SECURITY AGREEMENT

E XHI BIT 10.1

This SECURITY AGREEMENT (this “ Agreement ”) is made and entered into as of August 20, 2008, by and between ESPRE SOLUTIONS, INC., a Nevada corporation (“ Grantor ”), and DALCOR INC., a company organized under the laws of Panama (“ Secured Party ”).

WHEREAS, pursuant to that certain Convertible Secured Promissory Note and Loan Agreement, dated as of the date hereof, issued by Grantor in favor of Secured Party, the other Persons from time to time signatory thereto as Company, and the other Persons from time to time signatory thereto as Holder (as amended, restated, supplemented or otherwise modified from time to time, the “ Note ”), the Secured Party has agreed to make loans to Grantor; and

WHEREAS, in connection with the Note, Secured Party requires that Grantor execute and deliver to the Secured Party this Agreement; and

WHEREAS, the Grantor wishes to grant a security interest in favor of the Secured Party as herein provided.

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

1.              Definitions . Unless otherwise defined herein, all terms defined in the Uniform Commercial Code of the State and used herein shall have the same definitions herein as specified therein.  However, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9.  All capitalized terms used but not defined herein shall have the meanings provided in the Note.  Further, in this Agreement, the following terms shall have the following meanings:

“ Copyright License ” means any and all rights now owned or hereafter acquired by Grantor under any written agreement granting any right to use any Copyright or Copyright registration.

“ Copyrights ” means all of the following now owned or hereafter adopted or acquired by such Grantor: (a) all copyrights and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof, and (b) all reissues, extensions or renewals thereof.

“ Event of Default ” means:  (a) occurrence of an Event of Default (as defined in the Note) or (b) the failure of the Grantor to (i) pay or perform any of the Obligations as and when due to be paid or performed under the terms of the Note or (ii) comply with any of the provisions of, or the incorrectness of any representation or warranty contained in, this Agreement.

“ Intellectual Property ” means any and all domain names, Patents, Patent Licenses, Copyrights, Copyright Licenses, Trademarks, and Trademark Licenses.

“ License ” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by any Grantor.

“ Obligations ” means all of the indebtedness, obligations and liabilities of the Grantor to the Secured Party, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising under or in respect of the Note or other instruments or agreements executed and delivered pursuant thereto or in connection therewith or this Agreement.

“ Patent License ” means rights under any written agreement now owned or hereafter acquired by any Grantor granting any right with respect to any invention on which a Patent is in existence.

“ Patents ” means, as to any Person, all of the following in which such Person now holds or hereafter acquires any interest: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or of any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or any other country, and (b) all reissues, continuations, continuations-in-part or extensions thereof.

“ State ” means the State of New York, the State of Nevada or any other applicable jurisdiction.

“ Trademark License ” means rights under any written agreement now owned or hereafter acquired by any Grantor granting any right to use any Trademark.

“ Trademarks ” means, as to any Person, all of the following now owned or hereafter adopted or acquired by such Person: (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof, (b) all reissues, extensions or renewals thereof, and (c) all goodwill associated with or symbolized by any of the foregoing.

2.             Grant of Security Interest .  The Grantor hereby grants to the Secured Party, to secure the payment and performance in full of all of the Obligations, a security interest in and continuing lien on all of the personal property of Grantor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter referred to as the “ Collateral ”), including, but not limited to, the following:

3.             Authorization to File Financing Statements . The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including, but not limited to, (i) whether the Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and, (ii) if applicable, in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. The Grantor agrees to furnish any such information to the Secured Party promptly upon the Secured Party’s request.

4.             Other Actions . To insure the attachment, perfection and priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in the Collateral, the Grantor agrees, in each case at the Grantor’s expense, to take the following actions with respect to the following Collateral and without limitation on the Grantor’s other obligations contained in this Agreement:

4.1.            Instruments and Tangible Chattel Paper . If the Grantor shall at any time hold or acquire any instrument or tangible chattel paper, the Grantor shall promptly notify Secured Party of such instrument or tangible chattel paper and forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.  Grantor shall not create any instrument or chattel paper without placing a legend on such instrument or chattel paper acceptable to Secured Party indicating that Secured Party has a security interest in such instrument or chattel paper.

