SECURITY AGREEMENT
Exhibit
10.6
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"). 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: During the term of this agreement Espre shall provide Grantor
a copy of the software including all improvements, upgrades and modifications
quarterly.
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1)
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SECURITY
INTEREST IN THE FOLLOWING SOFTWARE PRODUCTS:
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CORE
LIGHTENING STRIKE ENCODER/DECODER
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VERSION 1.11 |
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VIDEO
INTERACTIVE MULTI-POINT
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VERSION 1.6 |
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VIDEO
MESSENGER PRO
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VERSION 4.3 |
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STREAMING
VIDEO ENCODER/DECODER
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VERSION 1.10 |
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STILL
IMAGE COMPRESSION
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VERSION 1.10 |
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POWER
ZOOM
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VERSION 1.10 |
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FACIAL
RECOGNITION
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VERSION 1.2 |
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LICENSING
SERVER
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VERSION 1.0 |
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VM
POST SERVER
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VERSION 1.0 |
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WEBSITE
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VERSION 2.0 |
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2)
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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 Xxxx of Sale of even date and
includes
the Intellectual Property, including all source codes, patents,
copyrights, license agreements, improvements, upgrades, modifications,
new
patents, accensions, and proceeds.
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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.
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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.
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Enforceability
of Collateral.
The Collateral is enforceable in accordance with its terms, its
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.
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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.
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 enter Indebtedness immediately due and payable, with notice
to
Grantor and reclaim all collateral if not paid within 15 days.
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 peach or a trespass, upon the property of Grantor
to
take possession of and remove the Collateral.
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.
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 application of 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.
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 THE PROVISIONS OF THIS SECURITY AGREEMENT, AND
GRANTOR AGREES TO ITS TERMS. DATED: SEPTEMBER 10th,
2004.
| GRANTOR: | ||
| ESPRE SOLUTIONS, INC. | ||
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| By: | /s/ Xxxxx Xxxxxx | |
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Xxxxx Xxxxxx, President |
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Security
Agreement
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