions on Transfer .  This Note, and any Preferred Stock deliverable upon the conversion hereof or Common Stock received as interest, have not been registered under the Securities Act.  The Holder by accepting this Note agrees that this Note and the shares of Common Stock to be acquired as interest on and Preferred Stock to be acquired upon conversion of this Note may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Note or such shares may be sold pursuant to an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or transfers pursuant to Rule 144 promulgated by the SEC under the Securities Act, or (ii) a registration statement relating to this Note or such shares has been filed and declared effective by the SEC.

Each certificate for shares of Common Stock or Preferred Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).  The securities may not be offered for sale, sold or otherwise transferred, except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an exemption from registration under the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel to such, or (iii) sales pursuant to Rule 144 under the Securities Act.”

SECTION 5.1          Conversion .  The Company shall cause the transfer agent, not later than three (3) Business Days after the Company’s receipt of a Conversion Notice, to issue and deliver to the Holder the requisite shares of Preferred Stock Issued at Conversion.

SECTION 5.2          Notice of Default .  If any one or more events occur which constitute or which, with notice, lapse of time, or both, would constitute an Event of Default, the Company shall forthwith give notice to the Holder, specifying the nature and status of the Event of Default or such other event(s), as the case may be.

SECTION 5.3          Payment of Obligations .  So long as this Note shall be outstanding, the Company shall pay, extend, or discharge at or before maturity, all its respective material obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings promptly instituted and diligently conducted.

SECTION 5.4          Preservation of Existence .  So long as this Note shall be outstanding, the Company shall and cause its Subsidiaries to (i) maintain their corporate existence, rights and franchises in full force and effect in their jurisdiction of incorporation, (ii) qualify and remain qualified as a foreign corporation in each jurisdiction in which failure to receive or retain such qualification would reasonably be expected to have a material adverse effect on the business, operations, condition, financial or otherwise, or prospects of the Company or on the ability of the Company to perform its obligations under the Note.

SECTION 5.5          Compliance with Laws .  So long as this Note shall be outstanding, the Company shall comply with all applicable material laws, ordinances, rules, regulations and requirements of Governmental Authorities.

SECTION 5.6          Inspection of Property, Books and Records .  So long as this Note shall be outstanding, the Company shall keep proper books of record and account in which full, true and correct entries shall be made of all material dealings and transactions in relation to its business and activities and shall permit representatives of the Holder at the Holder’s expense to visit and inspect any of its respective properties, to examine and make abstracts from any of its respective books and records, not reasonably deemed confidential by the Company, and to discuss its respective affairs, finances and accounts with its respective officers and independent public accountants, all at such reasonable times and as often as may reasonably be desired.

SECTION 5.7          Liens .  So long as this Note shall be outstanding, the Company shall not at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or inta