4.2.            Deposit Accounts . For each deposit account that the Grantor at any time opens or maintains, the Grantor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause the depositary bank to agree to comply, without further consent of the Grantor, at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such deposit account.  The Secured Party agrees with the Grantor that the Secured Party shall not give any such instructions to such depository bank or withhold any withdrawal rights from the Grantor unless an Event of Default   has occurred and is continuing.

4.3.            Investment Property . If the Grantor shall at any time hold or acquire any certificated securities, the Grantor shall promptly notify Secured Party of such certificated securities and forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.  If any securities now or hereafter acquired by the Grantor are uncertificated and are issued to the Grantor or its nominee directly by the issuer thereof, the Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (a) cause the issuer to agree to comply, without further consent of the Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, or (b) arrange for the Secured Party to become the registered owner of the securities.  If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Grantor are held by the Grantor or its nominee through a securities intermediary or commodity intermediary, the Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Grantor or such nominee, at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party to become the entitlement holder with respect to such investment property, with the Grantor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw or otherwise deal with such investment property.  The Secured Party agrees with the Grantor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Grantor, unless an Event of Default has occurred and is continuing.

4.4.            Collateral in the Possession of a Third Party .  If any Collateral is at any time in the possession of a person other than the Grantor, the Secured Party, or a lessee of such Collateral from the Grantor in the ordinary course of the Grantor’s business, the Grantor shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgement from such third party, in form and substance satisfactory to the Secured Party, that such third party holds such Collateral for the benefit of the Secured Party and such third party’s agreement to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral.  The Secured Party agrees with the Grantor that the Secured Party shall not give any such instructions to such third party unless an Event of Default has occurred and is continuing.

4.5.            Electronic Chattel Paper, Electronic Documents and Transferable Records . If the Grantor at any time holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Grantor shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, shall take such action as the Secured Party may reasonably request to vest in the Secured Party control, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic chattel paper, control, under Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic document or control, under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  The Secured Party agrees with the Grantor that the Secured Party will arrange, pursuant to procedures satisfactory to the Secured Party and so long as such procedures will not result in the Secured Party’s loss of control, for the Grantor to make alterations to the electronic chattel paper, electronic document or transferable record permitted under Section 9-105 of the Uniform Commercial Code of the State, Section 7-106 of the Uniform Commercial Code of the State or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing. The provisions of this Section 4.5 relating to electronic documents and “control” under Section 7-106 of the Uniform Commercial Code apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

4.6.            Letter-of-credit Rights . If the Grantor is at any time a beneficiary under a letter of credit now or hereafter, the Grantor shall promptly notify the Secured Party thereof and, at the request and option of the Secured Party, the Grantor shall, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to the Secured Party of the proceeds of the letter of credit or (ii) arrange for the Secured Party to become the transferee beneficiary of the letter of credit, with the Secured Party agreeing, in each case, that the proceeds of the letter to credit are to be applied as provided in the Note.

4.7.            Commercial Tort Claims . If the Grantor shall hereafter acquire a commercial tort claim, the Grantor shall promptly notify the Secured Party of the particulars thereof and enter into a supplement to this Agreement granting to the Secured Party a security interest in such commercial tort claim and in the proceeds thereof.

4.8.            Other Actions as to any and all Collateral . The Grantor further agrees, upon request of the Secured Party and at the Secured Party’s option, to take any and all other actions as the Secured Party may determine to be necessary or useful for the attachment, perfection and priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and all of the Collateral, including (a) executing (to the extent, if any, that the Grantor’s signature thereon is required therefor), delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code of any relevant jurisdiction, (b) causing the Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Secured Party, including any consent of any licensor, lessor or other person obligated on Collateral and any party or parties whose consent is required for the security interest of the Secured Party to attach under Section 2, (e) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Secured Party and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

5.             Representations and Warranties Concerning Grantor’s Legal Status . The Grantor represents and warrants to the Secured Party as follows: (a) the Grantor’s exact legal name is “ESPRE  SOLUTIONS, INC.”, (b) the Grantor is a corporation and the state of organization of Grantor is Nevada, (c) the Grantor’s organizational identification number, if any, is C19663-2004, and (d) the address of Grantor’s chief executive office is 5700 West Plano Texas Parkway, Suite 2600, Plano, Texas 75093.

6.             Covenants Concerning Grantor’s Legal Status . The Grantor covenants with the Secured Party as follows: (a) without providing at least thirty (30) days prior written notice to the Secured Party, the Grantor will not change its name, the location of its chief executive office, or organizational identification number and (b) without the prior written consent of Secured Party, the Grantor will not change its type of organization, state of organization or other legal structure.

7.             Representations and Warranties Concerning Collateral, Etc .

7.1.            General . The Grantor further represents and warrants to the Secured Party as follows: (a) the Grantor is the sole and exclusive owner of or has other rights in or power to use or transfer the Collateral, free from any right or claim of any person or any adverse lien, security interest or other encumbrance, except for the security interest created by this Agreement, (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in Section 9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (d) the Grantor holds no commercial tort claim except as indicated on Schedule 2(c) attached hereto, (e) the Grantor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances, and (f) all Collateral consisting of goods is located in the following locations(s): 5700 West Plano Texas Parkway, Suite 2600, Plano, Texas 75093..

7.2.            Intellectual Property .  The Grantor further represents and warrants to the Secured Party: (a) as of the date hereof, no Grantor has an interest in, or title to, any Patent, Patent License, Trademark, Trademark License, Copyright, Copyright License or internet domain name except as set forth in Schedule 7.2 hereto, (b) all Intellectual Property of Grantor is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Intellectual Property in full force and effect, (c) to the best of Grantor’s knowledge, no third party is infringing upon any Intellectual Property owned or used by such Grantor, or any of its respective licensees, (d) Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale, transfer or agreement of any Intellectual Property that has not been terminated or released, (e) the conduct of Grantor’s business does not infringe upon any trademark, patent, copyright, trade secret or similar intellectual property right owned or controlled by a third party; no claim has been made that the use of any Intellectual Property owned or used by Grantor (or any of its respective licensees) violates the asserted rights of any third party, and (f) this Agreement is effective to create a valid and continuing first-priority Lien on and, upon filing of (i) a Copyright Security Agreement with the United States Copyright Office, (ii) a Patent Security Agreement and a Trademark Security Agreement with the United States Patent and Trademark Office, and (iii) appropriate financing statements in the Grantor’s state of organization, perfected Liens in favor of Secured Party, on Grantors’ Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses and internet domain names and such perfected Liens are enforceable as such as against any and all creditors of and purchasers from Grantor and all actions necessary to protect and perfect Secured Party’s Lien on Grantor’s Intellectual Property have been duly taken.

7.3.            Motor Vehicles .  The Grantor further represents and warrants to Secured Party as follows:  Upon the occurrence and during the continuation of any Event of Default, Grantor shall, upon the request of Secured Party, deliver to Secured Party a motor vehicle certificate of title for all motor vehicles owned by it (whether then owned or thereafter acquired) and shall cause Secured Party’s Lien to be noted on those title certificates by the appropriate state motor vehicle office.

8.              Covenants Concerning Collateral, Etc .

8.1.            General . The Grantor further covenants with the Secured Party as follows: (a) except for the security interest herein granted and liens permitted by the Note, the Grantor shall be the owner of or have other rights in the Collateral free from any right or claim of any other person or any lien, security interest or other encumbrance, and the Grantor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party, (c) the Grantor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or other encum